Resonant Inc (Form: S-1, Received: 01/24/2014 16:21:59)

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As filed with the Securities and Exchange Commission on January 24, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RESONANT INC.

(Exact name of registrant as specified in its charter)

Delaware	3674	45-4320930
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

460 Ward Drive, Suite D

Santa Barbara, California 93111

(805) 690-4684

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Terry Lingren

Chief Executive Officer

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, California 93111

(805) 690-4684

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John J. McIlvery	Daniel G. Christopher	Andrew Hudders
Louis Wharton	Vice President and General Counsel	Carl Van Demark
Stubbs Alderton & Markiles, LLP	Resonant Inc.	Golenbock Eiseman Assor
15260 Ventura Boulevard, 20 th Floor	460 Ward Drive, Suite D	Bell & Peskoe LLP
Sherman Oaks, California 91403	Santa Barbara, California 93111	437 Madison Avenue, 40th Floor
(818) 444-4500	(805) 690-4684	New York, NY 10022
		(212) 907-7300

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective .

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Non-accelerated filer o	Accelerated filer o	Smaller reporting company x
	(Do not check if a smaller
	reporting company)

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)(2)		Amount of Registration Fee
Common Stock, $0.001 par value per share	$	13,800,000	$	1,777.44
Underwriter Warrant (3)(4)(5)	$	100	—
Shares of Common Stock underlying Underwriter Warrant	$	1,656,000	$	213.29

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. See “Underwriting” beginning on page 68 of the prospectus contained within this registration statement for information on underwriting arrangements relating to this offering.
(2)	Includes the aggregate offering price of additional shares that the underwriter has the option to purchase to cover over-allotments, if any.
(3)	No registration fee required pursuant to Rule 457(g) under the Securities Act of 1933.
(4)	Registers a warrant to be granted to the underwriter for an amount equal to 10% of the number of the shares sold to the public.
(5)	Pursuant to Rule 416 under the Securities Act of 1933, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated January 24, 2014

Shares

Resonant Inc.

Common Stock

We are offering shares of our common stock, par value $0.001 per share, in a firm commitment underwritten offering.

This is an initial public offering of our common stock. We expect the public offering price to be $ per share. There is presently no public market for our common stock. We have applied for listing of our common stock on the NASDAQ Capital Market under the symbol “RESN,” which listing we expect to occur upon consummation of this offering. No assurance can be given that our application will be approved. If the application is not approved, we will not complete this offering.

We are an “emerging growth company” under the federal securities laws and will have the option to use reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

If we sell all of the common stock we are offering, we will pay to the underwriter $ , or %, of the gross proceeds of this offering and non-accountable expenses equal to $ . For a more complete discussion of the compensation we will pay to the underwriter, please see the section of this prospectus titled “Underwriting”. In connection with this offering, we have also agreed to issue to the underwriter warrants to purchase aggregate shares of our common stock in an amount up to 10% of the shares of common stock sold in the public offering, with an exercise price equal to 120% of the per-share public offering price.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us (before expenses)(1)	$	$

(1) See “Underwriting” for a description of compensation payable to the underwriter.

The underwriter may also purchase an additional shares of our common stock amounting to 15% of the number of shares offered to the public, within 45 days of the date of this prospectus, to cover over-allotments, if any, on the same terms set forth above.

The underwriter expects to deliver the shares on or about , 2014.

MDB Capital Group LLC

The date of this prospectus is , 2014

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		Page

PROSPECTUS SUMMARY		1
RISK FACTORS		9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		21
MARKET AND INDUSTRY DATA		23
BUSINESS		24
SELECTED CONSOLIDATED FINANCIAL DATA		33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		34
MANAGEMENT		41
EXECUTIVE COMPENSATION		47
USE OF PROCEEDS		52
DIVIDEND POLICY		52
CAPITALIZATION		53
DILUTION		55
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		57
PRINCIPAL STOCKHOLDERS		60
DESCRIPTION OF CAPITAL STOCK		62
SHARES ELIGIBLE FOR FUTURE SALE		66
UNDERWRITING		68
LEGAL MATTERS		72
EXPERTS		72
ADDITIONAL INFORMATION		72
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Neither we nor the underwriter has authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriter takes responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

Through and including , 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside of the United States: Neither we nor the underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States are required to inform themselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Overview

Resonant is a development-stage company creating innovative filter designs for radio frequency, or RF, front-ends for the mobile device industry. We use a fundamentally new technology called Infinite Synthesized Networks, or ISN, to configure resonators, the building blocks of RF filters. Filters are a critical component of the RF front-end. They are used to select desired radio frequency signals and reject unwanted signals.

We believe ISN will disrupt the RF front-end market through the following advantages:

· Significant cost reductions,

· Smaller size,

· Fewer components, and

· Improved performance.

The RF front-end is the circuitry in a mobile device responsible for analog signal processing and is located between the device’s antenna and its digital baseband. According to Navian, Inc., the mobile device RF front-end market was $7.8 billion in 2012 and is forecasted to reach $18.7 billion by 2017. This represents a compound annual growth rate of 19%, which is significantly higher than the overall growth rate of the mobile device industry.

Our Technology

Current RF filter design techniques for mobile devices are based on technology that has changed very little over the past century. The prevailing filter design, an “acoustic wave ladder,” is based on a single-topology approach with a fixed design structure. The current technology is constrained by its own design assumptions and has not bred any fundamentally new structures to address emerging industry challenges.

By contrast, our ISN technology is a universal approach that allows many variables to be changed and components to be adjusted in order to achieve a particular set of specifications. We have fabricated circuitry that demonstrates the feasibility of our approach and believe it will yield new generations of designs not available with the single-topology approach inherent in the current technology. Figure 1 shows a simplified comparison between the conventional approach and our universal approach.

Figure 1 — Conventional filter design approach versus our universal ISN approach. The resonators are shown above in parallel for the universal approach, but this is not required. The universal approach allows for series, series/parallel and other arrangements of the resonators.

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Challenges Faced by the Mobile Device Industry

Rising consumer demand for always-on wireless broadband connectivity is creating an unprecedented need for high performance RF front-ends for mobile devices. Mobile devices such as smartphones and tablets are quickly becoming the primary means of accessing the Internet. The exponential growth in mobile data traffic is testing the limits of existing wireless bandwidth. Carriers and regulators have responded by opening new swaths of RF spectrum, driving up the number of frequency bands in mobile devices. This substantial increase in frequency bands has created at least two significant problems.

Both problems involve the filters and duplexers in the RF front-end. Duplexers are two filters combined into a single component which simultaneously selects both the transmit and receive signals. Today’s RF front-ends have multiple filters and duplexers, and they constitute a large percentage of the physical size and cost of the front-end. We believe that filters and duplexers will comprise more than half of the RF front-end market by 2017.

The first problem is that many of the new bands require filters and duplexers that use a relatively expensive technology called bulk acoustic wave, or BAW. The second, and bigger problem, is that the rapid increase in bands is causing a corresponding increase in the number of filters and duplexers in mobile devices. Each of these problems is significantly driving up the cost and size of RF front-ends.

Our Solutions

Our immediate focus is to address these problems with innovative single-band and reconfigurable designs. These designs present the greatest near-term potential for commercialization of our ISN technology. Longer term, we believe our technology will enable more cost effective utilization of spectrum through new paradigms such as cognitive radio.

Single-Band Designs . We are currently developing our first duplexer design in collaboration with Skyworks Solutions, Inc., a large supplier of RF front-end modules, under the terms of a development agreement. This will be the first in a series of surface acoustic wave, or SAW, duplexer designs for RF frequency bands presently limited to the larger and more expensive BAW duplexers. We believe we can design SAW duplexers for many of these bands that can be manufactured at less than half the cost of BAW duplexers. We have demonstrated in a test environment our ability to design SAW filters that perform well in these bands.

Reconfigurable Designs . We also plan to develop a series of reconfigurable filter designs that can be electronically programmed in real time for different RF frequency bands. Existing filter designs only work with a single frequency band, which requires today’s smartphones and other mobile devices to contain as many as nine duplexers and a larger number of individual filters. We believe our reconfigurable designs will replace multiple filters and duplexers and significantly lower the cost and size of RF front-ends. According to Navian, the total number of duplexers in new mobile devices was 3.3 billion in 2012, and is projected to grow at a 31% compound annual growth rate to 12.8 billion in 2017. Our design team has fabricated circuitry that demonstrates the feasibility of our reconfigurable filter designs.

Our Business Model

We believe licensing our designs is the most direct and effective means of delivering our solutions to the market. Our target customers make part or all of the RF front-end. These companies include, among others, Skyworks Solutions Inc., Qualcomm Technologies, Inc., Murata Manufacturing Co., Ltd., Avago Technologies Limited, TriQuint Semiconductor, Inc., TDK Epcos, Panasonic, Taiyo Yuden and RF Micro Devices, Inc. We intend to retain ownership of our designs and charge royalties based on sales of RF front-end modules that incorporate our designs. We do not intend to manufacture or sell any physical products or operate as a contract design company developing designs for a fee.

We plan to license specific, custom designs to our customers. Our plan is to charge royalties at a fixed amount per filter and not as a percentage of sales. We expect to generate substantially all of our revenues with these types of licensing arrangements. Each filter design and related royalty stream is expected to have a finite life as mobile devices continue to evolve. Our plan is to offer our customers replacement designs as existing designs become obsolete.

We have advantages that we believe present significant barriers to entry for potential competitors:

· a large and growing portfolio of patents;

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· a suite of proprietary software design tools;

· a highly experienced design team; and

· a multi-year technology lead.

Our First Commercial Duplexer Design

We are currently developing our first commercial duplexer design in collaboration with Skyworks Solutions, Inc. pursuant to a development agreement. Skyworks is an innovator in high performance analog semiconductors and a leading supplier of RF front-ends for mobile devices. Skyworks has developed a set of proprietary specifications for our duplexer based on the demands of its customers. We expect to complete work on a production-ready duplexer design before the end of 2014. Skyworks has an option to license our duplexer design at already agreed-upon royalty rates upon completion. We will own our duplexer design and all related intellectual property.

There is no assurance that we can complete our design or that our design will have acceptable performance. In addition, our design will compete with other products and solutions available to Skyworks and may not be selected even if fully compliant with all specifications.

Risks Related to Our Business

Our business is subject to numerous risks, which are highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. Some of these risks include:

· our limited operating history makes it difficult to evaluate our business and prospects;

· we have an agreement with only one potential customer and we will most likely be depending on a small number of customers for a significant portion of our revenue in the future;

· we may not be able to complete a design that meets our potential customer’s specifications;

· even if we succeed in developing a design that meets all the specifications in our development agreement, our potential customer could decline to use our design in its product or our customer’s product could fail in the marketplace;

· we are a development stage company, have a history of operating losses and we may never achieve or maintain profitability; in addition, the report of our independent registered public accounting firm on our financial statements appearing at the end of this prospectus contains an explanatory paragraph stating that our liquidity risk raises substantial doubt about our ability to continue as a going concern;

· our technologies are not yet verified in practice or on a commercial scale;

· laboratory conditions differ from commercial manufacturing conditions and field conditions, which could affect the effectiveness of our designs;

· our customers may rely on subcontractors to fabricate our circuit designs, and market acceptance of our designs could be adversely affected if the subcontractors decline to manufacture our designs;

· if our designs or our customers’ products that incorporate our designs do not achieve widespread market acceptance, we will not be able to generate the revenue necessary to support our business;

· our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our solution without compensating us, thereby eroding our competitive advantages and harming our business;

· we may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies;

· our industry is subject to intense competition and rapid technological change, which may result in products or new solutions that are superior to our designs under development or other future designs we may bring to market from time to time and if we are unable to anticipate or keep pace with

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changes in the marketplace and the direction of technological innovation and customer demands, our designs may become less useful or obsolete and our operating results will suffer; and

· if our principal end markets fail to grow or experience declines, our revenues may decrease.

For further discussion of these and other risks you should consider before making an investment in our common stock, see the section titled “Risk Factors” immediately following this prospectus summary.

Corporate Information

Resonant Inc. was incorporated in Delaware in January 2012. Resonant LLC was formed in California in May 2012. Resonant LLC commenced business in July 2012 with initial funding from our founders. Resonant Inc. acquired all of the outstanding membership interests of Resonant LLC in June 2013, and Resonant LLC became a wholly-owned subsidiary of Resonant Inc. Resonant Inc. was dormant until that time. Our principal executive offices are located at 460 Ward Drive, Suite D, Santa Barbara, California 93111. Our telephone number is (805) 690-4684.

Our website address is www.resonant.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.

Unless otherwise indicated, the terms “Resonant,” “we,” “us” and “our” refer to Resonant Inc., a Delaware corporation.

“Resonant” and the Resonant logo are our trademarks. This prospectus contains additional trade names, trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders.

Emerging Growth Company

The Jumpstart Our Business Startups Act, or the JOBS Act, was enacted in April 2012 with the intention of encouraging capital formation in the United States and reducing the regulatory burden on newly public companies that qualify as “emerging growth companies.” We are an emerging growth company within the meaning of the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from various public reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, certain requirements related to the disclosure of executive compensation in this prospectus and in our periodic reports and proxy statements, and the requirement that we hold a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company.

We will remain an emerging growth company until the earliest to occur of (1) the last day of the fiscal year in which we have $1.0 billion or more in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

For certain risks related to our status as an emerging growth company, see the disclosure elsewhere in this prospectus under “Risk Factors—Risks Related to this Offering, the Securities Markets and Ownership of Our Common Stock—We are an ‘emerging growth company,’ and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”

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THE OFFERING

The following is a brief summary of certain terms of this offering. For a more complete description of the terms of our common stock, see “Description of Capital Stock—Common Stock.”

Common stock offered by us		shares

Common stock to be outstanding after this offering		shares ( shares, if the underwriter exercises its over-allotment option in full)

Over-allotment option to purchase additional shares from us		shares

Use of Proceeds		We estimate that the net proceeds from the sale of shares of our common stock in this offering will be approximately $ (or approximately $ if the underwriter’s option to purchase additional shares of our common stock from us is exercised in full), based upon the assumed initial public offering price of $ per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

		We intend to use the net proceeds we receive from this offering for research and development to commercialize our technology, the development of our patent strategy and expansion of our patent portfolio, to pay accrued interest on outstanding indebtedness, and for working capital and general corporate purposes. We also may use a portion of the net proceeds from this offering to acquire or invest in technologies, solutions or businesses that complement our business, although we have no present commitments to complete any such transactions at this time.

Risk Factors		See “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our common stock.

Proposed NASDAQ Capital Market symbol		RESN

The number of shares of our common stock to be outstanding after this offering is based on 3,787,589 shares of our common stock (including common stock issuable upon conversion of convertible notes) outstanding as of September 30, 2013, and excludes:

· 304,000 shares of our common stock issuable upon exercise of options we have committed to grant pursuant to our 2014 Omnibus Incentive Plan, or 2014 Plan, on the effective date of the registration statement, or the registration date, of which this prospectus forms a part, with an exercise price equal to the offering price;

· 160,500 shares of our common stock issuable upon the vesting of restricted stock units we have committed to grant pursuant to our 2014 Plan on the registration date;

· 680,984 shares of our common stock issuable upon exercise of warrants with a weighted-average exercise price of $1.10 per share;

· 435,500 shares of our common stock reserved for future grants pursuant to our 2014 Plan; and

· the shares of our common stock issuable upon exercise of the underwriter’s warrant.

Except as otherwise indicated, all information in this prospectus assumes:

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· the effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws in connection with the completion of this offering;

· the automatic conversion of $7.0 million principal amount of our 6% senior secured convertible notes due September 2014 into an aggregate of 2,087,590 shares of common stock effective upon the completion of this offering;

· the automatic conversion of $2.4 million principal amount of our non-interest bearing subordinated convertible note due September 2014 into an aggregate of 700,000 shares of common stock effective upon the completion of this offering;

· no exercise of outstanding warrants subsequent to September 30, 2013; and

· no exercise of the underwriter’s over-allotment option.

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SUMMARY CONSOLIDATED FINANCIAL DATA AND OTHER DATA

The following tables summarize our consolidated financial data. You should read this summary consolidated financial data together with the sections entitled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes that are included elsewhere in this prospectus.

The consolidated statement of operations data for the period from May 29, 2012 (inception) to December 31, 2012 are derived from our audited financial statements that are included elsewhere in this prospectus. The consolidated statement of operations data for the nine months ended September 30, 2013 and for the period from May 29, 2012 (inception) to September 30, 2013, and the consolidated balance sheet data as of September 30, 2013, are derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. The unaudited consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in management’s opinion, all adjustments, consisting only of normal recurring adjustments that we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future, and our interim results are not necessarily indicative of the results to be expected for the full year or any other period.

	Period from May 29, 2012 (inception) to December 31, 2012(1)			Nine Months Ended September 30, 2013(1)			Period from May 29, 2012 (inception) to September 30, 2013(1)
				(unaudited)			(unaudited)
Consolidated Statement of Operations Data:
Revenue	$	—		$	—		$	—
Operating Expenses:
Research and development expenses	141,799			798,669			940,468
General and administrative expenses	245,351			1,141,007			1,386,358
Depreciation and amortization	4,508			7,881			12,389
Total operating expenses	391,658			1,947,557			2,339,215
Operating loss	(391,658		)	(1,947,557		)	(2,339,215		)
Other income (expense):
Interest income (expense), net	73			(927,118		)	(927,045		)
Fair value adjustments to warrant and derivative liabilities	—			164,258			164,258
Bridge warrant expense	—			(560,155		)	(560,155		)
Other income (expense)	—			(333		)	(333		)
Total other income (expense)	73			(1,323,348		)	(1,323,275		)
Loss before income taxes	(391,585		)	(3,270,905		)	(3,662,490		)
Provision for income taxes	(800		)	(2,056		)	(2,856		)
Net loss	$	(392,385	)	$	(3,272,961	)	$	(3,665,346	)
Net loss per share	$	—	(2)	$	(2.49	)(3)	$	—	(2)
Weighted average shares outstanding — basic and diluted	—		(2)	999,999		(3)	—		(2)

(1) The period from May 29, 2012 (inception) to December 31, 2012 are the results of Resonant LLC. Effective June 17, 2013, Resonant LLC became a wholly owned subsidiary of Resonant Inc. in an exchange transaction. The results for the nine months ended September 30, 2013 include the operations of Resonant LLC from January 1, 2013 to June 16, 2013 and for Resonant Inc. from June 17, 2013 to September 30, 2013. The results for the period from May 29, 2012 (inception) to September 30, 2013 include the operations of Resonant LLC from May 29, 2012 (inception) to June 16, 2013 and for Resonant Inc. from June 17, 2013 to September 30, 2013.

(2) Net loss per share and weighted average shares outstanding are not shown for the period from May 29, 2012 (inception) to December 31, 2012 and for the period from May 29, 2012 (inception) to September 30, 2013 as we were a limited liability company through June 16, 2013.

(3) Net loss and weighted average shares outstanding for the nine months ended September 30, 2013, used to calculate net loss per share for the period, are based on the net loss from June 17, 2013 to September 30, 2013 and the shares issued on June 17, 2013 and considered outstanding for the entire period.

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	As of September 30, 2013
	Actual			Pro Forma(1)		Pro Forma As Adjusted(2)
	(unaudited)			(unaudited)		(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	4,402,550		$	4,402,550
Working (deficit) capital	$	(3,946,321	)	$	4,282,790
Total assets	$	5,893,795		$	4,958,251
Notes payable	$	7,302,243		$	—
Total stockholders’ (deficit) equity	$	(5,338,127	)	$	2,890,984

(1) The pro forma column reflects (i) the automatic conversion of $7.0 million principal amount of our 6% senior secured convertible notes due September 2014 into an aggregate of 2,087,590 shares of common stock, (ii) the automatic conversion of $2.4 million principal amount of our non-interest bearing subordinated convertible note due September 2014 into an aggregate of 700,000 shares of common stock, (iii) the elimination of the derivative liability related to the debt and (iv) the write off of the debt issuance costs, each to be effective upon the completion of this offering.

(2) The pro forma as adjusted column reflects all adjustments included in the pro forma column and gives effect to the sale by us of shares of common stock offered by this prospectus at an assumed initial public offering price of $ per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information presented in the summary consolidated balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before investing in our common stock. If any of the following risks materialize, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Our Industry

We are a development stage company, have a history of operating losses and we may never achieve or maintain profitability.

We are a development stage company. We have a limited operating history and only a preliminary business plan upon which investors may evaluate our prospects. We have never generated revenues and we have a history of losses from operations. As of September 30, 2013, we had an accumulated deficit of $5.3 million. We are offering shares of common stock in an initial public offering to raise additional capital. There is no assurance that the proceeds will be sufficient to provide us with adequate resources to fund future operations, and we may need additional financing to continue with our plan of commercialization and for general working capital. Further, if we are unable to complete the duplexer design under the development agreement or Skyworks declines to license the design, we will require additional financing. No assurance can be given that any form of additional financing can be obtained, that the terms of such financing will be acceptable or that such financing would not be dilutive to existing shareholders. Thus, our ability to achieve revenue-generating operations and, ultimately, achieve profitability may depend on whether we can obtain additional capital when we need it and will depend on whether we complete the development of our technology and find customers who will license our designs. There can be no assurance that we will ever generate revenues or achieve profitability. In addition, the report of our independent registered public accounting firm on our financial statements appearing at the end of this prospectus contains an explanatory paragraph stating that our liquidity risk raises substantial doubt about our ability to continue as a going concern.

Our auditors have expressed doubt about our ability to continue as a going concern.

The Independent Registered Public Accounting Firm’s Report issued in connection with our audited financial statements for the period from May 29, 2012 (inception) to December 31, 2012 expresses an opinion that substantial doubt exists as to whether we can continue as a going concern. Because we have been issued an opinion by our auditors that substantial doubt exists as to whether we can continue as a going concern, it may be more difficult to attract investors. If we are not able to continue our business as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or a part of their investment.

We have an agreement with only one potential customer and expect to derive all or substantially all of our revenues from a small number of customers for the foreseeable future. Our failure to retain or expand customer relationships will have an adverse effect on our revenues.

We currently have a development agreement with only one potential customer. This potential customer has not agreed to license our technology and may decide not to continue its relationship with us. We expect to derive our revenues from a small number of customers for the foreseeable future. Our revenues may fluctuate significantly in the future should we develop our technology and enter into new customer relationships. Our failure to retain or expand customer relationships, or any problems we experience in collecting receivables from them, would harm our financial condition and results of operations.

We may not be able to complete a design that meets our potential customer’s specifications. Even if we succeed in developing a design that meets all the specifications in our development agreement, our potential customer could decline to use our design in its product. Further, our customer’s product could fail in the marketplace. Any of these events would have a material adverse effect on our business and potentially threaten our viability.

The development agreement with our one potential customer requires us to meet stringent performance specifications and compete against other technologies for inclusion into the potential customer’s product. Our potential customer’s final product will then compete against other products and technologies for inclusion into mobile devices in the marketplace. There can be no assurance that we can complete our design or that our final

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design will have acceptable performance and meet all specifications in our development agreement. The decision to use our design is solely within our potential customer’s discretion. Even if our design meets all the specifications in our development agreement, our potential customer could decline to use our design in its product. Further, if selected for inclusion in its product by our potential customer, there is no guarantee that its final product will win out over its competition for inclusion into mobile devices. Either failure (to be selected at the design stage or the device stage) would have a material adverse effect on our business and potentially threaten our viability.

Our designs will not gain widespread acceptance unless they significantly lower costs as compared to existing RF filter designs.

RF front-end manufacturers are primarily concerned with the cost of RF filters, and our designs will not gain widespread acceptance unless they significantly lower costs as compared to existing RF filter designs. We cannot assure you that our SAW filter designs will cost sufficiently less to manufacture than existing BAW filters, or that our reconfigurable filter designs can replace a sufficient number of conventional filter designs, to prove economically attractive to RF front-end manufacturers.

We are required to fabricate test samples of the duplexer designs under our existing development agreement using a customer-approved manufacturer, and the customer will not license our design unless the manufacturer can demonstrate the ability to economically produce the design in large volumes.

We believe our designs can be manufactured using existing technology, but we will be dependent on a single, customer approved manufacturer for the fabrication of our first duplexer design under our current development agreement. Even if we successfully design a fully compliant duplexer, the prospective customer will not license our design unless the manufacturer can demonstrate the ability to economically produce the design in large volumes. We do not have any control over the manufacturer. We cannot assure you that the manufacturer will have the necessary technology, skills and resources to successfully demonstrate manufacturability of our designs in commercial quantities.

We use highly specialized commercially available software pursuant to annual licenses, and the inability to renew any of these licenses could adversely affect our ability to design new RF filters and thus our potential for generating revenues.

In addition to our proprietary software, we also use highly specialized but commercially available computer software in our design process. We do not own this software and use it under the terms of annual licenses. These licenses are made available to us at prices and on terms generally available to any customer. If we were unable to renew any of these software licenses, we would have to locate or develop alternative software. We cannot assure you that suitable alternative software would be available on commercially reasonable terms or could be developed by us at reasonable cost. The loss any one of these software licenses could adversely affect our ability to produce new RF filter designs and thus our potential for generating revenues.

Our technologies are not yet verified in practice or on a commercial scale.

Our technologies are in the early stage of development. They have not been tested in a commercial setting or on a commercial scale. There is no assurance that we will be able to fully develop or license our proposed designs on a timely basis, or at all. You should understand that your investment is in a development stage, technology company, with no assurances of an ability to develop commercially viable designs or obtain revenues, and such revenues may be insufficient for our operations to continue.

Laboratory conditions differ from commercial manufacturing conditions and field conditions, which could affect the effectiveness of our designs. Failures to effectively move from laboratory to the field would harm our business.

To date we have only carried out design development and testing in the controlled environment of a laboratory. Observations and developments that may be achievable under laboratory circumstances may not be able to be replicated in commercial manufacturing facilities or in the use of products in the field. The inability of our development stage designs to be manufactured in contract manufacturing facilities or meet the demands of users in the field would harm our business.

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Our business success relies on manufacturers to fabricate our circuit designs, and market acceptance of our designs could be adversely affected if the manufacturers are unable to or decline to manufacture our designs.

We are a design company and will not commercially manufacture any products. Our business model contemplates licensing our designs to customers, who will manufacture our circuit designs themselves or rely on third party manufacturers, commonly referred to as fab houses, to fabricate our circuit designs for integration into the customer’s overall product. Many fab houses offer potentially competitive filter technology as part of their standard product line or offer the services of in-house design teams which may consider us competition. In this case, our customers may face resistance by their fab houses to manufacture our designs. We believe the economics can be structured to make it attractive to the fab houses to manufacture our designs for our potential customers but we cannot be assured of the success in convincing them of the value of manufacturing our designs. Additionally, fab houses may lack the necessary technology, skills, resources or manufacturing capacity to manufacture our designs. The reluctance or inability of fab houses to manufacture our designs could adversely affect the market acceptance of our designs.

We plan to be a design firm licensing our SAW-based circuit designs to manufacturers of RF front-ends for mobile devices. If our circuit designs do not achieve widespread market acceptance among RF front-end manufacturers, we will not be able to generate the revenue necessary to support our business.

Achieving acceptance among RF front-end manufacturers of our circuit designs will be crucial to our continued success. We have no history of marketing any circuit design and we may fail to generate significant interest in our initial commercial circuit designs or any other circuit designs we may develop. These and other factors may affect the rate and level of market acceptance, including:

· our pricing relative to other competing designs and technologies;

· perception by RF front-end manufacturers and mobile device manufacturers;

· press and blog coverage, social media coverage, and other publicity and public relations factors which are not within our control; and

· regulatory developments related to manufacturing, marketing and selling our designs.

If we are unable to achieve or maintain market acceptance, our business would be harmed.

Our SAW-based circuit designs will be complex and may prove difficult to manufacture in commercial quantities. We will be relying on our prospective customers and their circuit suppliers to manufacture our designs. Our business could fail if they encounter difficulties manufacturing our designs in commercial quantities.

We are developing complex RF circuit designs. We have never manufactured any of our designs beyond an initial prototype. Furthermore, we will be relying on our prospective customers and their circuit suppliers to manufacture our designs. They will need to manufacture our designs in commercial quantities at an acceptable cost, and we will have little or no control over the manufacturing process. They may encounter difficulties in scaling up production of our designs currently in development or other future designs, including problems with quality control and assurance, component supply shortages, increased costs, shortages of qualified personnel and/or difficulties associated with compliance with regulatory requirements. Our business could fail if our customers and their suppliers encounter difficulties manufacturing our designs in commercial quantities.

The complexity of our designs could result in unforeseen delays or expenses from latent defects that could reduce the market acceptance for our designs damage our reputation with prospective customers and adversely affect our future revenues and operating costs.

We are developing highly complex filters designs using a new approach. We have not previously produced any designs that have gone into commercial production and therefore cannot be certain our methods and testing procedures are adequate to detect latent design defects. If any of our designs contain latent defects, we may be unable to correct these problems. Consequently, our reputation may be damaged and customers may be reluctant to buy our designs, which could harm our ability to attract customers and negatively impact our financial results. These problems may also result in claims against us by our customers or others.

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Our proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of our intellectual property without compensating us, thereby eroding our competitive advantages and harming our business.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop under the intellectual property laws of the United States, so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be adversely affected. We rely on trademark, copyright, trade secret and patent laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies. We currently hold several patents and have pending patent applications related to our technology solutions. Valid patents may not be issued from our pending applications, and the claims allowed on any issued patents may not be sufficiently broad to protect our technology or offerings and services. Any patents we currently hold or that may be issued to us in the future may be challenged, invalidated or circumvented, and any rights granted under these patents may not actually provide us with adequate defensive protection or competitive advantages. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

Policing unauthorized use of our technology is difficult. Additional uncertainty may result from changes to intellectual property legislation enacted in the United States, including the recent America Invents Act, and other countries and from interpretations of the intellectual property laws of the United States and other countries by applicable courts and agencies. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the United States, and mechanisms for enforcement of our proprietary rights in such countries may be inadequate. From time to time, legal action by us may be necessary to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement. Such litigation could result in substantial costs and the diversion of limited resources and could negatively affect our business, operating results and financial condition. If we are unable to protect our proprietary rights (including aspects of our technology platform) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

Accordingly, despite our efforts, we may be unable to obtain adequate patent protection, or to prevent third parties from infringing upon or misappropriating our intellectual property.

We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

Third parties may assert claims of infringement of intellectual property rights in proprietary technology against us for which we may be liable or have an indemnification obligation. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim and could distract our management from our business.

Although third parties may offer a license to their technology, the terms of any offered license may not be acceptable and the failure to obtain a license or the costs associated with any license could cause our business, results of operations or financial condition to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. Alternatively, we may be required to develop non-infringing technology, which could require significant effort and expense and ultimately may not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from licensing certain circuit designs or performing certain services or that requires us to pay substantial damages, including treble damages if we are found to have willfully infringed the claimant’s patents or copyrights, royalties or other fees. Any of these events could seriously harm our business, operating results and financial condition.

Indemnity provisions in our existing development agreement and other potential agreements we may enter into may expose us to substantial liability for intellectual property infringement and other losses.

Our existing development agreement includes, and other potential agreements we may enter into with third parties likely will include, indemnification provisions under which we agree to indemnify third parties for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our circuit designs, services, or other contractual obligations.

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The term of these indemnity provisions generally survives termination or expiration of the applicable agreement. Large indemnity payments could harm our business, operating results and financial condition.

Our industry is subject to intense competition and rapid technological change, which may result in circuit designs, products or new solutions that are superior to our designs under development. If we are unable to anticipate or keep pace with changes in the marketplace and the direction of technological innovation and customer demands, our designs may become less useful or obsolete and our operating results will suffer.

The industry in which we operate in general is subject to intense and increasing competition and rapidly evolving technologies. Because our designs are expected to have long development cycles, we must anticipate changes in the marketplace and the direction of technological innovation and customer demands. To compete successfully, we will need to demonstrate the advantages of our designs and technologies.

Our future success will depend in large part on our ability to establish and maintain a competitive position in current and future technologies. Rapid technological development may render our designs under development, or any future designs we may have, and its technologies obsolete. Many of our competitors have or may have greater corporate, financial, operational, sales and marketing resources, and more experience in research and development than we have. We cannot assure you that our competitors will not succeed in developing or marketing technologies or products that are more effective or commercially attractive than our designs or that would render our technologies and designs obsolete. We may not have or be able to raise or develop the financial resources, technical expertise, or support capabilities to compete successfully in the future. Our success will depend in large part on our ability to maintain a competitive position with our technologies.

If our principal end markets fail to grow or experience declines, our net revenue may decrease.

According to our business plan, our initial circuit designs will be incorporated into mobile wireless devices. Accordingly, demand for our designs is dependent on the ability of mobile wireless device manufacturers to successfully sell wireless devices that incorporate our designs. We cannot be certain whether these manufacturers will be able to create or sustain demand for their wireless devices that contain our designs or how long they will remain competitive in their business, if at all. The success of these mobile wireless device manufacturers and the demand for their wireless devices can be affected by a number of factors, including:

· market acceptance of their mobile wireless devices that contain our designs;

· the impact of slowdowns or declines in sales of mobile wireless devices in general;

· their ability to design products with features that meet the evolving tastes and preferences of consumers;

· fluctuations in foreign currency;

· relationships with wireless carriers in particular markets;

· the implementation of, or changes to, mobile wireless device certification standards and programs;

· technological advancements in the functionality and capabilities of mobile wireless devices;

· the imposition of restrictions, tariffs, duties, or regulations by foreign governments on mobile wireless device manufacturers;

· failure to comply with governmental restrictions or regulations;

· cost and availability of components for their products; and

· inventory levels in the sales channels into which mobile wireless device manufacturers sell their products.

Changes in current laws or regulations or the imposition of new laws or regulations could impede the license of our designs or otherwise harm our business.

Wireless networks can only operate in the frequency bands, or spectrum, allowed by regulators and in accordance with rules governing how the spectrum can be used. The Federal Communications Commission, or the FCC, in the United States, as well as regulators in foreign countries, have broad jurisdiction over the allocation of frequency bands for wireless networks. We therefore will rely on the FCC and international regulators to provide sufficient spectrum and usage rules. For example, countries such as China, Japan or Korea heavily regulate all aspects of their wireless communication industries, and may restrict spectrum allocation or usage. If this were to occur, it would make it difficult for us to license our designs for use in mobile devices in that region.

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Our limited operating history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

We have only a limited operating history upon which our business and future prospects may be evaluated. We have encountered and will continue to encounter risks and difficulties frequently experienced by companies in rapidly developing and changing industries, including challenges related to recruiting, integrating and retaining qualified employees; making effective use of our limited resources; achieving market acceptance of our existing and future solutions; competing against companies with greater financial and technical resources; and developing new solutions. Our current operational infrastructure may require changes for us to scale our business efficiently with additional technical personnel and effectively to keep pace with demand for our solutions, and achieve long-term profitability. If we fail to implement these changes on a timely basis or are unable to implement them effectively, our business may suffer. We cannot assure you that we will be successful in addressing these and other challenges we may face in the future. As a company in a rapidly evolving industry, our business prospects depend in large part on our ability to:

· build a reputation for a superior solution and create trust and long-term relationships with our potential customers;

· distinguish ourselves from competitors in our industry;

· develop and offer a competitive technology that meet our potential customers’ needs as they change;

· respond to evolving industry standards and government regulations that impact our business,

· expand our business internationally; and

· attract, hire, integrate and retain qualified and motivated employees.

If we are unable to meet one or more of these objectives or otherwise adequately address the risks and difficulties that we face, our business may suffer, our revenue may decline and we may not be able to achieve growth or long-term profitability.

Our management team has no experience with the implementation and administration of financial and reporting controls and procedures.

Although our management team makes certain representations about the financial and reporting controls and procedures in our offering documentation, our management team lacks experience in implementing and maintaining our operations and our financial processes. Financial and reporting controls and procedures implemented and maintained by our management team, now or in the future, may not be adequate, with the result that there may be substantial deficiencies that will need remediation in the future. If there are inadequate controls and procedures, our financial statements and our reporting may be inaccurate or untimely. Investors may not wish to invest in a company with identified control and procedure deficiencies.

The loss of the services of our key management and personnel or the failure to attract additional key personnel could adversely affect our ability to operate our business.

A loss of one or more of our current officers or key employees could severely and negatively impact our operations. Specifically, the loss of the services of any of the following would be material to us: Terry Lingren, our Chief Executive Officer; Robert Hammond, our Chief Technology Officer; and Neal Fenzi, our Vice President of Engineering. We have no present intention of obtaining key-man life insurance on any of our executive officers or management. Additionally, competition for highly skilled technical, managerial and other personnel is intense. As our business develops, we might not be able to attract, hire, train, retain and motivate the highly skilled managers and employees we need to be successful. If we fail to attract and retain the necessary technical and managerial personnel, our business will suffer and might fail.

We may have difficulty managing growth in our business.

Because of our small size, growth in accordance with our business plan, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we expand our activities, there will be additional demands on these resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including issues relating to our research and development activities and retention of experienced scientists, managers and engineers, could have a material adverse effect on our business, financial condition and results of operations and our ability to timely

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execute our business plan. If we are unable to implement these actions in a timely manner, our results may be adversely affected.

We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all, which may in turn hamper our growth and adversely affect our business.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new technology, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in private equity, equity-linked or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business may be adversely affected.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

The preparation of financial statements in conformity with generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to the fair values of convertible debt instruments, derivative instruments, other financial instruments and income taxes.

Risks Relating to this Offering, the Securities Markets and Ownership of Our Common Stock

The price of our common stock may be volatile and the value of your investment could decline.

Technology stocks have historically experienced high levels of volatility. The trading price of our common stock following this offering may fluctuate substantially. Following the completion of this offering, the market price of our common stock may be higher or lower than the price you pay in the offering, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:

· announcements of new offerings, products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;

· price and volume fluctuations in the overall stock market from time to time;

· significant volatility in the market price and trading volume of technology companies in general;

· fluctuations in the trading volume of our shares or the size of our public float;

· actual or anticipated changes or fluctuations in our results of operations;

· whether our results of operations meet the expectations of securities analysts or investors;

· actual or anticipated changes in the expectations of investors or securities analysts;

· litigation involving us, our industry, or both;

· regulatory developments in the United States, foreign countries, or both;

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· general economic conditions and trends;

· major catastrophic events;

· lockup releases, sales of large blocks of our common stock;

· departures of key employees; or

· an adverse impact on the company from any of the other risks cited herein.

In addition, if the market for technology stocks or the stock market, in general, experience a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have a material adverse effect on our business, results of operations and financial condition.

Sales of substantial amounts of our common stock in the public markets, including when the “lock-up” or “market standoff” period ends, or the perception that sales might occur, could reduce the price of our common stock and may dilute your voting power and ownership interest in us.

Sales of a substantial number of shares of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. Upon completion of this offering, we will have shares of common stock outstanding. All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our “affiliates” as defined in Rule 144 under the Securities Act.

Subject to certain exceptions described under the caption “Underwriting,” we and all of our directors and officers and certain of our stockholders beneficially owning 5% or more of our common stock have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of common stock without the permission of the underwriter for a period of 12 months from the date of this prospectus. All of our other stockholders have agreed to similar restrictions for a period of 180 days from the date of this prospectus. When the lockup periods expire, we and our locked-up security holders will be able to sell shares in the public market. In addition, the underwriter may, in its sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the applicable lock-up period. See the section of this prospectus entitled “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration, or the perception that such sales may occur, or early release of the lock-up, could cause our share price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

Holders of up to approximately shares of our common stock (including 430,985 shares of common stock underlying outstanding warrants and shares of common stock underlying the underwriter’s warrant), will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all shares of common stock that we may issue under our equity compensation plans.

Insiders will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock, in the aggregate, will beneficially own approximately % of the outstanding shares of our common stock after this offering, based on the number of shares outstanding as of , 2014, and after giving effect to the conversion of the convertible notes. As a result, these stockholders will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a manner that is adverse to your interests. This concentration of ownership may have the effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an opportunity to

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receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

Our securities have no prior market and our stock price may decline after the offering.

Prior to this offering, there has been no public market for shares of our common stock. Although we have applied to list our common stock on the NASDAQ Capital Market, an active public trading market for our common stock may not develop or, if it develops, may not be maintained after this offering. For example, The NASDAQ Stock Market imposes certain securities trading requirements, including requirements related to a minimum bid price, minimum number of stockholders, minimum number of trading market makers, and minimum market value of publicly traded shares. Our company and the underwriter will negotiate to determine the initial public offering price. The initial public offering price may be higher than the trading price of our common stock following this offering. As a result, you could lose all or part of your investment.

We have broad discretion in the use of net proceeds that we receive in this offering, and if we do not use those proceeds effectively, your investment could be harmed.

The principal purposes of this offering are to raise additional capital, to create a public market for our common stock and to facilitate our future access to the public equity markets. We intend to use the net proceeds that we receive in this offering for research and development to commercialize our technology, the development of our patent strategy and expansion of our patent portfolio, to pay accrued interest on outstanding indebtedness, and for working capital and general corporate purposes. We also may use a portion of the net proceeds from this offering to acquire or invest in technologies, solutions or businesses that complement our business, although we have no present commitments to complete any such transactions at this time. Accordingly, our management will have broad discretion over the specific use of the net proceeds that we receive in this offering and might not be able to obtain a significant return, if any, on investment of these net proceeds. See “Use of Proceeds.”

Investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds. If we do not use the net proceeds that we receive in this offering effectively, our business, results of operations and financial condition could be harmed.

The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform, the listing requirements of the securities exchange on which our common stock will be traded and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. Although we have already hired additional employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

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compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for so long as we are an “emerging growth company,” which could be as long as five years following the completion of this offering. Investors may find our common stock less attractive because we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

We will be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to furnish a report by our management on our internal control over financial reporting the year following our first annual report required to be filed with the SEC. When required, such report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.

Because the initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of our common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock in this offering, you will experience immediate dilution of $ per share, the difference between the price per share you pay (based on the assumed initial public offering price set forth on the cover page of this prospectus) for our common stock and the pro forma net tangible book value per share of our common stock as of September 30, 2013, after giving effect to the issuance of shares of our common stock in this offering. See the section entitled “Dilution.”

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

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Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon completion of this offering contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

· the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

· the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

· a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

· the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, the chief executive officer, the president (in the absence of a chief executive officer) or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

· the requirement for the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;

· the ability of our board of directors, by majority vote, to amend our amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt; and

· advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.

Risks Related to Government Regulation

Our failure to comply with U.S. laws and regulations relating to the export and import of goods, technology, and software could subject us to penalties and other sanctions and restrict our ability to license and develop our circuit designs.

We are obligated by law to comply with all U.S. laws and regulations governing the export and import of goods, technology, and services, including the International Traffic in Arms Regulations, or ITAR, the Export Administration Regulations, or EAR, regulations administered by the Department of Treasury’s Office of Foreign Assets Control, and regulations administered by the Bureau of Alcohol Tobacco Firearms and Explosives governing the importation of items on the U.S. Munitions Import List. Pursuant to these regulations, we are responsible for determining the proper licensing jurisdiction and export classification of our circuit designs, and obtaining all necessary licenses or other approvals, if required, for exports and imports of technical data, and software, or for the provision of technical assistance or other defense services to or on behalf of foreign persons. We are also required to obtain export licenses, if required, before employing or otherwise utilizing foreign persons in the performance of our contracts if the foreign person will have access to export-controlled technical data or software. The violation of any of the applicable laws and regulations could subject us to administrative, civil, and criminal penalties.

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These regulations could restrict our ability to license existing circuit designs and develop new designs. For example, as a result of ITAR requirements, we are unable to supply certain products to China satellite companies or end users, which comprise a significant part of the overall satellite market. Changes in our designs or changes in export and import regulations may create delays in the introduction of our designs in international markets, prevent our customers with international operations from deploying products incorporating our designs throughout their global systems or, in some cases, prevent the export or import of product including our designs to certain countries altogether. Any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons, or technologies targeted by such regulations, could result in decreased use of our designs by, or our ability to export or license our designs to, existing or potential customers with international operations and decreased revenue. Additionally, failure to comply with these laws could result in sanctions by the U.S. government, including substantial monetary penalties, denial of export privileges, and debarment from government contracts.

If we fail to comply with anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, or FCPA, we could be subject to civil and/or criminal penalties.

As a result of our potential international operations, we may be subject to anti-bribery laws, including the FCPA, which prohibits companies from making improper payments to foreign officials for the purpose of obtaining or keeping business. If we fail to comply with these laws, the U.S. Department of Justice, the Securities and Exchange Commission, or SEC, or other U.S. or foreign governmental authorities could seek civil and/or criminal sanctions, including monetary fines and penalties against us or our employees, as well as additional changes to our business practices and compliance programs, which could have a material adverse effect on our business, results of operations, or financial condition.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” contains forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

· our future financial and operating results;

· our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;

· the timing and success of our plan of commercialization;

· our ability to attract and retain customers;

· our dependence on growth in our customers’ businesses;

· the effects of market conditions on our stock price and operating results;

· our ability to maintain our competitive technological advantages against competitors in our industry;

· our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;

· our ability to introduce new offerings and bring them to market in a timely manner;

· our ability to maintain, protect and enhance our intellectual property;

· the effects of increased competition in our market and our ability to compete effectively;

· our plans to use the proceeds from this offering;

· costs associated with defending intellectual property infringement and other claims;

· our expectations concerning our relationships with customers and other third parties;

· our expectations concerning relationships between our customers and their manufacturers;

· the attraction and retention of qualified employees and key personnel;

· future acquisitions of or investments in complementary companies or technologies; and

· our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.

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You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

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MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations, market opportunity and market size, is based on information from various sources, including Cisco Systems, Inc., or Cisco, The White House, and Navian Inc., or Navian, on assumptions based on such data and other similar sources, and on our knowledge of the markets for our solution. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Certain information in the text of the prospectus is contained in independent industry publications. The sources of these independent industry publications are provided below:

(1) Cisco, Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update, 2012-2017 , February 6, 2013.

(2) Cisco, Cisco Visual Networking Index: Forecast and Methodology, 2012-2017 , March 29, 2013.

(3) Navian, Decade Forecast on Front-End Module 2010-2020 , August 11, 2010.

(4) Navian, RF Devices / Modules for Cellular 2013-2014 , October 25, 2013.

(5) The White House, Presidential Memorandum: Unleashing the Wireless Broadband Revolution , June 28, 2010.

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BUSINESS

Overview

Resonant is a development-stage company creating innovative filter designs for radio frequency, or RF, front-ends for the mobile device industry. The RF front-end is the circuitry in a mobile device responsible for analog signal processing and is located between the device’s antenna and its digital baseband. We use a fundamentally new technology called Infinite Synthesized Networks, or ISN, to configure resonators, the building blocks of RF filters. Filters are a critical component of the RF front-end. They are used to select desired radio frequency signals and reject unwanted signals.

We believe licensing our designs is the most direct and effective means of delivering our solutions to the market. Our target customers make part or all of the RF front-end. We intend to retain ownership of our designs and charge royalties based on sales of RF front-end modules that incorporate our designs. We do not intend to manufacture or sell any physical products or operate as a contract design company developing designs for a fee.

We are currently developing our first design, a duplexer, in collaboration with Skyworks Solutions, Inc., under the terms of a development agreement. Duplexers are two filters combined into a single component which simultaneously selects both the transmit and receive signals. We expect to complete work on a production-ready duplexer design before the end of 2014. Skyworks has an option to license our duplexer design at already agreed-upon royalty rates upon completion. There is no assurance that we can complete our design or that our design will have acceptable performance. In addition, our design will compete with other products and solutions available to Skyworks and may not be selected even if fully compliant with all specifications.

Resonant Inc. was incorporated in Delaware in January 2012. Resonant LLC was formed in California in May 2012. Resonant LLC commenced business in July 2012 with initial funding from our founders. Resonant Inc. acquired all of the outstanding membership interests of Resonant LLC in June 2013 in an exchange transaction, and Resonant LLC became a wholly-owned subsidiary of Resonant Inc. Resonant Inc. had been dormant until that time.

Our principal executive offices are located at 460 Ward Drive, Suite D, Santa Barbara, California, 93111, and our telephone number is 805-690-4555. Our website address is www.resonant.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus.

Our History

Our technology was originally pioneered by Superconductor Technologies Inc., or STI. STI commercialized discoveries in high temperature superconductors by developing unique RF filter technology and creating high performance RF filters for cellular towers. STI had a program from 2007 to 2010 to develop electronically reconfigurable RF filters for mobile devices using surface acoustic wave, or SAW, filter technology. STI halted work on the RF filter program in 2010 in order to devote its resources to the development of high temperature superconducting wire.

Dr. Robert Hammond, STI’s Chief Technology Officer during the RF filter program, continued to believe in the potential of STI’s RF filter technology for mobile devices and championed its further development. Terry Lingren, then serving as Vice President of Engineering at Kyocera Communications, Inc., and Neal Fenzi, who was then serving as Chief Engineer at STI, joined Dr. Hammond to co-found Resonant LLC in May 2012.

Resonant LLC commenced business on July 6, 2012 with initial contributions from the founders and STI. The founders contributed $200,000 and agreed to work full-time without pay until we secured adequate funding. STI contributed a patent portfolio, software, equipment, temporary office space and an early version of our development agreement with Skyworks.

We devoted the next year to pursuing additional financing and required additional interim funding from the founders. The founders loaned us an aggregate of $200,000 during the first quarter of 2013. We issued the founders warrants to purchase units of Resonant LLC in connection with the loans. We repaid the loans in the second quarter of 2013.

We changed the form of ownership from a limited liability company to a corporation in an exchange transaction on June 17, 2013. The founders exchanged all of their units and warrants of Resonant LLC for common stock and warrants of Resonant Inc. STI exchanged all of its units of Resonant LLC for a $2.4 million subordinated convertible note of Resonant Inc. The subordinated convertible note is interest free and matures on September 17,

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2014. It is also secured by all of our assets but is subordinated to the senior convertible notes. The subordinated convertible note will convert into 700,000 shares of common stock immediately prior to completion of this offering.

Resonant Inc. was organized by STI on January 14, 2012 but had not conducted any operations prior to the exchange transaction. The common stock originally issued to STI upon the formation was cancelled in the exchange transaction, at which time Resonant LLC became a wholly-owned subsidiary of Resonant Inc.

We closed a financing on June 17, 2013. We issued $7.0 million of senior convertible notes in a private placement to accredited investors. The senior convertible notes mature on September 17, 2014, bear interest at 6.0% per annum and are secured by all of our assets and the assets of Resonant LLC. The senior convertible notes will automatically convert into an aggregate of 2,087,590 shares of common stock immediately prior to the completion of this offering. MDB Capital Group served as the exclusive placement agent for the private placement.

Industry Background

Glossary

The following is a glossary of useful terms:

· Band, channel or frequency band — a designated range of radio wave frequencies used to communicate with a mobile device.

· Bulk acoustic wave (BAW) - an acoustic wave traveling through a material exhibiting elasticity.

· Duplexer - a bi-directional device that connects the antenna to the transmitter and receiver of a wireless device and simultaneously filters both the transmit signal and receive signal.

· Filter - a series of interconnected resonators designed to pass (or select) a desired radio frequency signal and block unwanted signals.

· Resonator — a device that naturally oscillates (or resonates) at specific frequencies. The oscillations in a resonator can be either electromagnetic or mechanical (including acoustic). Resonators are the building blocks for filters.

· RF front-end — the circuitry in a mobile device responsible for the analog signal processing which is located between the antenna and the digital baseband.

· Surface acoustic wave (SAW) — an acoustic wave traveling along the surface of a material exhibiting elasticity, with an amplitude that typically decays exponentially with depth into the substrate.

The Mobile Internet

Rising consumer demand for always-on wireless broadband connectivity is creating an unprecedented need for high performance RF front-ends for mobile devices. Mobile devices such as smartphones and tablets are quickly becoming the primary means of accessing the internet. According to Cisco, worldwide mobile data traffic will grow at a compounded annual growth rate of 66 percent from 2012 to 2017. Cisco further estimates that data traffic from wireless devices will exceed traffic from wired devices by 2016.

The exponential growth in mobile data traffic is testing the limits of existing wireless bandwidth. Carriers and regulators have responded by opening new RF spectrum, driving up the number of frequency bands in mobile devices. As a prime example, President Obama issued a directive in 2010 to the FCC and other agencies to make available an additional 500 MHz of RF spectrum to meet the growing demand in the United States. Similar initiatives are occurring worldwide.

Adding RF spectrum is not a complete solution. The added spectrum does not come in large contiguous blocks, but rather in small channels or bands of varying size and frequency. Thus, more data means more bands, and the result is a rapid and substantial increase in the number of bands in mobile devices.

Challenges Faced by the Mobile Device Industry

This substantial increase in frequency bands has created at least two significant problems. Both problems involve a critical front-end component called a filter. A filter selects a desired radio frequency signal and rejects unwanted signals. Two filters often are combined into a single component called a duplexer, which simultaneously selects both the transmit and receive signals of a mobile device. Today’s RF front-ends have multiple filters and

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duplexers, and they constitute a large percentage of the physical size and cost of the front-end. We believe that filters and duplexers will comprise more than half of the RF front-end market by 2017.

The first problem is that many of the new bands require filters and duplexers that use a relatively expensive BAW technology. Mobile device manufacturers would prefer to use SAW technology because of its lower cost and smaller size. However, conventional filter designs using SAW technology do not perform adequately in high frequency bands or in bands with closely spaced receive and transmit channels, typical of many new bands.

The second, and bigger problem, is that the rapid increase in bands is causing a corresponding increase in the number of duplexers in mobile devices because traditional RF front-end solutions typically require one duplexer for each frequency band. For example, over the past two years the duplexer count in a leading smartphone increased from four to nine duplexers and a larger number of individual filters. This is dramatically driving up the cost of RF front-ends.

The growing number of duplexers is also increasing the total size of the RF front-end. In some cases, size constraints require the device manufacturer to fragment its product offering into multiple versions, each with a limited set of duplexers customized for just one carrier network. Multiple versions of a product increase manufacturing, inventory and distribution costs. Device manufacturers would prefer to make one version of a product containing a full set of duplexers that can be electronically selected as required for a particular carrier network.

Our Solutions

We plan to commercialize our technology by creating two families of filter designs that address these problems:

· Single-Band Designs —We plan to develop a series of SAW duplexer designs for RF frequency bands presently limited to the larger and more expensive BAW duplexers. We believe we can design SAW duplexers for many of these bands at less than half the cost of BAW duplexers.

· Reconfigurable Designs — We also plan to develop a series of reconfigurable filter designs that can be electronically programmed in real time for different RF frequency bands. We believe our reconfigurable filter designs will replace multiple filters and significantly lower the cost and size of RF front-ends.

Our Technology

We use a fundamentally different technology called Infinite Synthesized Networks, or ISN, to configure resonators, the building blocks of RF filters. Our ISN technology is a universal approach that allows many variables to be changed and components to be adjusted in order to achieve a particular set of specifications. We have fabricated circuitry that demonstrates the feasibility of our approach and believe it will yield new generations of designs not available with the single-topology approach inherent in the current technology.

We believe ISN will disrupt the RF front-end market through the following advantages:

· Significant cost reductions,

· Smaller size,

· Fewer components, and

· Improved performance.

ISN technology is a set of patented and proprietary filter design methods and tools that enable us to design unconventional RF filters that we believe can be manufactured with existing high-volume fabrication processes. Our veteran team of engineers and scientists has demonstrated in a laboratory setting the feasibility of our plan of commercialization. We designed, fabricated and tested SAW filters that use an unconventional (non-ladder) structure and have improved performance compared to the conventional approach. We also designed, fabricated and tested SAW circuitry that demonstrates the feasibility of our reconfigurable filter designs.

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RF Front-Ends

Mobile devices are two-way communication devices that work by transmitting and receiving digital information encoded as analog RF signals between the mobile device and a cellular base station. Every mobile device has a digital baseband system and an analog RF front-end.

The RF front-end is responsible for the analog signal processing required to transmit and receive RF signals between the mobile device and the cellular base station. The RF front-end is generally defined as the circuitry between the antenna and the digital baseband system. The RF front-end performs following functions:

· Amplification of low-level signals (for both the transmitted and received signals);

· Filtering to select and isolate the signals to meet performance requirements and to prevent interference; and

· Transmitting and receiving those signals to and from the cellular base station via the antenna.

The RF front-end is a critical part of the mobile device. Trade-offs in overall system performance, power consumption, and size are determined between the RF front-end and the baseband system. On the receive side, the RF front-end sets the stage for what digital bit-error-rate performance is possible at final bit detection. It is here that the receiver can, within limits, be designed for the best potential signal to noise ratio. And on the transmit side, the power amplifier is still one of the largest consumers of battery life. Making better decisions here can greatly improve a device’s single-charge longevity or, conversely, allow for a smaller battery with equivalent performance.

The primary components of the RF front-end are the power amplifier, the low-noise amplifier, the duplexer and the antenna. Figure 2 below is a simplified representation of an RF front end:

Figure 2 — Simplified block diagram of a typical mobile device RF front-end.

According to Navian, the mobile device RF front-end market was $7.8 billion in 2012 and is forecasted to reach $18.7 billion by 2017. This represents a compound annual growth rate of 19%, which is significantly higher than the overall growth rate of the mobile device industry.

The Challenge

Moore’s Law predicts that transistor density on integrated circuits will double approximately every two years, and the digital baseband of mobile devices has improved exponentially as predicted by Moore’s Law. However, major improvements to the analog RF front-end have been limited by existing filter technology, with only incremental updates to decades-old practices. Consequently, the RF-front end is taking up an ever-growing share of the cost and size of mobile devices. As the number of bands continues to increase, so will the cost of wireless components using today’s conventional RF technology.

Most mobile devices sold today operate on “fourth generation” wireless technology, or 4G. There are nearly fifty 4G bands recognized worldwide today, and the list is growing. Under traditional design methods, this

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requires duplication of many of the components shown in the above diagram since many of them will only work on a single band. The RF front-end gets more complex as more bands are added.

This complexity presents a significant challenge to the RF front-end. The RF front-end must meet the growing data demands while reducing cost and size and improving battery life. Our solution involves a radically new approach to RF component design, enabled by ISN technology. Four types of RF components dominate the size and cost of the RF front-end of mobile devices. We believe our designs will enable our customers to combine three of them into a single, low-cost, multi-function and multi-band component.

Our Filter Designs

Filter design for communications dates back more than 100 years. The RF filter designs currently utilized in mobile devices have changed very little over the past century. The modern mobile device RF front-end has kept pace with increased demands primarily through dramatic progress in manufacturing methods for RF integrated circuits. However, filter design has lagged behind.

Current transmit filters are based on a filter design patented in 1931 by Lloyd Espenschied. The optimized design is the ubiquitous “acoustic wave ladder” used in today’s mobile devices. Countless alternative designs are possible. However, the Espenschied design is constrained by the initial design assumptions. Consequently, the current optimization process will not yield alternative structures.

By contrast, our universal approach allows many variables to be changed, and the components to be moved, even eliminated or added, in order to achieve a particular set of specifications. We have created several proprietary RF circuit design methodologies, which are supported by dozens of custom software circuit design modules. As shown in Figure 3 below, the conventional Espenschied structure uses a fixed topology and allows only minor optimization. Our approach exploits added complexity to produce what we believe will be smaller, lower cost solutions.

Figure 3 — Conventional filter design approach versus our universal ISN approach. The resonators are shown above in parallel for the universal approach, but this is not required. The universal approach allows for series, series/parallel and other arrangements of the resonators.

We have used our ISN technology to produce filter designs that are different from and superior to the ladder filter design. Our designs have improved performance in terms of the key parameters of loss and steepness of rejection.

Even more significantly, the mobile device industry has long sought the ability to design tunable, or reconfigurable, filters capable of processing multiple bands. The conventional approach is to use a different filter for each band and use an antenna switch to alternate between multiple filters. The goal of a reconfigurable filter is to replace multiple filters with a single tunable filter, saving both cost and valuable space. Our ISN technology has enabled us to produce in a laboratory setting reconfigurable designs that operate in multiple bands.

We have used our ISN technology to produce a design in a laboratory setting for a two-band SAW filter electronically reconfigurable between two alternate bands. Circuitry was fabricated and performed as predicted.

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The design incorporates SAW resonators, non-resonant components and switches to create a reconfigurable SAW filter that can be adapted to each of the frequency bands.

Plan of Commercialization

Single-Band Designs

There is a rapidly growing need for duplexers. According to Navian, the total number of duplexers in new mobile devices was 3.3 billion in 2012, and is projected to grow at a 31% compound annual growth rate to 12.8 billion in 2017.

Figure 4 — Actual and projected growth in number of mobile device terminals and duplexers from 2009 through 2017 (in billions).

SAW filters are preferred in modern RF front-ends because of their high performance, small size and low cost. However, traditional SAW ladder designs do not perform well in high frequency bands or bands with closely spaced receive and transmit channels, typical of many new bands. Therefore, larger and more expensive BAW filters are typically used for these bands.

We have demonstrated in a test environment our ability to design SAW filters that perform well in frequency bands presently limited to the larger and more expensive BAW filters. We plan to develop a series of SAW duplexer designs for these frequency bands. We believe we can design SAW duplexers for many of these bands that can be manufactured at less than half the cost of BAW duplexers.

Reconfigurable Designs

We plan to develop a series of reconfigurable filter designs that replace multiple filters. Our initial designs are likely to use SAW filters and build on our expertise in SAW filter technology. We have fabricated circuitry in a laboratory test that demonstrates the feasibility of our reconfigurable filter designs. We believe we can design reconfigurable filters that can be electronically reprogrammed in real time for different RF frequency bands, significantly lowering the cost and size of RF front-ends.

We have started discussions with several prospective customers for the design of reconfigurable filters with the goal of securing a lead customer. These discussions may not result in any agreements. Regardless of the timing or outcome of these discussions, we plan to proceed with development of reconfigurable filter designs later this year.

Future Designs

Our immediate focus is to address the problems in the RF front-end with innovative single-band and reconfigurable designs made possible with our ISN technology. These designs present the greatest near-term potential for commercialization of our ISN technology. However, we believe longer term that our ISN technology will enable more cost effective utilization of spectrum through new paradigms such as cognitive radio.

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Our First Commercial Duplexer Design

We are currently developing our first commercial duplexer design in collaboration with Skyworks under the terms of a development agreement. Skyworks is an innovator in high performance analog semiconductors and a leading supplier of RF front-ends for mobile devices. Skyworks has developed a set of proprietary specifications for our duplexer based on the demands of its customers.

The development agreement contains the following progress milestones:

· Milestone 1 (Resonator Designs) — Design a set of resonators, fabricate using an approved high volume manufacturer and provide test results.

· Milestone 2 (First Duplexer Design) — Design the first iteration of a fully-packaged duplexer, fabricate using the approved manufacturer, provide test results and deliver samples.

· Milestone 3 (Second Duplexer Design) — Design the second iteration of a fully-packaged duplexer, fabricate using the approved manufacturer, provide test results and deliver samples.

· Milestone 4 (Production-Ready Duplexer Design) — Design production-ready, fully-packaged duplexer, fabricate using the approved manufacturer, provide test results and deliver samples.

We completed Milestone 1 and are actively working on Milestone 2. We expect to complete work on a production-ready duplexer design before the end of 2014. We are funding our portion of the development work and will own our duplexer design and all related intellectual property. Skyworks is funding certain costs and devoting engineering resources to testing and qualification

Skyworks has an option to license our duplexer design at already agreed-upon royalty rates upon completion. We will own our duplexer design and all related intellectual property. The terms of the license would give Skyworks exclusivity on our filter designs for a limited time on the relevant duplexer band. The exclusivity provision will not affect our ability to design filters in other bands.

There is no assurance that we can complete our duplexer design or that our design will have acceptable performance. In addition, our design will compete with other products and solutions available to Skyworks and may not be selected even if fully compliant with all specifications.

Business Model

We intend to retain ownership of our designs and charge royalties based on sales of RF front-end modules that incorporate our designs. We do not intend to manufacture or sell any physical products or operate as a contract design company developing designs for a fee. Our strategy is to develop and license filter designs that offer reductions to the cost and size of RF front-ends. The goal of our designs is to improve profit margins and increase market share for our customers.

We will license specific, custom designs to our customers. Our plan is to charge royalties at a fixed amount per filter and not as a percentage of sales. We expect to generate substantially all of our revenues with these types of licensing arrangements. Each filter design and related royalty stream is expected to have a finite commercial life as mobile devices continue to evolve. Our plan is to offer our customers replacement designs as existing designs become obsolete.

We anticipate a significant delay between the start of a design and the start of royalty payments under a particular license. In some cases, we may grant the customer a limited period of exclusivity on a specific design or frequency band to enable the customer to be the first to market with the design. We do not expect any of these exclusivity provisions to have any long-term duration nor prevent us from concurrently working filter designs in other bands for other customers.

We have advantages that we believe present significant barriers to entry for potential competitors:

· a large and growing portfolio of patents;

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· a suite of proprietary software design tools;

· a highly experienced design team; and

· a multi-year technology lead.

We plan to pursue filter design agreements and joint ventures with potential customers and other strategic partners whenever advantageous. These types of arrangements may subsidize filter design costs, as well as offer complementary technology and market intelligence. However, we intend to retain ownership of our technology, designs and related improvements. Our goal is to establish and leverage alliances with new customers, who will help grow the market for our designs by integrating them with their own proprietary technology and products, thus combining their own particular strengths with ours to provide an extensive array of Resonant-based solutions.

Our products will be designed for manufacture with existing high-volume fabrication processes allowing rapid time to market, but we do not plan to manufacture or sell any physical components. Unlike a traditional hardware company, we intend to create designs for manufacturers eliminating for us the costs and problems associated with manufacturing and inventory. This allows us to concentrate on our unique expertise, leaving the hardware manufacturers to drive their own economies of scale.

Intellectual Property

We have an active program of protecting our proprietary technology through the filing of patents. Our patent portfolio comprises 31 issued, allowed and pending patents in the U.S. and selected foreign countries. The portfolio reflects both the initial technology contribution of STI, as well as our own patent filings since our founding. We have plans to file additional patents this year.

Our patent portfolio relates primarily to the following subject matter:

· filter circuit structures and topologies,

· filter synthesis and design methods, and

· resonator structures.

We also have an active and ongoing program to identify, protect and commercialize our intellectual property. This program includes the development of a comprehensive patent strategy. We have engaged several highly specialized outside firms to assist in these endeavors. These firms are assisting with invention identification, intellectual property strategy and competitive landscape analysis. We spent $442,000 on this program from inception through December 31, 2013. We plan to increase spending on this program after the initial public offering and continue at the increased levels for the foreseeable future.

Our research has not identified any public information, such as patents or published articles, relating to our technology that would affect our freedom to operate. However, there can be no assurance that our pending patent applications or any future patent applications will be approved or will not be challenged successfully by third parties, that any issued patents will protect our technology or will not be challenged by third parties, or that the patents of others will not have an adverse effect on our ability to do business. Furthermore, there can be no assurance that others will not independently develop similar or competing technology or design around any patents that have been or may be issued to us.

We also rely on trademark, copyright and trade secret laws to protect our intellectual property. We have filed U.S. trademark applications for “Resonant,” “RcR” and “Reconfigurable Resonance.” We protect our trade secrets and other proprietary information by requiring confidentiality agreements from all our employees, consultants and third parties having access to such information. Despite these efforts, there can be no assurance that others will not gain access to our trade secrets, or that we can meaningfully protect our technology. In addition, effective trademark, copyright and trade secret protection may be unavailable or limited in certain foreign countries. Although we intend to protect our rights vigorously, there can be no assurance that such measures will be successful.

Competition

Our customers source their filter designs internally from their own engineers or externally from a filter manufacturer. We intend to offer both kinds of customers filter designs that we believe do not currently exist. Our competitive challenge is to convince customers that our unconventional, proprietary designs offer significant size,

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cost and performance advantages over any design they can produce themselves or procure from a filter manufacturer.

Thus, we will “compete” indirectly with the existing filter designs and design capabilities of our target customers or their filter manufacturers. These companies include, among others, Skyworks Solutions Inc., Qualcomm Technologies, Inc., Murata Manufacturing Co., Ltd., Avago Technologies Limited, TriQuint Semiconductor, Inc., TDK Epcos, Panasonic, Taiyo Yuden and RF Micro Devices, Inc. We must demonstrate that switching from their designs to our designs will give them a significant competitive advantage by improving the cost, size and performance of their products. And the improvement must be large enough to justify our royalty rates.

Some companies are exploring pure digital solutions as alternatives to acoustic wave filters. Pure digital solutions advance steadily, as predicted by Moore’s Law. As a result of the many decades of this progress to date, a great many traditionally analog tasks are now handled digitally. However, RF front-end analog tasks represent a much more demanding challenge. One of the most significant challenges is the large dynamic range required — approximately 14 orders of magnitude. Digital solutions have advanced significantly, but they remain several orders of magnitude short of providing solutions to the mobile device RF front-end signal processing challenge. Progress remains steady, as expected by Moore’s Law, but several decades remain before that progress might be expected to bridge this significant gap.

There are several traditional approaches capable of producing tunable RF filters, but they typically “tune” the frequencies of the resonators by selectively adding or removing capacitance, which is traditionally performed by tunable capacitors or switched capacitors. This approach has significant limitations and has proven unattractive to the RF front-end market. However, several RF devices are in development that may improve switching and/or tunable capacitance functions in the RF front end. These include digitally-switched capacitors, MEMS (micro-electro-mechanical) tuned capacitors, BST (barium strontium titanate) tuned capacitors, and MEMS RF switches. Thus, traditional tunable filter approaches may become more competitive than they are today.

Employees

We have currently 12 full-time employees and 5 outside consultants. Our three founders divide their time between filter designs and administrative matters. We have two employees and one consultant devoted solely to administrative matters. All of our other employees and consultants are devoted entirely to filter design and comprise 5 senior engineers and 6 PhD scientists. They have more than 200 years of combined experience in RF science and engineering. Many of these people worked together as a team at STI on the original development program for our technology. We plan to hire a chief financial officer and a director of finance before completing this offering. We also expect to hire additional technical personnel for the filter design team.

Real Property

We currently rent approximately 2,200 square feet of office and laboratory space in Santa Barbara, California on a month-to-month basis from STI. The Santa Barbara facility is our main office and contains most of our technical team and all of our administrative personnel. We have been located in this facility since our inception.

We recently signed a 3-year lease for approximately 3,600 square feet of office and laboratory space in Goleta, California. The lease expires February 2017, but we have an option for an additional 3 years. We also have a right of first refusal on an additional 1,700 square feet of contiguous space. We are currently building out this facility and plan to relocate into the new facility in the first quarter of 2014.

We have leased an additional 1,800 square feet of office space in Burlingame, California. The lease expires in November 2015. We have an option for an additional 2 years. This facility is a satellite office and is used by several members of our technical team resident in the San Francisco Bay area. We believe our design teams can work together effectively from multiple offices with modern communications technology. This flexibility has the advantage of enhancing our ability to recruit experienced personnel in key technology centers around the country. We may open additional satellite offices for this reason.

We believe our current facilities will be adequate through 2014. We will need additional office space in 2015 for planned growth.

Legal Proceedings

We are not a party to any legal proceedings.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes, which are included elsewhere in this prospectus. The consolidated statements of operations data for the period from May 29, 2012 (inception) to December 31, 2012 and the consolidated balance sheet data as of December 31, 2012 are derived from the audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated statement of operations data for the nine months ended September 30, 2013 and for the period from May 29, 2012 (inception) to September 30, 2013, and the consolidated balance sheet data as of September 30, 2013, are derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus. We have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and our interim results are not necessarily indicative of the results to be expected for the full year or any other period.

	Period from May 29, 2012 (inception) to December 31, 2012(1)			Nine Months Ended September 30, 2013(1)			Period from May 29, 2012 (inception) to September 30, 2013(1)
				(unaudited)			(unaudited)
Consolidated Statement of Operations Data:
Revenue	$	—		$	—		$	—
Operating Expenses:
Research and development expenses	141,799			798,669			940,468
General and administrative expenses	245,351			1,141,007			1,386,358
Depreciation and amortization	4,508			7,881			12,389
Total operating expenses	391,658			1,947,557			2,339,215
Operating loss	(391,658		)	(1,947,557		)	(2,339,215		)
Other income (expense):
Interest income (expense), net	73			(927,118		)	(927,045		)
Fair value adjustments to warrant and derivative liabilities	—			164,258			164,258
Bridge warrant expense	—			(560,155		)	(560,155		)
Other income (expense)	—			(333		)	(333		)
Total other income (expense)	73			(1,323,348		)	(1,323,275		)
Loss before income taxes	(391,585		)	(3,270,905		)	(3,662,490		)
Provision for income taxes	(800		)	(2,056		)	(2,856		)
Net loss	$	(392,385	)	$	(3,272,961	)	$	(3,665,346	)
Net loss per share	$	—	(2)	$	(2.49	)(3)	$	—	(2)
Weighted average shares outstanding — basic and diluted	—		(2)	999,999		(3)	—		(2)

	As of December 31, 2012			As of September 30, 2013
				(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	89,044		$	4,402,550
Working capital deficit	$	(179,667	)	$	(3,946,321	)
Total assets	$	336,109		$	5,893,795
Notes payable	$	100,000		$	7,302,243
Total stockholders’ equity (deficit)	$	46,351		$	(5,338,127	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes to the consolidated financial statements included later in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs and expectations that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

We are currently developing our first design, a duplexer, in collaboration with Skyworks Solutions, Inc., under the terms of a development agreement. Duplexers are two filters combined into a single component which simultaneously selects both the transmit and receive signals. Skyworks has an option to license our duplexer design at already agreed-upon royalty rates upon completion. There is no assurance that we can complete our design or that our design will have acceptable performance. In addition, our design will compete with other products and solutions available to Skyworks and may not be selected even if fully compliant with all specifications.

We were founded as Resonant LLC on May 29, 2012 (our inception date). We commenced business on July 6, 2012 with initial contributions from our founders and Superconductor Technologies Inc., or STI. The founders contributed $200,000 and agreed to work full-time without pay until we secured adequate funding. STI contributed a patent portfolio, software, equipment, temporary office space and an early version of our first development agreement with Skyworks.

The founders loaned us an aggregate of $200,000 during the first quarter of 2013, and we issued a series of warrants to the founders in connection with these loans. We refer to the founder loans as Bridge Loans and the founder warrants as Bridge Loan Warrants. We repaid the Bridge Loans in the second quarter of 2013.

We changed our form of ownership from a limited liability company to a corporation in an exchange transaction on June 17, 2013. The founders exchanged all of their units and warrants of Resonant LLC for common stock and warrants of Resonant Inc. STI exchanged all of its units of Resonant LLC for a $2.4 million subordinated convertible note of Resonant Inc., or Subordinated Convertible Note. The Subordinated Convertible Note matures on September 17, 2014, is interest free and is secured by all of our assets. It will convert into 700,000 shares of common stock effective upon the completion of this offering.

We closed our first financing on June 17, 2013. We issued $7.0 million of senior convertible notes, or Senior Convertible Notes, in a private placement. The Senior Convertible Notes mature on September 17, 2014, bear interest at 6.0% per annum and are secured by all of our assets. They will convert into 2,087,590 shares of common stock effective upon the completion of this offering. The interest is payable in cash or shares of common stock.

We paid MDB Capital Group, LLC, which served as placement agent, a commission of $700,000 and issued it warrants to purchase 208,763 shares of common stock, which we refer to as the Financing Warrant. We also issued MDB Capital Group, LLC warrants to purchase 222,222 shares of common stock for business consulting services, which we refer to as the Consulting Warrant.

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We have earned no revenue since inception, and our operations have been funded with the initial capital contributions and debt. We have incurred losses totaling $3.7 million from inception through September 30, 2013. These losses are primarily the result of research and development costs associated with commercializing our technology, combined with start-up and financing costs. We expect to continue to incur substantial costs for commercialization of our technology on a continuous basis because our business model involves developing and licensing custom filter designs.

Our financial statements contemplate the continuation of our business as a going concern. We are subject to the risks and uncertainties associated with a new business. We have no established source of capital, do not yet have the ability to earn revenue and have incurred significant losses from operations since inception. These matters raise substantial doubt about our ability to continue as a going concern. Our auditors also have expressed an opinion that substantial doubt exists as to whether we can continue as a going concern in their report on our audited financial statements for the period from May 29, 2012 (inception) to December 31, 2012. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

Plan of Operation

We plan to commercialize our technology by creating two families of filter designs that address the problems created by the growing number of frequency bands in the RF front-end of mobile devices. First, we plan to develop a series of single-band SAW filter designs for frequency bands presently dominated by larger and more expensive BAW filters. Second, we plan to develop a series of reconfigurable filter designs that replace multiple filters. In order to succeed, we must convince RF front-end suppliers that our filter designs can significantly reduce the size and cost of their products.

Our primary activity in the near term will be continued work on a duplexer design under our existing development agreement with Skyworks. We expect to complete work on the duplexer design before the end of 2014. There is no assurance that we can complete our design or that our design will have acceptable performance. In addition, our design will compete with other products and solutions available to Skyworks and may not be selected even if fully compliant with all specifications.

We expect to begin development of our first reconfigurable filter design shortly after completing this offering. This will require recruiting and hiring additional personnel. We have started discussions with several prospective customers for the design. These discussions are ongoing and may not result in any agreements. We expect to proceed with our plan to develop a reconfigurable filter design regardless of the outcome of these discussions. We may not succeed in the development of a commercially viable reconfigurable filter design or secure any customers for such designs.

We plan to pursue filter design agreements and joint ventures with potential customers and other strategic partners. These types of arrangements may subsidize filter design costs, as well as offer complementary technology and market intelligence and other avenues to revenue. However, we intend to retain ownership of our technology, designs and related improvements. We expect to pursue development of multiple designs for multiple customers, and grant each customer a royalty-bearing license to a specific design with some limited period of exclusivity.

We expect to use the net proceeds received from this offering for research and development to commercialize our technology, the development of our patent strategy and expansion of our patent portfolio, to pay accrued interest on outstanding indebtedness, as well as for working capital and other general corporate purposes. The net proceeds from this offering are anticipated to be approximately $ million which is expected to be sufficient to fund our activities for at least the next two years following the offering. Our anticipated costs include employee salaries and benefits, compensation paid to consultants, capital costs for research and other equipment, costs associated with development activities including travel and administration, legal expenses, sales and marketing costs, general and administrative expenses, and other costs associated with an early stage, publicly-traded technology company. We anticipate increasing the number of employees by up to approximately 25 to 35 employees; however, this is highly dependent on the nature of our development efforts and our success in commercialization. We anticipate adding employees for research and development, as well as general and administrative functions, to support our efforts. We expect to incur consulting expenses related to technology development and other efforts as well as legal and related expenses to protect our intellectual property. We expect capital expenditures to be approximately $500,000 for the purchase of equipment and software during the two years following this offering.

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The amounts that we actually spend for any specific purpose may vary significantly and will depend on a number of factors including, but not limited to, the pace of progress of our commercialization and development efforts, actual needs with respect to product testing, development and research, market conditions, and changes in or revisions to our marketing strategies. In addition, we may use a portion of any net proceeds to acquire complementary products, technologies or businesses; however, we do not have plans for any acquisitions at this time. We will have significant discretion in the use of any net proceeds. Investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of our common stock.

Commercial development of new technology is, by its nature, unpredictable. Although we will undertake development efforts with commercially reasonable diligence, there can be no assurance that the net proceeds from this offering will be sufficient to enable us to commercialize our technology to the extent needed to create future sales to sustain operations as contemplated herein. If the net proceeds from this offering are insufficient for this purpose, we will consider other options to continue our path to commercialization, including, but not limited to, additional financing through follow-on stock offerings, debt financing, co-development agreements, curtailment of operations, suspension of operations, sale or licensing of developed intellectual or other property, or other alternatives.

If we are unable to raise the net proceeds that we believe are needed to develop our technology and enable future sales, we may be required to scale back our development plans by reducing expenditures for employees, consultants, business development and marketing efforts, and other envisioned expenditures. This could reduce our ability to commercialize our technology or require us to seek further funding earlier, or on less favorable terms, than if we had raised the full amount of the proposed offering.

If management is unable to implement its proposed business plan or employ alternative financing strategies, it does not presently have any alternative proposals. In that event, investors should anticipate that their investment may be lost and there may be no ability to profit from this investment.

We cannot assure you that our technology will be accepted, that we will ever earn revenues sufficient to support our operations or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease, our operations.

Critical Accounting Policies

The following discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. See Note 2 to our financial statements for a more complete description of our significant accounting policies.

Development Stage Enterprise . We are a development stage company as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 915, Development Stage Entities . We are devoting substantially all of our present efforts to commercialize our technology by developing RF filter designs, and our planned principal operations have not yet commenced. We have not generated any revenues from operations and have no assurance of any future revenues. All losses accumulated since our inception on May 29, 2012 have been considered as part of our development stage activities.

Basis of Presentation. Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States which contemplate our continuation as a going concern. However, we are subject to the risks and uncertainties associated with a new business, have no established source of revenue, and have incurred significant losses from operations since inception. Our operations are dependent upon us raising additional capital. These matters raise substantial doubt about our ability to continue as a going concern. The

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financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

Income Taxes. We follow ASC Topic 740, Income Taxes , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Derivative Instruments . We account for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities , as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. We determine the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. We record all of these liabilities at their fair value at issuance and adjust the liabilities quarterly to reflect changes in their fair value. Quarterly adjustments to the fair value of these liabilities generate non-cash expense if they increase and non-cash income if they decrease.

Convertible Debt Instruments. We account for convertible debt instruments in accordance with ASC Topic 470-20, Debt with Conversion and Other Options . We record, when necessary, discounts to convertible notes for the fair value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. We amortize the respective debt discount over the term of the notes, using the effective interest method.

Patents. We capitalize external costs, such as attorney and filing fees, incurred to obtain issued patents and pending patent applications. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize patent costs once issued on a straight-line basis over the estimate useful lives of the patents. We assess the potential impairment to all capitalized patent cost when events or changes in circumstances indicate that the carrying amount of our patent may not be recoverable. We account for patent costs in accordance with ASC Topic 350, Goodwill and Other Intangible Assets .

Financial Instruments and Fair Value. ASC Topic 820, Fair Value Measurements and Disclosures , or ASC Topic 820, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described below:

· Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· Level 2 — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

· Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In estimating the fair value of our warrant and derivative liabilities, we used a probability-weighted Black-Scholes option-pricing model and a Monte Carlo option-pricing model. Financial assets with carrying values approximating fair value include cash as well as prepaid expenses and other current assets. Financial liabilities with carrying values approximating fair value include accounts payable and accrued salaries and expenses.

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Results of Operations

We have a limited financial history. Our statements of operations cover two periods. The first is the period from May 29, 2012 (inception) to December 31, 2012, which we refer to as the last seven months of 2012. The second is the period from January 1, 2013 to September 30, 2013, which we refer to as the first nine months of 2013. These periods are not directly comparable because they have different lengths and relate to different portions of the calendar year.

Research and Development . Research and development expenses consist of the direct engineering and other costs associated with the development and commercialization of our technology, including the development of filter designs under development agreements. These consist primarily of the cost of employees and consultants, and to a lesser extent costs for equipment, software and supplies. We also include the costs for our intellectual property development program under research and development. This program focuses on patent strategy and invention extraction. Research and development expenses totaled $142,000 for the last seven months of 2012 and $799,000 for the first nine months of 2013.

Our research and development efforts are focused currently on the development of a duplexer design for Skyworks under the development agreement. We began preliminary work on the duplexer design in July 2012 and substantially increased the level of work in September 2013 after the senior convertible note financing. We expect expenditures on this duplexer design to continue increasing into 2014 as we hire additional technical staff for this project.

We also expect to begin development of our first reconfigurable filter design in the first half of 2014 and will begin hiring additional personnel to work on it. We have started discussions with several prospective customers for the design. These discussions are ongoing and may not result in any agreements. We expect to proceed with our plan to develop a reconfigurable filter design regardless of the outcome of these discussions. We may not succeed in the development of a commercially viable reconfigurable filter design or secure any customers for such designs.

We plan to actively pursue other development agreements with potential customers and strategic partners. Research and development costs would further increase if and when we secure additional development agreements.

General and Administrative Expenses . General and administrative expenses include salaries, taxes and employee benefits for executives and administrative staff. It also includes expenses for corporate overhead such as rent for our facilities, travel expenses, telecommunications, investor relations, insurance, professional fees and business consulting fees. We did not have any paid executives or administrative staff until after our financing in June 2013. The founders served as our executives, and they worked without salary or benefits until the financing. After the financing, we began paying them salaries and hiring administrative personnel. We expect increases in this category of costs in 2014. We hired a general counsel in January 2014, and we plan to hire both a chief financial officer and a director of finance in the first half of 2014.

General and administrative expenses totaled $245,000 for the last seven months of 2012 and $1.1 million for the first nine months of 2013. The latter period includes a non-cash charge of $716,000 for the fair value of the Consulting Warrants issued to MDB Capital Group LLC for business consulting services.

We anticipate that our general and administrative expenses will increase in the future as we continue to build our infrastructure to support our growth. Additionally, we anticipate increased expenses related to the legal, audit, regulatory and investor relations services associated with maintaining compliance with Securities and Exchange Commission and NASDAQ requirements, director and officer insurance premiums and other costs associated with operating as a public company.

Interest Income (Expense). Interest income (expense) consists of accrued interest on debt instruments and the amortization of debt discounts. We value our debt instruments and their various features and derivatives at fair value, and the resulting adjustments require debt discounts to these values that are booked at lower than face value. The debt discounts are amortized over the expected life of the debt instrument. We recorded interest expense of $0 for the last seven months of 2012 and $927,000 for the first nine months of 2013. The latter figure consists primarily of non-cash interest charges related to debt discounts and issuance costs for the following securities: $597,000 for the Senior Convertible Notes, $206,000 for Bridge Loans, $62,000 for the Subordinated Convertible Note and $62,000 for the Financing Warrant. We repaid the Bridge Loans in June 2013. We expect to continue to have additional interest expenses in the form of debt discount amortization. Interest expenses related to debt

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discounts will cease upon conversion of the Senior Convertible Notes and the Subordinated Convertible Note, which will occur effective upon the completion of this offering.

Fair Value Adjustments to Warrant and Derivative Liabilities. We recorded all of our warrant and derivative liabilities at their fair value at issuance and adjust the liabilities quarterly to reflect changes in their fair value. Quarterly adjustments to the fair value of these liabilities generate non-cash expense if they increase and non-cash income if they decrease. The fair value of these liabilities may fluctuate significantly from quarter to quarter. The net fair value of all these liabilities declined resulting in non-cash income of $164,000 for the first nine months of 2013. There were no fair value adjustments associated with the last seven months of 2012 because all of the underlying securities were issued in 2013.

Bridge Warrant Expense. Bridge warrant expense represents the non-cash expense associated with (a) the original issuance of the Bridge Loan Warrants in the first quarter of 2013 by Resonant LLC and (b) the issuance of replacement warrants by Resonant Inc. in the exchange transaction on June 17, 2013. We incurred $248,000 of expense for the original issuance. This represents the difference between the fair value of the Bridge Loan Warrants on the date of original issuance and the principal amount of the associated Founder Bridge Loans. We incurred an additional $313,000 of expense upon issuance of the replacement warrants in the exchange transaction. This reflects the increase in the fair value of the Bridge Loan Warrants between the original date of issuance and the date of the exchange transaction. Bridge warrant expense totaled $561,000 for the first nine months of 2013.

Income Taxes. We have no revenues and are currently operating at a loss. Consequently, our only tax liabilities were for the minimum taxes for the States in which we conduct business.

Liquidity and Capital Resources

We have earned no revenue since inception, and our operations have been funded with initial capital contributions and debt.

We began operations in July 2012 with initial capital contributions from our founders and STI. The founders contributed $200,000 and agreed to work full-time without pay until we secured adequate funding. STI contributed a patent portfolio, software, equipment, temporary office space and an early version of our first development agreement. The founders received Class B units in Resonant LLC, but later exchanged their Class B units for common stock of Resonant Inc. STI received Class C units in Resonant LLC, but later exchanged its Class C units for the $2.4 million Subordinated Convertible Note of Resonant Inc.

The Bridge Loans provided $200,000 of additional funding during the first and second quarter of 2013.

We raised $6.3 million of net proceeds from the sale of Senior Convertible Notes in June 2013, and we used part of the proceeds to repay the Bridge Loans.

We had current assets of $5.5 million and current liabilities of $9.5 million at September 30, 2013, resulting in negative working capital of $3.9 million. However, this included $7.3 million of convertible notes that will convert into common stock effective upon the completion of this offering. This compares to a $180,000 working capital deficit at December 31, 2012. The change in working capital is primarily the result of the net proceeds from the issuance of the Senior Convertible Notes in June 2013 partially offset by $1.3 million of cash used for operations in the first nine months of 2013.

Operating activities used cash of $197,000 for the last seven months of 2012 and $1.3 million for the first nine months of 2013. The increase is primarily the result of increased expenses following our first financing in June 2013, combined with the absence of revenues during our development stage.

Investing activities used cash of $14,000 for the last seven months of 2012 and $168,000 for the first nine months of 2013. Investing activities consisted of capital expenditures and legal and other expenses associated with patent filings.

Financing activities provide cash of $300,000 in the last seven months of 2012 and $5.7 million in the first nine months of 2013. The 2012 figure represents equity investments from our founders and a loan from STI. The 2013 figure is primarily the result of the net proceeds from the issuance of the Senior Convertible Notes in June 2013.

We are offering shares of common stock in an initial public offering to raise additional capital. We believe the net proceeds will be sufficient to fund planned operations for at least two years following the offering. We may

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need additional financing to continue with our plan of commercialization and for general working capital. Further, if we are unable to complete the duplexer design under the development agreement or Skyworks declines to license the design, we will require additional financing. No assurance can be given that any form of additional financing can be obtained, that the terms of such financing will be acceptable or that such financing would not be dilutive to existing shareholders. Thus, our ability to achieve revenue-generating operations and, ultimately, achieve profitability may depend on whether we can obtain additional capital when we need it and will depend on whether we complete the development of our technology and find customers who will license our designs.

Off-Balance Sheet Transactions

We do not have any off-balance sheet arrangements.

Trends, Events and Uncertainties

Research and development of new technologies is, by its nature, unpredictable. Although we will undertake development efforts with commercially reasonable diligence, there can be no assurance that the net proceeds from this offering will be sufficient to enable us to develop our technology to the extent needed to create future sales to sustain operations as contemplated herein. If the net proceeds from this offering are insufficient for this purpose, we will consider other options to continue our path to commercialization, including, but not limited to, additional financing through follow-on stock offerings, debt financing, co-development agreements, curtailment of operations, suspension of operations, sale or licensing of developed intellectual or other property, or other alternatives.

We cannot assure you that our technology will be adopted, that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease, our operations.

Other than as discussed above and elsewhere in this prospectus, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition.

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MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of January 16, 2014:

Name	Age	Position(s)
Terry Lingren	56	Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors
Robert B. Hammond	65	Chief Technology Officer and Director
Daniel Christopher	49	Vice President, General Counsel and Secretary
Neal Fenzi	53	Vice President of Engineering
Rick Kornfeld	53	Director
John E. Major	68	Director

Executive Officers

Terry Lingren . Mr. Lingren has served as our Chief Executive Officer and Chairman of our board of directors since June 2013, and as our Interim Chief Financial Officer since January 2014. Mr. Lingren also served as Chief Executive Officer of our subsidiary, Resonant LLC from June 2012 until June 2013. Prior to founding Resonant, Mr. Lingren served for more than 18 years in executive positions at Qualcomm, Inc. and Kyocera Corporation. Mr. Lingren served as Vice President of Engineering at Kyocera from February 2003 to July 2012, and as a Vice President of Engineering at Qualcomm from May 1994 to February 2003. Mr. Lingren holds a BA degree in physics from Austin College, a BSEE degree from Washington University and a MSEE degree from California State University Northridge.

Mr. Lingren was selected to serve on our board of directors because of the perspective and experience he brings as one of our co-founders and as one of our largest stockholders, his extensive experience with the technologies we are developing and technology companies in general, and his experience serving as a senior executive officer of a public company.

Robert B. Hammond . Dr. Hammond has served as our Chief Technology Officer and as a member of our board of directors since June 2013, and served as Chief Technology Officer of our subsidiary, Resonant LLC from June 2012 until June 2013. Prior to founding Resonant, Dr. Hammond served as Senior Vice President and Chief Technology Officer of Superconductor Technologies, Inc. for more than 20 years. While at STI, Dr. Hammond was involved in the development of high temperature superconducting materials, cryogenic refrigeration and packaging, and RF and microwave circuits. Prior to that, he was Leader Electronics Advanced Development at Los Alamos National Labs. Dr. Hammond holds a BS degree in Physics, a MS degree in Applied Physics and a PhD in Applied Physics, each from the California Institute of Technology.

Dr. Hammond was selected to serve on our board of directors because of the perspective and experience he brings as one of our co-founders and as one of our largest stockholders, his extensive experience with the technologies we are developing and technology companies in general, and his experience serving as a senior executive officer of a public company.

Neal Fenzi . Mr. Fenzi has served as our Vice President of Engineering and Secretary since June 2013, and served as our Secretary and Treasurer from June 2013 until January 2014. Mr. Fenzi also served as Vice President of Engineering of our subsidiary, Resonant LLC, from June 2012 until June 2013. Prior to founding Resonant, from 1991 until June 2012, Mr. Fenzi served in engineering, operations and marketing positions at Superconductor Technologies Inc., including as Vice President of Engineering, Chief Engineer and Vice President of Product Management. Mr. Fenzi holds a BSEE degree from New Mexico State University.

Dan Christopher. Mr. Christopher has served as our Vice President, General Counsel and Secretary since January 2014. Mr. Christopher is a corporate and securities lawyer with more than twenty-five years of experience representing start-up, emerging growth and middle-market companies in corporate, securities and general business matters. Mr. Christopher has represented us since our formation in May 2012. Mr. Christopher trained at the Los Angeles law firm of Irell & Manella LLP and became a corporate partner in 1995. Along with several of his Irell & Manella partners, he co-founded the corporate law boutique of Guth|Christopher LLP in 1997. From 2007 to 2013, Mr. Christopher had a private practice focused on business development and legal counseling for high tech start-up

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ventures. Mr. Christopher received his J.D. from Columbia Law School in 1989. Prior to that, he graduated summa cum laude and first in his class from Villanova University, where he majored in electrical engineering with an emphasis on digital signal processing and a minor in mathematics.

Non-Employee Directors

John E. Major . Mr. Major has served as a member of our board of directors since December 2013. In January 2003, Mr. Major founded MTSG, a strategic consulting and investment company of which he continues to serve as President. From April 2004 to October 2006, he served as Chief Executive Officer of Apacheta Corp., a privately held mobile, wireless software company whose products are used to manage retail inventory, service and deliveries. From August 2000 until January 2003, Mr. Major was Chairman and Chief Executive Officer of Novatel Wireless Inc., a wireless data access solutions company. Previously, he was Chairman and Chief Executive Officer of Wireless Knowledge, a joint venture of Qualcomm Inc. and Microsoft Corp. Prior to joining Wireless Knowledge, he served as Corporate Executive Vice President of Qualcomm and President of its wireless infrastructure division. For approximately 18 years, Mr. Major held various executive and leadership positions at Motorola Inc., the most recent of which was Senior Vice President and Chief Technology Officer. He serves on the Dean’s Advisory Committee of the University of Rochester Hajim School of Engineering and Applied Science and as Chairman of the University of Illinois at Chicago-Engineering School Advisory Board. He also serves as Chairman of the La Jolla Institute for Allergy and Immunology. He currently serves on the boards of directors of Broadcom Corporation, where he was formerly Chairman and is now Lead Director, Lennox International Inc., Littelfuse, Inc., Pulse Electronics Corp. and ORBCOMM Inc. Mr. Major received a B.S. in Mechanical and Aerospace Engineering from the University of Rochester, an M.S. in Mechanical Engineering from the University of Illinois, an M.B.A. from Northwestern University and a J.D. from Loyola University. He holds 12 United States patents.

Mr. Major was selected to serve on our board of directors because of his extensive experience with the technologies we are developing and technology companies in general, and his experience serving on the boards of directors of very substantial public companies.

Rick Kornfeld . Mr. Kornfeld has served as a member of our board of directors since December 2013. Mr. Kornfeld currently serves as President and Chief Executive Officer for Grid2Home Inc., a leader in communication protocol software for the Internet of Things market. From 2006 to 2008, he served as Executive Vice President and Chief Strategy Officer of NextWave Wireless. From 2004 to 2006, he served as President and Chief Executive Officer of Staccato Communications. Prior to joining Staccato, Mr. Kornfeld was Vice President and General Manager of Texas Instruments’ Wireless Chipset Business Unit. He joined Texas Instruments as part of the acquisition of Dot Wireless, where he served as Co-Founder, Chairman and Chief Executive Officer. Prior to founding Dot Wireless, Mr. Kornfeld was a founder of NextWave Telecom, Inc., where he was the Senior Vice President and General Manager of the Consumer Products division. Previously, Mr. Kornfeld was Vice President of Engineering at Qualcomm Inc., leading the development of the first commercial CDMA subscriber equipment. Prior to Qualcomm, Mr. Kornfeld held various technical positions at M/A-Com Linkabit. Mr. Kornfeld serves on the board of the La Jolla Institute of Allergy and Immunology and Grid2Home Inc. He serves on the Council of Advisors of University of California, San Diego’s Jacobs School of Engineering where he also participates in the university’s Von Liebig Clean Tech grant activities. He also serves on AIPAC’s San Diego council and AIPAC’s national council. Mr. Kornfeld also was Vice-Chairman of Commnexus and the founding Chairman of EvoNexus. Mr. Kornfeld received his BS degree in 1982 from the University of California, San Diego where he was also named the Alumni of the Year in 2001.

Mr. Kornfeld was selected to serve on our board of directors because of his extensive experience with the technologies we are developing and technology companies in general, including some of San Diego’s most notable tech companies.

Our executive officers are appointed by our board of directors and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors or executive officers.

Code of Business Conduct and Ethics

Prior to the completion of this offering, our board of directors will adopt a code of business conduct and ethics that will apply to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of business conduct and ethics will be available on the investor relations page on our website. We intend to post any amendment to our code

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of business conduct and ethics, and any waivers of such code for directors and executive officers, on our website or in filings under the Exchange Act.

Board of Directors

Our business affairs are managed under the direction of our board of directors, which is currently composed of four members. Two of our directors are “independent” within the meaning of the independent director guidelines of The NASDAQ Stock Market.

Our directors currently serve on the board pursuant to the voting provisions of a stockholders agreement between us and several of our stockholders. This agreement will terminate upon the completion of this offering, after which there will be no further contractual obligations regarding the election of our directors. Our current directors will continue to serve as directors until their resignations, removal or until their successors are duly elected by the holders of our common stock.

Director Independence

In connection with this offering, we intend to list our common stock on the NASDAQ Capital Market. Under the rules of The NASDAQ Stock Market, independent directors must comprise a majority of a listed company’s board of directors within a specified period of time after the completion of an initial public offering. In addition, the rules of The NASDAQ Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of The NASDAQ Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise such director’s ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors has determined that Messrs. Kornfeld and Major are “independent directors” as defined under the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing requirements and rules of The NASDAQ Stock Market.

Lead Independent Director

Prior to the completion of this offering, our board of directors will adopt corporate governance guidelines. Our corporate governance guidelines will provide that one of our independent directors should serve as a lead independent director at any time when our Chief Executive Officer serves as the Chairman of our board of directors or if the Chairman is not otherwise independent. Because Mr. Lingren is our Chairman, our board of directors has appointed Mr. Major to serve as our lead independent director. As lead independent director, Mr. Major will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and the independent directors and perform such additional duties as our board of directors may otherwise determine and delegate.

Committees of the Board of Directors

Prior to the completion of this offering, our board of directors will establish an audit committee, a compensation committee and a nominating and governance committee, each of which will have the composition and responsibilities described below. Our board of directors will appoint a chair of each committee upon its establishment. Members will serve on these committees until their resignation or as otherwise determined by our board of directors.

Audit Committee

Messrs. Kornfeld and Major, each of whom is a non-employee member of our board of directors, will serve on our audit committee. Our board of directors has determined that each of Messrs. Kornfeld and Major satisfies the

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requirements for independence and financial literacy under the rules and regulations of The NASDAQ Stock Market and the SEC. Our board of directors has also determined that qualifies as an “audit committee financial expert,” as defined in the SEC rules, and satisfies the financial sophistication requirements of The NASDAQ Stock Market. The audit committee will be responsible for, among other things:

· appointing, overseeing, and if need be, terminating any independent auditor;

· assessing the qualification, performance and independence of our independent auditor;

· reviewing the audit plan and pre-approving all audit and non-audit services to be performed by our independent auditor;

· reviewing our financial statements and related disclosures;

· reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control and disclosure controls and procedures;

· reviewing our overall risk management framework;

· overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters;

· reviewing and discussing with management and the independent auditor the results of our annual audit, reviews of our quarterly financial statements and our publicly filed reports;

· reviewing and approving related person transactions; and

· preparing the audit committee report that the SEC requires in our annual proxy statement.

Our audit committee will operate under a written charter, to be effective prior to the completion of this offering, which satisfies the applicable rules and regulations of the SEC and the applicable listing standards of The NASDAQ Stock Market.

Compensation Committee

Messrs. Kornfeld and Major, each of whom is a non-employee member of our board of directors, will comprise our compensation committee. Our board of directors has determined that each of Messrs. Kornfeld and Major meets the requirements for independence under the rules of The NASDAQ Stock Market and the SEC and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The compensation committee will be responsible for, among other things:

· reviewing the elements and amount of total compensation for all officers;

· formulating and recommending any proposed changes in the compensation of our Chief Executive Officer for approval by the board;

· reviewing and approving any changes in the compensation for officers, other than our Chief Executive Officer;

· administering our equity compensation plans;

· reviewing annually our overall compensation philosophy and objectives, including compensation program objectives, target pay positioning and equity compensation; and

· preparing the compensation committee report that the SEC will require in our annual proxy statement.

Our compensation committee will operate under a written charter, to be effective prior to the completion of this offering, which satisfies the applicable rules and regulations of the SEC and the applicable listing standards of The NASDAQ Stock Market.

Nominating and Governance Committee

Messrs. Kornfeld and Major, each of whom is a non-employee member of our board of directors, will comprise our nominating and governance committee. Our board of directors has determined that each of Messrs.

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Kornfeld and Major meets the requirements for independence under the rules of The NASDAQ Stock Market for service on this committee. The nominating and governance committee will be responsible for, among other things:

· evaluating and making recommendations regarding the composition, organization and governance of our board of directors and its committees;

· identifying, recruiting and nominating director candidates to the board if and when necessary;

· evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees;

· reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and

· reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the audit committee.

Our nominating and governance committee will operate under a written charter, to be effective prior to the completion of this offering, which satisfies the applicable listing standards of The NASDAQ Stock Market.

Compensation Committee Interlocks and Insider Participation

None of the prospective members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers who will serve on our compensation committee or our board of directors.

Non-Employee Director Compensation

During 2013, our directors did not receive any cash or equity compensation for their services as directors. In January 2014, we adopted a policy with respect to compensation payable to our non-employee directors for service as directors, which is described below and which will become effective on the effective date of the registration statement, or the registration date, of which this prospectus forms a part.

Outside Director Compensation Policy

In January 2014, the board of directors, upon the recommendation of our compensation committee, adopted a policy for the compensation for our non-employee directors, or the Outside Directors, effective as of the registration date. Outside Directors will receive compensation in the form of equity granted under the terms of our 2014 Plan and cash, as described below:

IPO grant. On the date of this prospectus, each Outside Director will be granted 24,000 restricted stock units, or the IPO RSU Award. All of the shares underlying the IPO RSU Award will vest as to one-half of the shares subject to such award on each of the first and second anniversary of the commencement of the individual’s service as an Outside Director, subject to continued service as a director through the applicable vesting date.

Initial award. Each person who first becomes an Outside Director after the date of this prospectus, will be granted 24,000 restricted stock units, or the Initial RSU Award. These awards will be granted on the date of the first meeting of our board of directors or compensation committee occurring on or after the date on which the individual first became an Outside Director. The shares underlying the Initial RSU Award will vest as to one-half of the shares subject to such award on each of the first and second anniversary of the commencement of the individual’s service as an Outside Director, subject to continued service as a director through the applicable vesting date. If a director’s status changes from an employee director to an Outside Director, he or she will not receive an Initial RSU Award.

Annual award . On the date of each annual meeting of our stockholders, each Outside Director who has served on our board of directors for at least the preceding six months will be granted restricted stock units with a grant date fair value equal to $50,000, or the Annual RSU Award. The grant date fair value is computed based on the fair market value, as determined in accordance with our 2014 Plan, of the shares subject to the applicable award on the date of grant. One-half of the shares underlying the Annual RSU Award will vest on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant or (ii) one year from grant, and one-half of the shares underlying the Annual RSU Award will vest on the earlier of (i) the day prior to the second annual meeting of

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stockholders following the grant or (ii) two years from grant, subject to continued service as a director through the applicable vesting date.

Cash compensation. Each Outside Director will receive an annual retainer of $50,000 in cash for serving on our board of directors, or the Annual Fee. The Annual Fee will be paid in quarterly installments to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter. An Outside Director who has served in the relevant capacity for only a portion of the immediately preceding fiscal quarter will receive a prorated payment of the quarterly payment of the Annual Fee. The first payment of the Annual Fee under the policy will be made at the end of the quarter in which the date of this prospectus occurred and will be for the service period between the date the Outside Director first became an Outside Directors and the end of the quarter in which the date of this prospectus occurred.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers during 2013. As an emerging growth company, we have elected to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended, or the Securities Act, which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. Throughout this prospectus, these three officers are referred to as our “named executive officers.”

Name and Principal Positions	Salary ($)(1)	All Other Compensation ($)		Total ($)

Terry Lingren, Chief Executive Officer, Interim Chief Financial Officer	103,845	13,800	(2)	117,645
Robert Hammond, Chief Technology Officer	103,845	—		103,845
Neal Fenzi, Vice President of Engineering	90,864	—		90,864

(1) Our named executive officers did not receive any salary prior to our senior convertible note financing in June 2013.

(2) Consists of reimbursement of temporary housing expenses.

Executive Officer Employment Letters

Terry Lingren

We entered into an executive employment letter dated June 17, 2013 with Terry Lingren, our Chief Executive Officer. The letter has no specific term and provides for at-will employment. The letter provides that Mr. Lingren’s current annual base salary is $200,000. The letter supersedes all existing agreements and understandings Mr. Lingren may have concerning his employment relationship with us.

Robert Hammond

We entered into an executive employment letter dated June 17, 2013 with Robert Hammond, our Chief Technology Officer. The letter has no specific term and provides for at-will employment. The letter provides that Mr. Hammond’s current annual base salary is $200,000. The letter supersedes all existing agreements and understandings Mr. Hammond may have concerning his employment relationship with us.

Neal Fenzi

We entered into an executive employment letter dated June 17, 2013 with Neal Fenzi, our Vice President of Engineering. The letter has no specific term and provides for at-will employment. The letter provides that Mr. Fenzi’s current annual base salary is $175,000. The letter supersedes all existing agreements and understandings Mr. Fenzi may have concerning his employment relationship with us.

Pension Benefits and Nonqualified Deferred Compensation

We do not provide a pension plan for our employees, and none of our named executive officers participated in a nonqualified deferred compensation plan in 2013.

Outstanding Equity Awards at Fiscal Year-End

None of our named executive officers held any equity awards as of December 31, 2013.

Employee Benefit and Stock Plan

2014 Omnibus Incentive Plan

In January 2014, our board of directors adopted a 2014 Omnibus Incentive Plan, or the 2014 Plan, and our stockholders approved the 2014 Plan in January 2014. Our 2014 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants.

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Shares Available . A total of 900,000 shares of our common stock have been reserved for issuance pursuant to the 2014 Plan. Any shares of common stock that are subject to awards shall be counted against this limit on a one-for-one basis. If any shares of common stock subject to an award under the 2014 Plan are forfeited, expire or are settled for cash, the shares subject to the award may be used again for awards under the 2014 Plan to the extent of the forfeiture, expiration or cancellation on a one-for-one basis. In the event that any option or other award granted under the 2014 Plan is exercised through the tendering of shares of common stock (either actually or by attestation) or by the withholding of shares of common stock by us, then in each such case the shares so tendered or withheld shall again be available for awards under the 2014 Plan on a one-for-one basis. In addition, in the event that withholding tax liabilities arising from any option or other award under the 2014 Plan are satisfied by the tendering of shares of common stock (either actually or by attestation) or by the withholding of shares of common stock by us, then in each such case the shares of common stock so tendered or withheld shall again be available for awards under the 2014 Plan on a one-for-one basis.

Plan administration . The 2014 Plan will be administered by the compensation committee of our board of directors which shall consist of at least two members of our board, each of whom must qualify as a “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or Rule 16b-3, an “outside director” under Section 162(m) of the Code and an “independent director” under the rules of the principal U.S. national securities exchange on which the common stock is traded, to the extent required by such rules. The compensation committee has the authority to determine the terms and conditions of awards, and to interpret and administer the 2014 Plan. The compensation committee may (i) delegate to a committee of one or more directors the right to make awards and to cancel or suspend awards and otherwise take action on its behalf under the 2014 Plan (to the extent not inconsistent with applicable law, including Section 162(m) of the Code, and the rules of the principal U.S. national securities exchange on which the common stock is traded), and (ii) to the extent permitted by law, delegate to an executive officer or a committee of executive officers the right to make awards to employees who are not directors or executive officers and the authority to take action on behalf of the compensation committee pursuant to the 2014 Plan to cancel or suspend awards under the 2014 Plan to key employees who are not directors or executive officers.

Stock options . Stock options may be granted under our 2014 Plan. The exercise price of options granted under our 2014 Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The compensation committee will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the compensation committee, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for three months following the termination of service. However, in no event may an option be exercised later than the expiration of its term. Subject to the provisions of our 2014 Plan, the compensation committee determines the other terms of options.

Stock appreciation rights . Stock appreciation rights may be granted under our 2014 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her option agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of our 2014 Plan, the compensation committee determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Restricted stock . Restricted stock may be granted under our 2014 Plan. Restricted stock awards are grants of shares of our common stock that vest in accordance with terms and conditions established by the compensation committee. The compensation committee will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of our 2014 Plan, will determine the terms and conditions of such awards. The compensation committee may impose whatever conditions to vesting it determines

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to be appropriate (for example, the compensation committee may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the compensation committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the compensation committee provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted stock units . Restricted stock units may be granted under our 2014 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. Subject to the provisions of our 2014 Plan, the compensation committee will determine the terms and conditions of restricted stock units, including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. Notwithstanding the foregoing, the compensation committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Performance units and performance shares . Performance units and performance shares may be granted under our 2014 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the compensation committee are achieved or the awards otherwise vest. The compensation committee will establish organizational or individual performance goals or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the compensation committee, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the compensation committee prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our common stock on the grant date. The compensation committee, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

Outside directors . Our 2014 Plan provides that all non-employee directors are eligible to receive all types of awards (except for incentive stock options) under the 2014 Plan.

No Repricing . Our 2014 Plan prohibits repricing of options and stock appreciation rights (other than to reflect stock splits, spin-offs or similar corporate events) unless stockholder approval is obtained. A “repricing” means a reduction in the exercise price of an option or the grant price of a stock appreciation right, the cancellation of an option or stock appreciation right in exchange for cash or another award under the 2014 Plan, or any other action with respect to an option or stock appreciation right that may be treated as a repricing under the rules of the principal U.S. national securities exchange on which the common stock is traded.

Non-transferability of awards . Unless the compensation committee provides otherwise, our 2014 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime.

Certain adjustments . In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under our 2014 Plan, the compensation committee will adjust the number and class of shares that may be delivered under our 2014 Plan and/or the number, class and price of shares covered by each outstanding award and the numerical share limits set forth in our 2014 Plan. In the event of our proposed liquidation or dissolution, the compensation committee will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or change in control . Our 2014 Plan provides that in the event of a merger or change in control, as defined under the 2014 Plan, each outstanding award will be treated as provided for in the individual award agreement, except that the compensation committee in its discretion, may determine that, upon the occurrence of a merger or change in control, each option and stock appreciation right shall terminate within a specified number of days after notice to the participant, or that the participant shall receive, with respect to each share of common stock subject to such option or stock appreciation right, an amount equal to the excess of the fair market value of such share immediately prior to the occurrence of the merger or change in control over the exercise price per share of such option or stock appreciation right.

Unless otherwise provided in an individual award agreement, in the event of a merger or change in control in which the successor company assumes or substitutes for an award granted under the 2014 Plan, if a participant’s employment with the successor company or a subsidiary thereof terminates within 12 months following such merger

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or change in control, (i) the options and stock appreciation rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 12 months, and (ii) the restrictions, limitations and other conditions applicable to restricted stock and restricted stock units outstanding as of the date of such termination of employment shall lapse and the restricted stock and restricted stock units shall become free of all restrictions, limitations and conditions and become fully vested.

Unless otherwise provided in an individual award agreement, in the event of a merger or change in control in which the successor company does not assume or substitute for an award granted under the 2014 Plan, then immediately prior to the merger or change in control, (i) those options and stock appreciation rights outstanding as of the date of the merger or change in control that are not assumed or substituted for shall immediately vest and become fully exercisable, and (ii) restrictions, limitations and other conditions applicable to restricted stock and restricted stock units that are not assumed or substituted for shall lapse and the restricted stock and restricted stock units shall become free of all restrictions, limitations and conditions and become fully vested.

Amendment, termination . Our board of directors will have the authority to amend, suspend or terminate the 2014 Plan provided such action does not require stockholder approval and will not impair the existing rights of any participant . Our 2014 Plan will automatically terminate in 2024, unless we terminate it sooner.

401(k) Plan

We maintain a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan’s eligibility requirements, and participants are able to defer up to 100% of their eligible compensation subject to applicable annual Code limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit sharing contributions to eligible participants, although we have not made any such contributions to date.

Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation and our amended and restated bylaws, each to be effective upon the completion of this offering, will provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

· any breach of the director’s duty of loyalty to us or to our stockholders;

· acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

· unlawful payment of dividends or unlawful stock repurchases or redemptions;

· and any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into indemnification agreements with each of our current directors, executive officers and certain key employees. These agreements will provide indemnification for certain expenses and liabilities incurred in connection with any action, suit, proceeding, or alternative dispute resolution mechanism, or hearing, inquiry, or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent, or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer,

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director, agent, or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent, or fiduciary of another entity. In the case of an action or proceeding by, or in the right of, our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as we may provide indemnification for liabilities arising under the Securities Act to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million, or $ million if the underwriter exercises its over-allotment option in full.

We intend to use the net proceeds received from this offering primarily as follows: approximately $ million for research and development to commercialize our technology, approximately $ million for development of our patent strategy and expansion of our patent portfolio, approximately $ million to pay interest that has accrued on our $9.4 million principal amount of convertible promissory notes, and the balance for working capital and general corporate purposes. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments to complete any such transactions at this time. We will have broad discretion over the uses of the net proceeds of this offering. Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2013, on:

· an actual basis;

· a pro forma basis, giving effect to the automatic conversion of $9.4 million principal amount of indebtedness into 2,787,590 shares of common stock and the resulting elimination of the derivative liability related to the debt and write-off of debt issuance costs, each to be effective immediately upon the consummation of this offering as if such conversions had occurred on September 30, 2013; and

· a pro forma as adjusted basis to reflect, in addition, our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the information in this table together with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

	As of September 30, 2013
	Actual			Pro Forma			Pro Forma As Adjusted(1)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	4,402,550		$	4,402,550
Notes payable(2)	$	7,302,243		$	—		—
Stockholders’ (deficit) equity:
Preferred stock, $0.001 par value, no shares authorized, issued and outstanding, actual; 3,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted	—			—			—
Common stock, $0.001 par value, 10,000,000 shares authorized, 999,999 shares issued and outstanding, actual; 10,000,000 shares authorized, 3,787,589 shares issued and outstanding, pro forma; 47,000,000 shares authorized, shares issued and outstanding, pro forma as adjusted	1,000			3,788
Additional paid-in capital	(1,000		)	7,298,455
Accumulated earnings (deficit)	(5,338,127		)	(4,411,259		)	(4,411,259	)
Total stockholders’ (deficit) equity	(5,338,127		)	2,890,984
Total capitalization	$	1,964,116		$	2,890,984

(1) The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

(2) Notes payable is shown net of a debt discount of $0.3 million (unaudited) attributed to a below market interest rate on the subordinated convertible note. In addition, a debt discount of $1.9 million (unaudited) was recorded as a result of a derivative liability associated with our senior convertible notes. These notes will be converted into shares of common stock immediately upon the consummation of this offering and therefore have been excluded from the pro forma and pro forma as adjusted Notes payable balances.

· 160,500 shares of our common stock issuable upon the vesting of restricted stock units we have committed to grant pursuant to our 2014 Plan on the registration date;

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· 680,984 shares of our common stock issuable upon exercise of warrants with a weighted-average exercise price of $1.10 per share;

· 435,500 shares of our common stock reserved for future grants pursuant to our 2014 Plan; and

· the shares of our common stock issuable upon exercise of the underwriter’s warrant.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after the completion of this offering.

As of September 30, 2013, our pro forma net tangible book value was approximately $3.8 million, or $0.67 per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of September 30, 2013, assuming the conversion of $9.4 million amount of indebtedness into 2,787,590 shares of common stock and the resulting elimination of the derivative liability related to the debt and write-off of debt issuance cost, each effective upon the completion of this offering.

After giving effect to our sale in this offering of shares of our common stock, at an assumed initial public offering price of $ per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2013 would have been approximately $ million, or $ per share of our common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $ per share to our existing stockholders and an immediate dilution of $ per share to investors purchasing shares in this offering.

The following table illustrates this dilution:

Assumed initial public offering price per share			$
Pro forma net tangible book value per share as of September 30, 2013, before giving effect to this offering	$	0.67
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share, after giving effect to this offering			$
Dilution per share to new investors purchasing shares in this offering			$

If the underwriter exercises its over-allotment option in full, the pro forma as adjusted net tangible book value per share of our common stock would be $ per share, and the dilution per share to new investors purchasing shares in this offering would be $ per share.

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2013 after giving effect to (i) the automatic conversion of $9.4 million principal amount of indebtedness into shares of common stock and (ii) completion of this offering at an assumed initial public offering price of $ per share, the difference between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid, before deducting estimated underwriting discounts and commissions and estimated offering expenses:

	Shares Purchased			Total Consideration			Average Price
	Number	Percent		Amount	Percent		Per Share
Existing stockholders			%	$		%	$
New public investors
Total		100.0	%	$	100.0	%

To the extent that our outstanding warrants are exercised, investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriter’s over-allotment option. If the underwriter exercises its over-allotment option in full, our existing stockholders would own % and our new investors would own % of the total number of shares of our common stock outstanding upon the completion of this offering.

· 304,000 shares of our common stock issuable upon exercise of options we have committed to grant pursuant to our 2014 Plan on the registration date, with an exercise price equal to the offering price;

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· 160,500 shares of our common stock issuable upon the vesting of restricted stock units we have committed to grant pursuant to our 2014 Plan on the registration date;

· 680,984 shares of our common stock issuable upon exercise of warrants with a weighted-average exercise price of $1.10 per share;

· 435,500 shares of our common stock reserved for future grants pursuant to our 2014 Plan; and

· the shares of our common stock issuable upon exercise of the underwriter’s warrant.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions, and series of related transactions, since our inception on May 29, 2012, to which we were or will be a party, in which:

· the amounts involved exceeded or will exceed $120,000; and

· any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or their immediate family members, had or will have a direct or indirect material interest.

Other than as described below, there has not been, nor is there any currently proposed, transaction or series of related transactions to which we have been or will be a party other than compensation arrangements, which are described where required under the heading “Executive Compensation.”

Formation

Resonant Inc.

We were incorporated on January 19, 2012 as a wholly owned subsidiary of Superconductor Technologies, Inc., or STI, issuing 100 shares of our common stock to STI on January 19, 2012 at a purchase price of $1.00 per share, for an aggregate purchase price of $100.00.

Resonant LLC, Our Wholly Owned Subsidiary

On May 29, 2012, Resonant LLC was formed in California. In connection with its formation, on May 29, 2012, Resonant LLC sold an aggregate of 500,000 of its Class B Units of membership interest to Terry Lingren, Robert Hammond and Neal Fenzi at a purchase price of $0.40 per unit, for an aggregate purchase price of $200,000. In addition, on May 29, 2012, Resonant LLC issued an aggregate of 300,000 of its Class C Units of membership interest to STI as consideration for the contribution by STI of intellectual property, software, equipment and other tangible and intangible assets. The assets were recorded on our financial statements at STI’s net book value in the assets of approximately 216,000.

On January 31, 2013, Resonant LLC issued warrants to purchase an aggregate of 62,499 of its Class B Units of membership interest at an exercise price of $0.40 per unit to Terry Lingren, Robert Hammond and Neal Fenzi, which warrants were issued for an aggregate purchase price of $500 and as partial consideration for loans made by these investors to Resonant LLC in the aggregate principal amount of $100,000. Additionally, on March 19, 2013, Resonant LLC issued warrants to purchase an aggregate of 62,499 of the Class B Units of membership interest at an exercise price of $0.40 per unit to Terry Lingren, Robert Hammond and Neal Fenzi, which warrants were issued for an aggregate purchase price of $500.00 and as partial consideration for loans made by these investors to Resonant LLC in the aggregate principal amount of $100,000.

Exchange Transaction

On June 17, 2013, we entered into an Exchange Agreement with Resonant LLC and its members for the purpose of restructuring our company. Pursuant to the Exchange Agreement, on June 17, 2013, we (i) issued an aggregate of 999,999 shares of our common stock to Terry Lingren, Robert Hammond and Neal Fenzi, which shares were issued in exchange for 500,000 Class B Units of Resonant LLC previously held by Terry Lingren, Robert Hammond and Neal Fenzi; (ii) issued a $2.4 million principal amount non-interest bearing subordinated senior secured convertible note due September 2014 to STI, which note automatically converts into an aggregate of 700,000 shares of our common stock effective upon the completion of this offering and was issued in exchange for 300,000 Class C Units of Resonant LLC previously held by STI; (iii) issued warrants to purchase an aggregate of 249,999 shares of our common stock at an exercise price of $0.20 per share to Terry Lingren, Robert Hammond and Neal Fenzi, which warrants were issued in exchange for warrants to purchase an aggregate of 124,998 Class B Units of Resonant LLC previously held by Terry Lingren, Robert Hammond and Neal Fenzi; (iv) cancelled the 100 shares of our common stock originally issued to STI on January 19, 2012, and (v) issued warrants to purchase an aggregate of 222,222 shares of our common stock at an exercise price of $0.01 per share to MDB Capital Group LLC, which warrants were issued as consideration for consulting services pursuant to a consulting services agreement entered into between MDB Capital Group LLC and Resonant LLC in October 2012. Pursuant to the Exchange Agreement and immediately thereafter, Terry Lingren, Robert Hammond and Neal Fenzi became our only stockholders and Resonant LLC became our wholly-owned subsidiary.

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Office Lease

We sublease our current facilities in Santa Barbara, California from STI on a month-to-month basis pursuant to an oral agreement. From our inception in May 2012 through July 2013, STI allowed us to use these facilities, which comprise a portion of STI’s facilities, without charge as part of STI’s consideration for their ownership interest in us. Pursuant to our agreement with STI, commencing in July 2013, we began paying STI $3,723 per month for these subleased facilities. We anticipate moving to new facilities and terminating our sublease arrangement with STI prior to consummation of this offering.

Legal Services

From August 20, 2012 to December 31, 2013, Daniel Christopher served as outside legal counsel to Resonant, for which we paid Mr. Christopher an aggregate of $173,286. Effective January 1, 2014, Mr. Christopher became our Vice President and General Counsel.

Stockholders Agreement

In June 2013, we entered into a stockholders agreement with Terry Lingren, Robert Hammond, Neal Fenzi, STI and MDB Capital Group LLC, which includes:

· a voting agreement, pursuant to which the parties have agreed to vote their shares of our capital stock on certain matters, including with respect to size of our board and the election of directors;

· protective provisions, pursuant to which STI and our founders have approval rights over certain actions;

· restrictions on transfer, rights of first refusal, repurchase rights, co-sale rights, drag-along rights, and put rights, in each case affecting our capital stock and creating rights and obligations of the parties with respect to their ownership and transfer of our capital stock;

· preemptive rights, providing certain parties the right to purchase capital stock from us in certain subsequent financing transactions, which does not include this offering;

· information rights, providing certain parties the right to receive financial and other information from us; and

· registration rights, providing certain parties with the right to request that their shares be covered by a registration statement that we are otherwise filing.

Except for the registration rights, which will continue following completion of this offering, the stockholders agreement and all of its provisions will terminate upon completion of this offering. For a more detailed description of the surviving registration rights, see “Description of Capital Stock—Registration Rights.”

Registration Rights

In addition to the stockholders agreement, which provides STI and our founders with registration rights, we are party to registration rights agreements which provide the holders of our convertible promissory notes and warrants with registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing, other than the registration statement of which this prospectus forms a part. For a more detailed description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Indemnification Agreements

We have entered into indemnification agreements with each of our current directors, executive officers and certain key employees. The indemnification agreements and our amended and restated certificate of incorporation and amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. See “Executive Compensation—Limitation on Liability and Indemnification Matters.”

Policies and Procedures for Related Party Transactions

Following the completion of this offering, our audit committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a

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related person has or will have a direct or indirect material interest. Upon completion of this offering, our policy regarding transactions between us and related persons will provide that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our audit committee charter that will be in effect upon completion of this offering will provide that our audit committee shall review and approve or disapprove any related party transactions.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of January 1, 2014, as adjusted to reflect the sale of common stock in this offering, for:

· each of our directors;

· each of our named executive officers;

· all of our current directors and executive officers as a group; and

· each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

We have based our calculation of the percentage of beneficial ownership prior to this offering on 3,787,589 shares of our common stock outstanding as of January 1, 2014, which includes 2,787,590 shares of our common stock resulting from the automatic conversion of our convertible promissory notes into common stock in connection with the completion of the offering, as if this conversion had occurred as of January 1, 2014. We have based our calculation of the percentage of beneficial ownership after this offering on shares of our common stock outstanding immediately after the completion of this offering, assuming that the underwriter will not exercise its option to purchase up to an additional shares of our common stock. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of common stock subject to warrants held by the person that are currently exercisable or exercisable within 60 days of January 1, 2014. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Resonant Inc., 460 Ward Drive, Suite D, Santa Barbara, California 93111.

	Number of Shares	Percentage of Shares Beneficially Owned
Name of Beneficial Owner	Beneficially Owned	Before the Offering		After the Offering
Directors and Executive Officers:
Terry Lingren(1)	416,666	10.8	%
Robert Hammond(2)	416,666	10.8	%
Neal Fenzi(3)	416,666	10.8	%
Rick Kornfeld	—	*		—
John Major	—	*		—
All current directors and executive officers as a group (6 persons)(4)	1,249,998	31.0	%

Other 5% Stockholders:
Lone Wolf Holdings, LLC (5)	912,594	24.1	%
Superconductor Technologies, Inc.(6)	700,000	18.5	%

* Represents beneficial ownership of less than one percent.

(1) Consists of (i) 333,333 shares of common stock and (ii) 83,333 shares of common stock issuable pursuant to outstanding warrants exercisable within 60 days of January 1, 2014.

(2) Consists of (i) 333,333 shares of common stock and (ii) 83,333 shares of common stock issuable pursuant to outstanding warrants exercisable within 60 days of January 1, 2014.

(3) Consists of (i) 333,333 shares of common stock and (ii) 83,333 shares of common stock issuable pursuant to outstanding warrants exercisable within 60 days of January 1, 2014.

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(4) Consists of (i) 999,999 shares of common stock and (ii) 249,999 shares of common stock issuable pursuant to outstanding warrants exercisable within 60 days of January 1, 2014.

(5) Consists of shares of common stock. The address for Lone Wolf Holdings, LLC is 77 Oregon Road, Bedford Corners, NY 10549. Peter Appel, sole member of Lone Wolf Holdings, LLC, has voting and dispositive power with respect to these securities.

(6) Consists of shares of common stock. The address for Superconductor Technologies, Inc. is 9101 Wall Street, Suite 1300, Austin, Texas 78754. Jeffrey A. Quiram, President and Chief Executive Officer of Superconductor Technologies, Inc., has voting and dispositive power with respect to these securities.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the rights of our common stock and preferred stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of this offering. This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

Immediately following the completion of this offering, our authorized capital stock will consist of 50,000,000 shares, with a par value of $0.001 per share, of which:

· 47,000,000 shares are designated as common stock; and

· 3,000,000 shares are designated as preferred stock.

Immediately prior to this offering, we had outstanding 3,787,589 shares of common stock, held by 88 stockholders of record, assuming the automatic conversion of all of our convertible promissory notes into common stock effective upon the completion of this offering. In addition, immediately prior to this offering, we had outstanding warrants to purchase 680,984 shares of our common stock and have committed to grant on the registration date options to purchase 304,000 shares of our common stock and restricted stock units for 160,500 shares of our common stock.

Common Stock

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available. See the section entitled “Dividend Policy.” Upon our liquidation, dissolution, or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then-outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue from time to time up to 3,000,000 shares of preferred stock in one or more series. Our board of directors may designate the powers, designations, preferences, and relative participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of the common stock. No shares of preferred stock are outstanding, and we currently have no plans to issue any shares of preferred stock.

Warrants

Upon the completion of this offering, we will have outstanding the following warrants to purchase shares of our common stock:

· warrants to purchase 249,999 shares of our common stock at an exercise price of $0.20 per share, which warrants were issued in June 2013 to Terry Lingren, Robert Hammond and Neal Fenzi in exchange for warrants issued to these same holders by Resonant LLC on January 31, 2013 and March 19, 2013 in connection with a bridge note financing transaction;

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· warrants to purchase 222,222 shares of our common stock at an exercise price of $0.01 per share, which warrants were issued on June 17, 2013 to MDB Capital Group LLC as consideration for consulting services, which are not exercisable until six months after completion of this offering;

· warrants to purchase 208,763 shares of our common stock at an exercise price of $3.35 per share, which warrants were issued on June 17, 2013 to MDB Capital Group LLC as consideration for financial advisory services in connection with our June 2013 convertible note financing, which are not exercisable until six months after completion of this offering; and

· the underwriter’s warrant to purchase a number of shares of our common stock equal to 10% of the number of shares of common stock sold in this offering, including the over-allotment, at an exercise price equal to 120% of the price of the common stock sold in this offering.

The warrants contains provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. The holders of the shares issuable upon exercise of the warrants are entitled to registration rights with respect to such shares as described in greater detail under the heading “—Registration Rights.”

Registration Rights

Following the completion of this offering, certain holders of our capital stock are entitled to certain rights with respect to the registration under the Securities Act of their shares of common stock, including demand registration rights and piggyback registration rights. These rights are provided under the terms of a stockholders agreement and two registration rights agreements between us and the holders of our capital stock. In any registration made pursuant to these agreements, all fees, costs and expenses of underwritten registrations will be borne by us, and all selling expenses, including estimated underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

Demand Registration Rights

Following the completion of this offering, the holders of an aggregate of 2,518,575 shares of our common stock, or their permitted transferees, are entitled to certain demand registration rights.

In connection with our June 2013 convertible note financing, in which we sold $7.0 million principal amount of our 6% senior secured convertible notes due September 2014, which notes will automatically convert into an aggregate of 2,087,590 shares of our common stock effective upon the completion of this offering, we entered into a registration rights agreement with these investors pursuant to which we will be required, upon the written request at any time more than three months after the completion of this offering of holders of at least 50% of the shares that are entitled to registration rights under the agreement, to register, as soon as practicable, all or a portion of these shares for public resale. We are required to effect only one registration pursuant to this provision of the registration rights agreement. These registration rights do not expire.

In connection with our issuance to MDB Capital Group LLC of warrants to purchase an aggregate 430,985 shares of our common stock, we entered into a registration rights agreement with MDB Capital Group LLC pursuant to which we will be required, upon the written request at any time more than three months after the completion of this offering of holders of at least 50% of the shares that are entitled to registration rights under the agreement, to register, as soon as practicable, all or a portion of these shares for public resale. We are required to effect only one registration pursuant to this provision of the registration rights agreement. These demand registration rights terminate seven years following the completion of this offering.

Piggyback Registration Rights

Following the completion of this offering, the holders of an aggregate of 4,468,573 shares of our common stock (including 430,985 shares of common stock underlying warrants) or their permitted transferees are entitled to certain piggyback registration rights.

In connection with our June 2013 convertible note financing, we entered into a stockholders agreement with Terry Lingren, Robert Hammond, Neal Fenzi, Superconductor Technologies Inc. and MDB Capital Group LLC, pursuant to which we granted Superconductor Technologies Inc. and Messrs. Lingren, Hammond and Fenzi piggyback registration rights with respect to our capital stock held by these investors. These piggyback registration

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rights terminate seven years following expiration of the lock-up agreements entered into by these investors in connection with this offering.

In addition, the registration rights agreement we entered into with investors in our June 2013 convertible note financing and the registration rights agreement we entered into with MDB Capital Group LLC with respect to their warrants to purchase shares of our common stock, each contain piggyback registration rights with respect our capital stock held by these investors. These piggyback registration rights terminate with respect to each registration rights agreement, when all of the shares subject to such agreement have been sold by the holders pursuant to a registration statement, have been registered pursuant to an effective registration statement for 24 months, or may be sold by the holders without regard to the volume limitations of Rule 144, or Rule 144(i) if applicable, of the Securities Act.

If we register any of our securities for our own account, after the completion of this offering, the holders of these shares are entitled to include their shares in the registration. Both we and the underwriters of any underwritten offering have the right to limit the number of shares registered by these holders for marketing reasons, subject to limitations set forth in the respective agreements with these investors.

Anti-Takeover Effects of Delaware Law and Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws to be effective in connection with the completion of this offering will contain provisions that could have the effect of delaying, deferring, or discouraging another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us.

Undesignated Preferred Stock

As discussed above under “—Preferred Stock,” our board of directors will have the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management.

Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting

Our amended and restated certificate of incorporation will provide that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock would not be able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws.

In addition, our amended and restated bylaws will provide that special meetings of the stockholders may be called only by the chairman of the board, the chief executive officer, the president (in the absence of a chief executive officer), or our board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company.

Delaware Anti-takeover Statute

We will be subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under

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certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

· prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

· upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

· at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be . The transfer agent’s address is , and its telephone number is .

Exchange Listing

We have applied to list our common stock on the NASDAQ Capital Market under the symbol “RESN.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for shares of our common stock. Future sales of substantial amounts of shares of common stock, including shares issued upon the exercise of outstanding warrants, in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market price for our common stock or impair our ability to raise equity capital.

Upon the completion of this offering, a total of shares of common stock will be outstanding, assuming the automatic conversion of all outstanding convertible promissory notes into shares of common stock in connection with the completion of this offering. All shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriter’s over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.

The remaining 3,787,589 shares of common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

Subject to the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, these restricted securities will be available for sale in the public market beginning more than 180 days after the date of this prospectus.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

· 1% of the number of shares of common stock then outstanding; or

· the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been one of our affiliates during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. However, all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

Lock-Up Agreements

We, all of our directors and officers and the holders of substantially all of our common stock or securities exercisable for or convertible into our common stock outstanding immediately prior to this offering have agreed

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that, without the prior written consent of MDB Capital Group LLC, on behalf of the underwriter, we and they will not, during the period ending 12 months after the date of this prospectus, for officers, directors and certain stockholders beneficially owning 5% or more of our common stock, and 180 days after the date of this prospectus, for all other stockholders:

· offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock, capital stock, or any securities convertible into or exchangeable or exercisable for shares of common stock or other capital stock;

· make any demand for or exercise any right with respect to the registration of any shares of common stock or other such securities; or

· enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock;

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition. This agreement is subject to certain exceptions. See “Underwriting” for additional information.

Registration Rights

Upon the completion of this offering, the holders of 4,468,573 shares of common stock (including 680,984 shares of common stock underlying warrants) or their permitted transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares held by affiliates. See “Description of Capital Stock—Registration Rights” for additional information.

Registration Statements on Form S-8

As soon as permitted, we intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock to be issued or reserved for issuance under our equity incentive plan. Shares covered by this registration statement will be eligible for sale in the public market, upon the expiration or release from the terms of the lock-up agreements and subject to vesting of such shares.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement dated the date of this prospectus between MDB Capital Group, LLC (“MDB Capital Group”), as the managing underwriter, and us, we have agreed to sell to the underwriter and the underwriter has agreed to purchase from us the number of shares of common stock indicated in the table below at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, as it may be supplemented from time to time.

Underwriter		Number of Shares
MDB Capital Group, LLC

Total

The underwriter is committed to purchase all of the common shares offered by us, other than those covered by the option to purchase additional shares described below, if they purchase any shares. The underwriting agreement provides that the underwriter’s obligations to purchase shares of our common stock are subject to conditions contained in the underwriting agreement. A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

We have been advised by the underwriter that they propose to offer shares of our common stock directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers that are members of the Financial Industry Regulatory Authority (“FINRA”). Any securities sold by the underwriter to securities dealers will be sold at the public offering price less a selling concession not in excess of $ per share. After the public offering of the shares, the offering price and other selling terms may be changed by the underwriter.

None of our securities included in this offering may be offered or sold, directly or indirectly, nor may this prospectus and any other offering material or advertisements in connection with the offer and sales of any of our common stock, be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of our common stock and the distribution of this prospectus. This prospectus is neither an offer to sell nor a solicitation of any offer to buy any of our common stock included in this offering in any jurisdiction where that would not be permitted or legal.

MDB Capital Group has advised us that the underwriter does not intend to confirm sales to any accounts over which it exercises discretionary authority. MDB Capital Group has rendered advisory services to us in the past and has acted as our placement agent in connection with the placement of our senior secured convertible promissory notes in June 2013. Principals of MDB Capital Group made an investment in our senior secured convertible promissory notes on the same terms and conditions as the other investors.

Underwriting Discount and Expenses

The following table summarizes the underwriting discount and commission to be paid to the underwriter by us.

	Without Over-Allotment	With Over-Allotment
Public offering price	$	$
Underwriting discount to be paid to the underwriter
Accountable and non-accountable expense allowance
Net proceeds, before other expenses	$	$

We estimate the total expenses payable by us for this offering to be approximately $ million ($ million if the underwriter’s over-allotment option is exercised in full), which amount includes (i) the underwriting discount of $ ($ if the underwriter’s over-allotment option is exercised in full), (ii) reimbursement of the expenses of the underwriter equal to $130,000, representing the negotiated and set fees of underwriter’s counsel of which $0 has been advanced on a refundable and accountable basis and $ as a non-accountable expense allowance being paid by us, and (iii) other estimated expenses of approximately $ ,

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which includes legal, accounting, printing costs and various fees associated with the registration and listing of our shares. In no event will the aggregated expenses reimbursed to the underwriter exceed $ .

Over-allotment Option

We have granted to the underwriter an option, exercisable not later than 45 days after the date of this prospectus, to purchase up to an additional shares of our common stock (up to 15% of the shares firmly committed in this offering) at the public offering price, less the underwriting discount, set forth on the cover page of this prospectus. The underwriter may exercise the option solely to cover over-allotments, if any, made in connection with this offering. If any shares of common stock are purchased pursuant to the over-allotment option, the underwriter will offer these shares of common stock on the same terms as those on which the other shares of common stock are being offered hereby.

Determination of Offering Price

There is no current market for our common stock. The underwriter is not obligated to make a market in our securities, and even if they choose to make a market, they can discontinue their market making at any time without notice. Neither we nor the underwriter can provide any assurance that an active and liquid trading market in our securities will develop or, if developed, that the market will continue.

The public offering price of the shares offered by this prospectus has been determined by negotiation between us and the underwriter. Among the factors considered in determining the public offering price of the shares were:

· our history and our prospects;

· the industry in which we operate;

· our past and present operating results;

· the previous experience of our executive officers; and

· the general condition of the securities markets at the time of this offering.

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the shares. That price is subject to change as a result of market conditions and other factors, and we cannot assure you that the shares can be resold at or above the public offering price.

Underwriter Warrant

We have agreed to issue to the underwriter a warrant to purchase shares of our common stock (up to 10% of the shares of common stock sold in this offering, including the over-allotment). The warrant is exercisable at $ per share (120% of the price of the common stock sold in this offering), commencing on the effective date of the registration statement for this offering and expiring five years thereafter. The warrant and the shares of common stock underlying the warrant have been deemed compensation by FINRA and are therefore subject to a 180 days lock up pursuant to Rule 5110(g)(1) of FINRA. The underwriter (or permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate the warrant or the securities underlying the warrant, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrant or the underlying securities for a period of 180 days from the effective date of the registration statement for this offering.

Pursuant to engagement agreements entered into on October 31, 2012 with MDB Capital Group, we issued two warrants to purchase an aggregate of 430,985 shares of our common stock on June 17, 2013. The first warrant to purchase 208,763 shares of our common stock with an exercise price of $3.35 per share was issued to MDB Capital Group for serving as the exclusive placement agent for the private placement of our senior secured convertible promissory notes. The second warrant to purchase 222,222 shares of our common stock with an exercise price of $0.01 per share was issued to MDB Capital Group for business consulting services rendered prior to June 17, 2013. Both of these warrants have a term of seven years and do not become exercisable until six months after the completion of this offering. Subsequent to their initial issuance, MDB Capital Group transferred 50% of the warrants to certain transferees.

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Lock-Up Agreements

All of our officers and directors and certain stockholders beneficially owning 5% or more of our common stock have agreed that, until 12 months after the effective date of the registration statement of which this prospectus is a part, that they will not sell, contract to sell, grant any option for the sale or otherwise dispose of any of our equity securities, or any securities convertible into or exercisable or exchangeable for our equity securities, without the consent of MDB Capital Group, LLC. Additionally, the holders of the shares of our common stock issued on conversion of the senior secured promissory notes have agreed that until 180 days after the effective date of the registration statement of which this prospectus is a part, that they will not sell, contract to sell, grant any option for the sale or otherwise dispose of any of our equity securities, or any securities convertible into or exercisable or exchangeable for our equity securities, without the consent of MDB Capital Group, LLC. MDB Capital Group, LLC may consent to an early release from the lock-up period if, in their opinion, the market for the common stock would not be adversely impacted by sales and in cases of a financial emergency of an officer, director or other stockholder. We are unaware of any officer, director or stockholder who intends to ask for consent to dispose of any of our equity securities during the relevant lock-up periods.

Indemnification

We will agree to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act, and to contribute to payments that the underwriter may be required to make for these liabilities.

Short Positions and Penalty Bids

The underwriter may engage in over-allotment, syndicate covering transactions, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Exchange Act.

· Over-allotment involves sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by an underwriter is not greater than the number of shares that it may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriter may close out any short position by either exercising its over-allotment option and/or purchasing shares in the open market.

· Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option. If an underwriter sells more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if an underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

· Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when the shares originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The NASDAQ Capital Market, and if commenced, they may be discontinued at any time.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we

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nor the underwriter make any representation that the underwriter will engage in these transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by the underwriter, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the underwriter, prospective investors may be allowed to place orders online. The underwriter may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriter on the same basis as other allocations.

Other than the prospectus in electronic format, the information on the underwriter’s website and any information contained in any other website maintained by the underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter and should not be relied upon by investors.

The underwriter’s compensation in connection with this offering is limited to the fees and expenses described above under “Underwriting Discount and Expenses.”

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Stubbs Alderton & Markiles, LLP, Sherman Oaks, California. Golenbock Eiseman Assor Bell & Peskoe LLP, New York, New York, is acting as counsel to the underwriter.

EXPERTS

The financial statements of Resonant Inc. as of December 31, 2012 and for the period from May 29, 2012 (inception) to December 31, 2012, appearing in this prospectus and registration statement have been audited by Squar, Milner, Peterson, Miranda & Williamson, LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon its authority as an expert in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933 with respect to the shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. You may obtain copies of this information by mail from the public reference room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1(800) SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934 and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.resonant.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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RESONANT INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets of as of December 31, 2012 and September 30, 2013 (unaudited)	F-3

Consolidated Statements of Operations for the period from May 29, 2012 (inception) to December 31, 2012, the nine months ended September 30, 2013 (unaudited) and the period from May 29, 2012 (inception) to September 30, 2013 (unaudited)	F-4

Consolidated Statements of Stockholders’ Equity (Deficit) for the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2013 (unaudited)	F-5

Consolidated Statements of Cash Flows for the period from May 29, 2012 (inception) to December 31, 2012, the nine months ended September 30, 2013 (unaudited) and the period from May 29, 2012 (inception) to September 30, 2013 (unaudited)	F-6

Notes to Consolidated Financial Statements	F-7

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Resonant Inc.

We have audited the accompanying balance sheet of Resonant Inc., a development stage company, (the “Company”) as of December 31, 2012, and the related consolidated statements of operations, shareholders’ equity and cash flows for the period May 29, 2012 (inception) to December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Resonant Inc., a development stage company, as of December 31, 2012, and the results of its operations and its cash flows for the period May 29, 2012 (inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has negative working capital and shareholders’ deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
Los Angeles, California

January 24, 2014

F-2

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RESONANT INC.
(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	Resonant LLC December 31, 2012		September 30, 2013
			(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	89,044	$	4,402,550
Prepaid expenses and other current assets	21,047		162,327
Deferred finance costs	—		935,544
TOTAL CURRENT ASSETS	110,091		5,500,421
PROPERTY AND EQUIPMENT
Software	—		41,518
Less: Accumulated depreciation and amortization	—		(2,307		)
PROPERTY AND EQUIPMENT, NET	—		39,211
NONCURRENT ASSETS
Patents and domain name, net	226,018		346,549
Other assets	—		7,614
TOTAL NONCURRENT ASSETS	226,018		354,163
TOTAL ASSETS	$	336,109	$	5,893,795

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	53,852	$	135,183
Accrued expenses	133,603		90,781
Accrued salaries and payroll-related expenses	2,303		56,123
Derivative liabilities	—		1,862,412
Notes payable	100,000		7,302,243
TOTAL CURRENT LIABILITIES	289,758		9,446,742
LONG-TERM LIABILITIES
Warrants	—		1,785,180
TOTAL LIABILITIES	289,758		11,231,922
Commitments and contingencies (Note 8)
STOCKHOLDERS’ EQUITY (DEFICIT)
Resonant LLC — 1,000,000 and 0 units authorized as of December 31, 2012 and September 30, 2013, respectively; 800,000 and 0 issued and outstanding at December 31, 2012 and September 30, 2013, respectively	46,351		—
Resonant Inc. — Common Stock, $.001 par value; 1,000 and 10,000,000 authorized as of December 31, 2012 and September 30, 2013, respectively; 0 and 999,999 issued and outstanding at December 31, 2012 and September 30, 2013, respectively	—		1,000
Additional paid-in capital	—		(1,000		)
Accumulated deficit during the development stage	—		(5,338,127		)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	46,351		(5,338,127		)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	336,109	$	5,893,795

See notes to consolidated financial statements.

F-3

Table of Contents

RESONANT INC.
(a Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Resonant LLC Period from May 29, 2012 (inception) to December 31, 2012			Nine Months Ended September 30, 2013			Period from May 29, 2012 (inception) to September 30, 2013
				(unaudited)			(unaudited)
REVENUE	$	—		$	—		$	—
OPERATING EXPENSES
Research and development expenses	141,799			798,669			940,468
General and administrative expenses	245,351			1,141,007			1,386,358
Depreciation and amortization	4,508			7,881			12,389
TOTAL OPERATING EXPENSES	391,658			1,947,557			2,339,215
OPERATING LOSS	(391,658		)	(1,947,557		)	(2,339,215		)
OTHER INCOME (EXPENSE)
Interest income (expense), net	73			(927,118		)	(927,045		)
Fair value adjustments to warrant and derivative liabilities	—			164,258			164,258
Bridge warrant expense	—			(560,155		)	(560,155		)
Other income (expense)	—			(333		)	(333		)
TOTAL OTHER INCOME (EXPENSE)	73			(1,323,348		)	(1,323,275		)
LOSS BEFORE INCOME TAXES	(391,585		)	(3,270,905		)	(3,662,490		)
Provision for income taxes	(800		)	(2,056		)	(2,856		)
NET LOSS	$	(392,385	)	$	(3,272,961	)	$	(3,665,346	)

NET LOSS PER SHARE (Note 10)	$	—		$	(2.49	)	$	—
Weighted average shares outstanding — basic and diluted	—			999,999			—

See notes to consolidated financial statements.

F-4

Table of Contents

RESONANT INC.
(a Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED)

														Additional						Total
	Class B Members’					Class C Member’s					Common Stock			Paid-in			Accumulated			Stockholders’
	Units		Capital			Units		Capital			Shares	Amount		Capital			Deficit			Equity (Deficit)

Balance at May 29, 2012 (Inception)	—		$	—		—		$	—		—	$	—	$	—		$	—		$	—
Class B members’ units (1)	500,000		200,000			—		—			—	—		—			—			200,000
Class C member’s units (2)	—		—			300,000		216,398			—	—		—			—			216,398
Capital contribution	—		—			—		22,338			—	—		—			—			22,338
Net loss	—		(200,000		)	—		(192,385		)	—	—		—			—			(392,385		)
Balance, December 31, 2012	500,000		—			300,000		46,351			—	—		—			—			46,351
Capital contribution (unaudited)	—		—			—		22,338			—	—		—			—			22,338
Exchange of Class C member’s units for subordinated note (unaudited)	—		—			(300,000	)	—			—	—		—			(2,133,855		)	(2,133,855		)
Exchange of Class B members’ units for common stock (unaudited)	(500,000	)	—			—		—			999,999	1,000		(1,000		)	—			—
Net loss (unaudited)	—		—			—		(68,689		)	—	—		—			(3,204,272		)	(3,272,961		)
Balance, September 30, 2013 (unaudited)	—		$	—		—		$	—		999,999	$	1,000	$	(1,000	)	$	(5,338,127	)	$	(5,338,127	)

(1) Class B members’ units were originally valued at $200,000. As a result of losses incurred for the period ended December 31, 2012 and allocated per the members’ agreement, the value of the Class B units was $0 at December 31, 2012.

(2) Class C member’s units were originally valued at $216,398. As a result of losses incurred for the periods ended December 31, 2012 and September 30, 2013 and allocated per the members’ agreement, the values of the Class C units were $46,351 at December 31, 2012 and $0 at September 30, 2013 (unaudited).

See notes to consolidated financial statements.

F-5

Table of Contents

RESONANT INC.
(a Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Resonant LLC Period from May 29, 2012 (inception) to December 31, 2012			Nine Months Ended September 30, 2013			Period from May 29, 2012 (inception) to September 30, 2013
				(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(392,385	)	$	(3,272,961	)	$	(3,665,346	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,508			7,882			12,390
Amortization of deferred finance costs	—			921,980			921,980
Warrants issued for payment of services	—			715,794			715,794
Non-cash rent expense	22,338			22,338			44,676
Bridge warrant expense	—			560,021			560,021
Fair value adjustments to warrant and derivative liabilities	—			(164,124		)	(164,124		)
Changes in assets and liabilities:
Prepaids and other current assets	(21,048		)	(141,280		)	(162,328		)
Other assets	—			(7,614		)	(7,614		)
Accounts payable	53,852			81,331			135,183
Accrued expenses	135,906			10,998			146,904
Net cash used in operating activities	(196,829		)	(1,265,635		)	(1,462,464		)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	—			(41,518		)	(41,518		)
Expenditures for patents and domain name	(14,127		)	(126,106		)	(140,233		)
Net cash used in investing activities	(14,127		)	(167,624		)	(181,751		)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of note payable	—			(100,000		)	(100,000		)
Proceeds from note payable	100,000			—			100,000
Proceeds from bridge loan	—			200,000			200,000
Proceeds from issuance of convertible note	—			7,000,000			7,000,000
Deferred financing cost	—			(1,154,235		)	(1,154,235		)
Payment of bridge loan	—			(200,000		)	(200,000		)
Proceeds from issuance of warrants	—			1,000			1,000
Proceeds from issuance of Class B units	200,000			—			200,000
Net cash provided by financing activities	300,000			5,746,765			6,046,765
NET INCREASE IN CASH	89,044			4,313,506			4,402,550
CASH — Beginning of Period	—			89,044			—
CASH— End of Period	$	89,044		$	4,402,550		$	4,402,550

SUPPLEMENTAL DISCLSOSURE OF CASH FLOW INFORMATION:
Interest	$	—		$	6,442		$	6,442
Taxes	$	—		$	800		$	800

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of Class C units in exchange for patents	$	216,398		$	—		$	216,398
Issuance of subordinated note in exchange for Class C units	$	—		$	2,400,000		$	2,400,000
Charge to equity for difference in fair value of subordinated note	$	—		$	2,133,855		$	2,133,855
Debt discount in conjunction with subordinated note	$	—		$	266,144		$	266,145
Issuance of common stock in exchange for Class B units	$	—		$	1,000		$	1,000
Debt discount in conjunction with senior note	$	—		$	329,886		$	329,886
Debt discount in conjunction with senior note — derivative	$	—		$	2,005,015		$	2,005,015

See notes to consolidated financial statements.

F-6

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATE D FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Overview

Resonant is a development-stage company located in Santa Barbara, California. We are creating innovative filter designs for radio frequency, or RF, front-ends for the mobile device industry. The RF front-end is the circuitry in a mobile device responsible for analog signal processing and is located between the device’s antenna and its digital baseband. We use a fundamentally new technology called Infinite Synthesized Networks, or ISN, to configure resonators, the building blocks of RF filters. Filters are a critical component of the RF front-end. They are used to select desired radio frequency signals and reject unwanted signals.

We plan to license our designs to companies that make part or all of the RF front-end. We intend retain ownership of our designs and charge royalties based on sales of RF front-end modules that incorporate our designs. We do not intend to manufacture or sell any physical products or operate as a contract design company developing designs for a fee.

We are currently developing our first design, a duplexer, in collaboration with Skyworks Solutions, Inc., under the terms of a development agreement. Skyworks has an option to license our duplexer design at already agreed-upon royalty rates upon completion. The terms of the license would give Skyworks exclusivity on our filter design for a limited time on the relevant duplexer band. There is no assurance that we can complete our design or that our design will have acceptable performance. In addition, our design will compete with other products and solutions available to Skyworks and may not be selected even if fully compliant with all specifications.

The founders loaned us an aggregate of $200,000 during the first quarter of 2013, and we issued a series of warrants to the founders in connection with these loans. We repaid the loans in the second quarter of 2013.

We changed our form of ownership from a limited liability company to a corporation in an exchange transaction on June 17, 2013. The founders exchanged all of their units and warrants of Resonant LLC for common stock and warrants of Resonant Inc. STI exchanged all of its units of Resonant LLC for a $2.4 million subordinated convertible note of Resonant Inc. The note issued to STI matures on September 17, 2014, is interest free, is secured by all of our assets, is subordinated to our senior convertible notes and will automatically convert into 700,000 shares of our common stock upon consummation of a qualified offering.

We closed our first financing on June 17, 2013. We issued $7.0 million of senior convertible notes in a private placement. The notes mature on September 17, 2014, bear interest at 6.0% per annum, are secured by all of our assets and will automatically convert into 2,087,590 shares of our common stock upon consummation of a qualified offering. Interest is payable in cash or shares of common stock. We paid a placement agent a commission of $700,000 and issued the agent warrants to purchase 208,763 shares of our common stock. We also issued the placement agent a warrant to purchase 222,222 shares of our common stock for business consulting services.

Capital Resources and Liquidity

We have earned no revenue since inception, and our operations have been funded with the initial capital contributions and debt. We have incurred losses totaling $3.7 million (unaudited) from inception through September 30, 2013. These losses are primarily the result of research and development costs associated with commercializing our technology, combined with start-up and financing costs. We expect to continue to incur substantial costs for

F-7

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

commercialization of our technology on a continuous basis because our business model involves developing and licensing custom filter designs.

Our financial statements contemplate the continuation of our business as a going concern. However, we are subject to the risks and uncertainties associated with a new business. We have no established source of capital, do not yet have the ability to earn revenue and have incurred significant losses from operations since inception. At September 30, 2013, we had an accumulated deficit of $5.3 million (unaudited) and cash and cash equivalents of $4.4 million (unaudited).

We are offering shares of common stock in an initial public offering to raise additional capital. There is no assurance that the proceeds will be sufficient to provide us with adequate resources to fund future operations, and we may need additional financing to continue with our plan of commercialization and for general working capital. Further, if we are unable to complete the duplexer design under the development agreement or Skyworks declines to license the design, we will require additional financing. No assurance can be given that any form of additional financing can be obtained, that the terms of such financing will be acceptable or that such financing would not be dilutive to existing shareholders.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern, and assumes continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The matters described in the preceding paragraphs raise substantial doubt about our ability to continue as a going concern. Recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon our ability to meet our financing requirements on a continuing basis, and become profitable in our future operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Enterprise — We are a development stage company as defined in Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 915, Development Stage Entities . We are devoting substantially all of our present efforts to commercialize our technology by developing RF filter designs, and our planned operations have not yet commenced. We have not generated any revenues from operations and have no assurance of any future revenues. All losses accumulated since our inception on May 29, 2012 have been considered as part of our development stage activities.

Basis of Presentation and Use of Estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include (a) assumptions to calculate the fair values of financial instruments, derivative and warrant and other liabilities and the deferred tax asset valuation allowance and (b) the useful lives for depreciable and amortizable assets. Actual results could differ from those estimates. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included.

Unaudited Interim and Cumulative Financial Statements — The accompanying interim balance sheet as of September 30, 2013, the statements of operations and cash flows for the nine months ended September 30, 2013, the statement of stockholders’ equity (deficit) for the nine months ended September 30, 2013 and financial information disclosed in these notes to the financial statements related to the nine months ended September 30, 2013 are unaudited. In addition, the accompanying statements of operations and cash flows for the period from May 29, 2012 (inception) to September 30, 2013, the statement of stockholders’ equity (deficit) for period from May 29, 2012 (inception) to September 30, 2013 and financial information disclosed in these notes to the consolidated financial statements related to the period from May 29, 2012 (inception) to September 30, 2013 are unaudited.

F-8

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

These unaudited interim and cumulative financial statements have been prepared in accordance with U.S. generally accepted accounting principles. In the opinion of our management, the unaudited interim and cumulative financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for a fair statement of our financial position as of September 30, 2013 and our results of operations and our cash flows for the nine months ended September 30, 2013 and the period from May 29, 2012 (inception) to September 30, 2013. The results for the nine months ended September 30, 2013 are not necessarily indicative of the results expected for the full year.

Fiscal Year — Resonant LLC was formed on May 29, 2012, which is the day of inception. Transactions occurring from May 29, 2012 to December 31, 2012 are presumed to be for the seven months ended December 31, 2012.

Fair Value of Financial Instruments — We measure certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying amounts of our financial instruments, including cash equivalents, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.

The carrying amount of our warrant liabilities and our derivative liability related to the Senior Convertible Notes is marked to market each reporting date until the warrants and derivative liability are settled. The fair value of the financing warrant liability and derivative liability ( see Note 5 and Note 6 ) is estimated using a Monte Carlo option-pricing model, which takes into consideration the market values of comparable public companies, considering among other factors, the use of multiples of earnings, and adjusted to reflect the restrictions on the ability of our securities to trade in an active market. The fair value of the remaining warrants is estimated using a Black-Scholes option valuation technique as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk free rates) necessary to fair value these instruments. All of the warrant liabilities and derivative liability are valued using level 3 inputs ( see Note 9 for the range of assumptions used ).

Operating Leases — We lease office space and research facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. We recognize rent expense under such leases on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term.

Cash and Cash Equivalents — We consider all liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Concentration of Credit Risk — We maintain checking accounts at one financial institution. These accounts are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per account. Management believes we are not exposed to significant credit risk due to the financial position of the depository institution in which these deposits are held.

Property and Equipment — Property and equipment consist of software purchased during the normal course of business and are recorded at cost. Amortization of software is recorded using the straight-line method over the respective useful lives of the asset ranging from three to five years. Long-lived assets, including software are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

Intangible Assets Subject to Amortization — At September 30, 2013, intangible assets subject to amortization include patents and a domain name purchased for use in operations. Intangible assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

F-9

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

Deferred Finance Costs — Costs relating to our senior convertible note financing have been capitalized and amortized over the term of the related debt using the effective interest method. Amortization of deferred financing costs charged to interest expense was $0 and $200,000 (unaudited) for the year ended December 31, 2012 and nine months ended September 30, 2013, respectively. The unamortized balance was $0 and $900,000 (unaudited) at December 31, 2012 and September 30, 2013, respectively.

Research and Development — Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with ASC Topic 730-10, Research and Development .

Earnings Per Share, or EPS — EPS is computed in accordance with ASC Topic 260, Earnings per Share , and is calculated using the weighted average number of common shares outstanding during each period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. Diluted EPS is not presented due to the loss in all periods presented.

The shares used to compute net loss per share represent the weighted-average common shares outstanding for the period from June 17, 2013 to September 30, 2013. Further, as our stockholders have the right to participate in any dividend declared on our common stock, basic and diluted EPS are potentially subject to computation using the two-class method, under which our undistributed earnings are allocated amongst the common stockholders. However, as we recorded a net loss for the nine months ended September 30, 2013 (unaudited), presentation of EPS using the two class method was not necessary. EPS is not presented for the period from May 29, 2012 (inception) to December 31, 2012 as we were a limited liability company.

The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share attributable to common stockholders for the nine months ended September 30, 2013.

		Nine Months ended September 30, 2013
		(unaudited)

Common stock warrants		680,984
Convertible debt		2,787,590
Total shares excluded from net loss per share attributable to common stockholders		3,468,574

Derivative Instruments — We account for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities , or ASC 815, as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. We determine the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument.

We estimate fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex instruments, such as free-standing warrants, we generally use the Black-Scholes-Merton valuation model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Under ASC 815, increases in the trading price of our common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of our common stock and decreases in fair value during a given financial quarter would result in the application of non-cash

F-10

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

derivative income. In situations where the Black-Scholes-Merton model is not deemed appropriate, we will use a Monte Carlo option-pricing model to determine the fair value of derivative instruments.

Patent Costs — We capitalize external costs, such as attorney and filing fees, incurred to obtain issued patents and pending patent applications. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize patent costs once issued on a straight-line basis over the estimate useful lives of the patents. We assess the potential impairment to all capitalized patent costs when events or changes in circumstances indicate that the carrying amount of our patent may not be recoverable. We account for patent costs in accordance with ASC Topic 350, Goodwill and Other Intangible Assets .

Income Taxes — We account for income taxes in accordance with ASC Topic 740, Income Taxes , or ASC 740, which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax expense in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For the period when we were organized as a limited liability company, we were treated as a partnership for federal and state income tax purposes under the entity classification domestic default rules.

ASC 740 prescribes a recognition threshold and measurement methodology to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation of a tax position is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not” be sustained upon examination by the appropriate taxing authority. The second step requires the tax position be measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would no longer be recognized.

We have filed, or are in the process of filing, tax returns that are subject to audit by the respective tax authorities. Although the ultimate outcome would be unknown, we believe that any adjustments that may result from tax return audits are not likely to have a material, adverse effect on our consolidated results of operations, financial position or cash flows.

All tax years are open for Federal and state income tax purposes.

Recent Accounting Pronouncements

The FASB, the Emerging Issues Task Force and the SEC have issued certain accounting standards, updates and regulations as of December 31, 2012 and September 30, 2013 that will become effective in subsequent periods; however, our management does not believe that any of those standards, updates or regulations would have significantly affected our financial accounting measures or disclosures had they been in effect during the period ended December 31, 2012 and the nine months ended September 30, 2013 (unaudited), and it does not believe that any of them will have a significant impact on our financial statements at the time they become effective.

NOTE 3. — PATENTS AND DOMAIN NAME

We acquired patents from STI as a result of an asset contribution as discussed in Note 4. In addition, we acquired other patents and the domain name www.resonant.com through the normal course of business. Patents are

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Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

amortized over their approximate useful life of 17 years, or 20 years in the case of new patents, once they are approved by their respective regulatory agency. The domain name is amortized over the approximate useful life of 10 years. See the table below for a summary of patent cost capitalized and amortized at December 31, 2012 and September 30, 2013 (unaudited):

	Total
Balance at May 29, 2012 (Inception)	$	—
STI contribution	216,398
Amortization	(4,508		)
Legal fees for pending patents	14,128
Balance at December 31, 2012	226,018
Amortization	(5,574		)
Legal fees for pending patents	104,400
Purchase of domain name	21,705
Balance at September 30, 2013	$	346,549

We review amounts capitalized as patents and intangible assets for impairment at least annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In the event the carrying value of the assets is not expected to be recovered, the assets are written down to their estimated fair values. We continue to test our indefinite-lived intangible assets for potential impairment until the projects are completed or abandoned. We did not record any impairment on patents or intangibles at December 31, 2012 and September 30, 2013.

Amortization expense for each of the five fiscal years through December 31, 2017 and thereafter is estimated as follows:

Years ending December 31,
2013 (three months)	$	3,748
2014	14,971
2015	14,971
2016	14,971
2017 and thereafter	297,888
Total amortization expense	$	346,549

NOTE 4. — EXCHANGE TRANSACTION

In July of 2012, STI contributed patents to Resonant LLC in exchange for 300,000 Class C units of Resonant LLC, which constituted a 37.5% ownership interest. Each of our founders simultaneously contributed $66,667 (for an aggregate of $200,000) to Resonant LLC in exchange for 166,667 Class B units (for an aggregate of 500,000 Class B units), or a 62.5% interest in Resonant LLC. The operating agreement provided that members did not have any voting rights except for those significant business matters expressly listed in the operating agreement, including the operating budget and hiring of key executives. The majority vote of each class of units was required for those matters. In addition, the Class B unit holders designated two managers and the Class C unit holder designated one manager. Although the managers ran the day-to-day business, all key business activities and decisions required the approval of a majority of the Class B unit holders and the Class C unit holder as noted above. Because STI was a member of Resonant LLC, with a 50% control factor, the value of the assets STI contributed to Resonant LLC was recorded at their carryover bases.

In July 2013, the founders exchanged all of their Class B units for 999,999 shares of our common stock, which was accounted for at its carryover basis, and we repurchased all of STI’s Class C units for a $2.4 million principal amount subordinated convertible note, which has been recorded as a treasury stock transaction.

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Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

NOTE 5. — BRIDGE LOANS, MEMBER LOAN AND CONVERTIBLE DEBT

Bridge Loans and Member Loan

In the first quarter of 2013, our three founders loaned Resonant LLC an aggregate of $200,000 to fund its operations, which were refer to as the Bridge Loan. The Bridge Loan was funded in two tranches, with each founder funding $33,333 on each of January 31, 2013 (for a total of $100,000) and March 19, 2013 (for a total of $100,000). The Bridge Loan was unsecured and bore interest at the rate of 10% per annum, compounded monthly. The Bridge Loan was scheduled to mature on the first to occur of (a) a specified financing event, (b) the expiration date of STI’s right to demand return of intellectual property pursuant to the operating agreement of Resonant LLC and (c) December 31, 2013. The Bridge Loan and accumulated interest was repaid in full with the proceeds of our senior convertible note financing on June 17, 2013, and we had no amounts related to the Bridge Loan outstanding at September 30, 2013 (unaudited).

At December 31, 2012, we had outstanding a member loan of $100,000 payable to STI under the terms of the operating agreement for Resonant LLC. This indebtedness did not bear interest and was due and payable upon consummation of our first financing. This indebtedness was repaid in full with the proceeds of our senior convertible note financing on June 17, 2013, and we had no amounts related to this indebtedness outstanding at September 30, 2013 (unaudited).

Senior Convertible Note

We entered into a securities purchase agreement on June 17, 2013 for the sale to multiple investors of $7.0 million in principal amount of senior secured convertible promissory notes, which we refer to as Senior Convertible Notes . MDB Capital Group, LLC served as placement agent in this financing. We closed the sale on the same day and issued $7.0 million in principal amount of Senior Convertible Notes. We also paid $700,000 to MDB Capital Group, LLC as a placement agent fee. The net cash proceeds were $6.3 million. We also issued to MDB Capital Group, LLC a warrant to purchase shares of our common stock as consideration for its financing services, and another warrant to purchase shares of our common stock as consideration for business consulting services. The Senior Convertible Notes bear interest at a 6% per annum and are scheduled to mature on September 17, 2014 unless earlier converted. The maturity date will automatically be extended to March 17, 2015 if certain conditions are satisfied as set forth in the note.

The Senior Convertible Notes are convertible into validly issued, fully paid and non-assessable shares of our common stock as follows:

Mandatory Conversion — Qualifying IPO: Upon consummation of a Qualifying IPO, as defined in the Senior Convertible Notes, the principal amount of the Senior Convertible Notes will automatically convert into shares of our common stock at a conversion rate equal to the lower of (i) sixty percent of the price of a share of our common stock sold in the Qualifying IPO or (B) the quotient of $7,800,000 divided by the Fully Diluted Shares, as defined in the Senior Convertible Notes (the “Fully Diluted Shares”); provided that the conversion rate will not be less than the quotient of $6,000,000 divided by the Fully Diluted Shares.

Mandatory Conversion — Election of the Holders: At any time until twenty calendar days prior to the consummation of a Qualifying IPO, if holders of more than fifty percent of the aggregate principal of the then outstanding Senior Convertible Notes notify us in writing of their election to convert all of the notes, then the principal amount of all of the notes shall automatically convert into shares of our common stock at a conversion rate equal to the quotient of $7,800,000 divided by the Fully Diluted Shares.

Optional Conversion — Generally: At any time until twenty calendar days prior to the consummation of a Qualifying IPO, holders may at their election convert the principal amount the Senior Convertible Notes into shares of common stock at a conversion rate equal to the quotient of $7,800,000 divided by the Fully Diluted Shares. Additionally, for a period of ten business days following the consummation of certain qualified financings consummated prior to or in connection with a Qualifying IPO, holders may at their election convert the principal

F-13

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

amount the Senior Convertible Notes into either the securities issued in the financing or shares of our common stock, at a conversion rate equal to the lower of (i) sixty percent of the actual or imputed price of a share of common stock sold in the financing or (ii) the quotient of $7,800,000 divided by the Fully Diluted Shares; provided that the conversion rate will not be less than the quotient of $6,000,000 divided by the Fully Diluted Shares.

Optional Conversion — Event of Default : Following an event of default of the notes, holders may at their election convert the principal amount the Senior Convertible Notes into shares of our common stock at a conversion rate equal to the quotient of $5,000,000 divided by the Fully Diluted Shares.

The conversion feature included in the terms of the Senior Convertible Notes was determined to be a derivative liability that we bifurcated for accounting purposes. We measured the derivative liability at fair value at the issue date of Senior Convertible Notes based on a Monte Carlo option-pricing model and determined the value to be $1.9 million. The derivative liability was recorded with a corresponding debit to debt discount that will be amortized as interest expense using the effective interest method over the life of the instrument. At the time of issuance, the Senior Convertible Notes and derivative liability were recorded on the balance sheet as a long-term note because the notes mature on September 17, 2014 (greater than one year). At September 30, 2013, these amounts are included in current liabilities. Upon a Qualified IPO, or other event that results in the conversion of the notes into common stock, the carrying value of the derivative liability will be recorded to income and any remaining unamortized debt discount will be expensed at such date. The Monte Carlo option-pricing model used the following assumptions to estimate fair value: equity value of $10.5 million, different conversion prices for different scenarios, time to maturity of 15-21 months under the scenarios based on the expected date of a Qualified IPO, volatility of 85.1% and risk free rate of 0.24%. As noted above, in connection with the Senior Convertible Notes and as a result of the warrants issued to MDB Capital Group, LLC as consideration for its placement agent services, we determined that an additional discount to the debt should be recorded in the amount of $300,000, and we are amortizing this amount using the effective interest method over the life of the instrument. The Senior Convertible Notes do not include any financial covenants.

Subordinated Convertible Note

On June 17, 2013, we issued to STI a subordinated senior secured convertible note in the principal amount $2.4 million, which we refer to as the Subordinated Convertible Note, as consideration for our acquisition from STI of its 300,000 Class C units of Resonant LLC and 100 shares of our common stock. The Subordinate Convertible Note does not bear interest and is scheduled to mature on September 17, 2014 unless earlier converted. The maturity date will automatically be extended to March 17, 2015 if certain conditions are satisfied as set forth in the note.

The Subordinated Convertible Note is convertible into validly issued, fully paid and non-assessable shares of our common stock as follows:

Mandatory Conversion — Qualifying IPO: Upon consummation of a Qualifying IPO, as defined in the Subordinated Convertible Note, the principal amount of the Subordinated Convertible Note will automatically convert into 700,000 shares of our common stock.

Mandatory Conversion — Conversion of All Senior Convertible Notes : If all of the Senior Convertible Notes are converted into shares of our common stock in accordance with their terms, the principal amount of the Subordinated Convertible Note will automatically convert into 700,000 shares of our common stock.

Optional Conversion : At any time STI may at its election convert the principal amount of the Subordinated Convertible Note into 700,000 shares of our common stock.

We accounted for the exchange by STI of its Class C units in Resonant LLC for the Subordinated Convertible Note as a treasury stock transaction. The Class C units were retired and we recorded a $2.1 million charge to Accumulated Deficit for the difference between value of the Subordinated Convertible Note and the book value of the Class C units.

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Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

The Subordinated Convertible Note is non-interest bearing. We considered the effective interest rate of the Subordinated Convertible Note to be at least 11.8% as the Subordinated Convertible Note is subordinated to the Senior Convertible Notes and has greater inherent risk; therefore, it should carry a higher interest rate than that of the Senior Convertible Notes. We calculated a discount to the face value of the Subordinated Convertible Note of $300,000, which we recorded as debt discount and is being amortized as interest expense over the life of the Subordinated Convertible Note using the effective interest rate method. The Subordinated Convertible Note does not include any financial covenants.

Beneficial Conversion Feature

A convertible financial instrument includes a beneficial conversion feature if the effective conversion price is less than the market price of our common stock on the commitment date. The effective price paid for a share is the amount allocated to the convertible instrument, divided by the number of shares the holder is entitled to upon conversion. If the convertible financial instrument is issued with warrants and/or other detachable instruments, the amount allocated to the convertible instrument is the face amount less the allocation to the detachable instruments. Neither the Senior Convertible Notes nor the Subordinated Convertible Note were deemed to have a beneficial conversion feature attributed to them.

NOTE 6. — WARRANT LIABILITIES

From time to time, we and Resonant LLC have issued warrants to purchase shares of common stock and units of membership interest, respectively. These warrants have been issued in connection with the debt financing transactions and consulting services. Our warrants are subject to the same anti-dilution provisions applicable to shares of our common stock.

Bridge Warrants

In connection with and as an inducement to make the Bridge Loans in January and March 2013, Resonant LLC issued to each of our three founders five-year warrants to purchase Class B units of Resonant LLC at an exercise price of $0.40 per unit, which we refer to as the Bridge Warrants. The Bridge Warrants were issued in two tranches, at the same time the Bridge Loan was funded, with each founder receiving warrants for 20,833 Class B units on each of January 31, 2013 (for a total of 62,499 Class B units) and March 19, 2013 (for a total of 62,499 Class B units). The founders paid an aggregate of $1,000 in cash for the Bridge warrants.

We estimated the initial fair value of the Bridge Warrants issued in January 2013 to be $200,000 (unaudited) using the Black Scholes valuation model and the following assumptions: exercise price of $0.40 per unit; implied unit price of $3.75; expected volatility of 60%; expected dividend rate of 0%; risk free interest rate of 0.88%; and expiration date of 5 years. We estimated the initial fair value of the Bridge Warrants issued in March 2013 to be $200,000 (unaudited) using the Black Scholes valuation model and the following assumptions: exercise price of $0.40 per unit; implied unit price of $3.60; expected volatility of 60%; expected dividend rate of 0%; risk free interest rate of 0.80%; and expiration date of 5 years.

On June 17, 2013, in connection with our acquisition of all of the outstanding membership interests of Resonant LLC in an exchange transaction, the founders exchanged their Bridge Warrants to purchase an aggregate of 124,998 Class B units of Resonant LLC for Bridge Warrants to purchase an aggregate of 249,999 shares of our common stock at an exercise price of $0.20 per share. All other terms of the Bridge Warrants remained the same. We revalued the Bridge Warrants on June 17, 2013 to their current fair value. We estimated the initial fair value of the Bridge Warrants issued in January 2013 to be $400,000 (unaudited) using the Black Scholes valuation model with the following assumptions: exercise price of $0.20 per share; implied stock price of $3.23; expected volatility of 60%; expected dividend rate of 0%; risk free interest rate of 1.06%; and expiration date of 5 years. We estimated the initial fair value of the Bridge Warrants issued in March 2013 to be $400,000 (unaudited) using the Black Scholes valuation model with the following assumptions: exercise price of $0.20 per share; implied stock price of $3.23; expected volatility of 60%; expected dividend rate of 0%; risk free interest rate of 1.06%; and expiration date

F-15

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

of 5 years. At each reporting period, any changes to the fair value of the Bridge Warrants will be recorded in the statements of operations.

Consulting Warrant and Financing Warrant

Upon consummation of our Senior Convertible Note financing, as discussed in Note 5, for business consulting services provided by MDB Capital Group, LLC, we issued to MDB Capital Group, LLC a seven-year warrant to purchase 222,222 shares of our common stock at an exercise price of $0.01 per share, which we refer to as the Consulting Warrant. The Consulting Warrant is exercisable six months after the completion of our initial public offering and prior to June 15, 2020. We estimated the initial fair value of the Consulting Warrant to be $700,000 using the Black Scholes valuation model with the following assumptions: exercise price of $0.01 per share; implied stock price of $3.23; expected volatility of 68.8%; expected dividend rate of 0%; risk free interest rate of 1.57%; and expiration date of 7 years.

In addition, for placement agent services provided by MDB Capital Group, LLC in connection with our Senior Convertible Note financing, we issued to MDB Capital Group, LLC a seven-year warrant to purchase shares of our common stock, which we refer to as the Financing Warrant. The Financing Warrant is exercisable six months after the completion of our initial public offering and prior to June 15, 2020. The Financing Warrant is exercisable for a number of shares of our common stock equal to $700,000 divided by the Financing Warrant’s exercise price. Prior to consummation of our Qualified IPO, the exercise price is equal to $6,000,000 divided by the Fully Diluted Shares. Upon consummation of our Qualified IPO, the exercise price is adjusted to be equal to the conversion price of our Senior Convertible Notes. As the value of the Financing Warrant depends on future price movements of our equity, we estimated the initial fair value of the Financing Warrant to be $300,000 using a Monte Carlo option-pricing model with the following assumptions: equity value of $10.5 million, different conversion prices for different scenarios, time to maturity of 7 years, volatility of 68.6% and risk free rate of 1.57%.

A roll forward of warrant activity from December 31, 2012 to September 30, 2013 (unaudited) is shown in the following table:

	Issued and Outstanding Warrants as of January 1, 2013	Warrants Issued	Warrants Exercised/Expired	Issued and Outstanding Warrants as of September 30, 2013
Bridge Warrants	—	249,999	—	249,999
Consulting Warrant	—	222,222	—	222,222
Financing Warrant(1)	—	208,763	—	208,763
	—	680,984	—	680,984

(1) The number of shares of common stock underlying the Financing Warrant was determined using an exercise price of $3.35 per share, assuming the public offering price of our common stock in a Qualified IPO is at least $5.59 per share.

The fair value of the warrant liabilities was $0 and $1.8 million (unaudited) at December 31, 2012 and September 30, 2013, respectively. During the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2013, we recorded a gain of $0 and $22,000 (unaudited), respectively, on the change in fair value of the warrants.

NOTE 7. —STOCKHOLDERS’ EQUITY (DEFICIT)

Upon the formation of Resonant LLC, STI contributed assets to Resonant LLC in exchange for 300,000 Class C units, which constituted a 37.5% ownership interest in Resonant LLC. Our three founders simultaneously contributed $200,000 ($66,667 each) to Resonant LLC in exchange for 500,000 Class B units (166,667 units each), or a 62.5% ownership interest in Resonant LLC. In connection with his investment, each founder retained the right, but not the obligation, to require Resonant LLC to repurchase all of the Class B units held by the founder only if: (i) the founder’s service agreement with Resonant LLC was terminated; (ii) Resonant LLC and the other members of

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Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

Resonant LLC declined to exercise their right to purchase the founder’s Class B units following termination of his services agreement; and (iii) the founder desired to work for a third party that, among other activities, engaged in a competing business. Upon exercise by a founder of his put right, Resonant LLC was obligated to purchase the founder’s Class B units at a price equal to the founder’s capital account balance in Resonant LLC. As a result of the allocation of the losses to the Class B unit holders, their capital account balances became zero.

The operating agreement provided that members did not have any voting rights except for those significant business matters expressly listed in the operating agreement, including the operating budget and hiring of key executives. The majority vote of each class of units was required for those matters. In addition, the Class B unit holders designated two managers and the Class C unit holder designated one manager. Although the managers ran the day-to-day business, all key business activities and decisions required the approval of a majority of the Class B unit holders and the Class C unit holder as noted above. Because STI was a member of Resonant LLC, with a 50% control factor, the value of the assets STI contributed to Resonant LLC was recorded at their carryover bases.

Resonant LLC reserved 200,000 Class A units for issuance as equity compensation, but no Class A units were ever issued.

Resonant Inc. was organized on January 14, 2012 by STI but had not conducted any operations through June 17, 2013. The common stock originally issued to STI on formation was surrendered and cancelled in the exchange transaction pursuant to which Resonant LLC became our wholly-owned subsidiary. See Note 4 .

NOTE 8. — COMMITMENT AND CONTINGENCIES

We are currently renting office space from STI at a rental rate of $3,723 per month pursuant to a month-to-month lease.

In October 2013, we signed a lease for new office space for our corporate headquarters, and expect to move into the new location in the first quarter of 2014. The lease has a term of 38 months and a rental cost of approximately $5,412 per month, increasing 3% annually after the first fourteen months. In addition, our share of building operating costs are estimated to be $2,101 per month.

In November 2013, we signed a lease for our satellite development office in Burlingame, CA. The lease has a two-year term, and rental costs of approximately $4,046 per month.

Facility and equipment rent expense, related to continuing operations, for the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2012 was $22,338 and $33,506 (unaudited), respectively.

As of September 30, 2013 (unaudited), future minimum lease payments due in fiscal years under operating leases are as follows:

Years ending December 31,
2013 (three months)	$	2,023
2014	140,154
2015	136,616
2016	94,977
2017	15,885
Total	$	389,655

Legal Proceedings — We are not currently involved in, but may in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of December 31, 2012 and September 30, 2013

F-17

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

(unaudited), there was no litigation or contingency with at least a reasonable possibility of a material loss. No losses have been recorded during the year ended December 31, 2012 and the nine months ended September 30, 2013 (unaudited) with respect to litigation or loss contingencies.

NOTE 9. — FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS

We measure our financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, we are required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The fair value hierarchy is defined as follows:

Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

Our common stock purchase warrants issued in conjunction with debt and consulting services are detachable (or “free standing”) instruments. In addition we have recorded a derivative liability associated with the conversion feature in our Senior Convertible Note. We estimate fair values of these warrants and derivative liabilities utilizing Level 3 inputs for all classes of warrants and derivative liabilities issued. Other than the Financing Warrant and Senior Convertible Note derivative liability, we use the Black-Scholes option valuation technique as it embodies all of the requisite assumptions (including trading volatility, remaining term to maturity, market price, strike price, and risk free rates) necessary to fair value these instruments. To determine the value of the Financing Warrant and Senior Convertible Note derivative liability, we used a Monte Carlo option-pricing model, which takes into consideration the market values of comparable public companies, considering among other factors, the use of multiples of earnings, and adjusted to reflect the restrictions on the ability of our shares to trade in an active market. We determined that as the Financing Warrant and debt conversion can only be exercised upon the probability of satisfying a performance condition such as a Qualifying IPO or Fundamental Transaction, as provided for in the applicable instrument, and thus a closed-form model such as the Black-Scholes model would not be appropriate.

The following assumptions were used in the Monte Carlo option-pricing model to determine the fair value of the Financing Warrant and Senior Convertible Note derivative liability:

	September 30, 2013
	(unaudited)
	Expected Life (Years)	Risk Free Rate		Volatility		Probability of a Capital Raise

Financing Warrant	7	1.57	%	68.6	%	—
Senior Convertible Note Derivative Liability	1.25	0.24	%	85.1	%	75	%

F-18

Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of the remaining warrant liabilities:

		September 30, 2103
		(unaudited)
Assumptions:
Risk-free interest rate		0.8% – 1.57%
Expected dividend yield		0%
Expected volatility		60% – 68.8%
Expected term (in years)		4.2 – 7

We used a fair value per share of our common stock of $3.23 to determine the fair value of derivative and warrant liabilities.

Liabilities measured at fair value on a recurring basis as of September 30, 2013, are as follows:

			Fair Value Measurements Using
	Balance as of September 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(unaudited)
Liabilities:
Senior convertible note derivative	$	1,862,412	$	—	$	—	$	1,862,412
Bridge loan warrants	761,155		$	—	—		761,155
Consulting warrant	715,844		—		—		715,844
Financing warrant	308,181		—		—		308,181
Total	$	3,647,592	$	—	$	—	$	3,647,592

We estimate the fair value of our warrants and Senior Convertible Note derivative at the time of issuance and subsequently re-measure using the Black-Scholes option-pricing model or Monte Carlo option-pricing model as discussed above, at each reporting date, using the following inputs: the risk-free interest rates; the expected dividend rates; the remaining expected life of the warrants; and the expected volatility of the price of the underlying common stock. Under the Monte Carlo option pricing model we estimate the fair value of the Senior Convertible Note derivative liability and Financing Warrant liability at the time of issuance and subsequently re-measurement dates considering the probability of achieving a milestone, the cost of capital, and the estimated time period the right would be outstanding. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as our stock price on the reporting date can have a significant impact on the fair value of the senior convertible note derivative liability and Financing Warrant liability.

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Table of Contents

RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs:

	Warrant Liabilities(1)			Senior Convertible Note Derivative Liability(2)
Balance at December 31, 2012	—			—
Issuance of warrant and derivative liabilities (unaudited)	$	1,806,701		$	2,005,015
Change in fair value (unaudited)	(21,521		)	(142,603		)

Balance at September 30, 2013 (unaudited)	$	1,785,180		$	1,862,412

(1) The change in the fair value of the warrants was recorded as a reduction to other income (expense) in the statement of operations.

(2) The change in the fair value of the senior convertible note derivative liability was recorded as a reduction to other income (expense) in the statement of operations.

NOTE 10. — NINE MONTHS ENDED SEPTEMBER 30, 2013 FINANCIAL STATEMENTS

As a result of the exchange transaction entered into on June 17, 2013 ( see Note 1 and Note 4 ), the Class B units and Class C units issued by Resonant LLC were exchanged for shares of common stock of Resonant Inc., resulting in a change in the form of ownership of our company. The Consolidated Statement of Operations presented in our consolidated financial statements combines the activities of both Resonant LLC and Resonant Inc. for the nine months ended September 30, 2013. Therefore, the schedule below shows the Statement of Operations for the period from January 1, 2013 to June 16, 2013 for Resonant LLC (unaudited) and the period from June 17, 2013 to September 30, 2013 for Resonant Inc. (unaudited) as if the companies had presented their Statement of Operations on a stand-alone basis.

	Resonant LLC January 1, 2013 to June 16, 2013			Resonant Inc. June 17, 2013 to September 30, 2013			Total
REVENUE	$	—		$	—		$	—
OPERATING EXPENSES:
Research and development expenses	195,403			603,266			798,669
General and administrative expenses	135,993			1,005,014			1,141,007
Depreciation and amortization	4,905			2,976			7,881
TOTAL OPERATING EXPENSES	336,301			1,611,256			1,947,557
OPERATING LOSS	(336,301		)	(1,611,256		)	(1,947,557		)
OTHER INCOME (EXPENSE):
Interest income (expense), net	(199,961		)	(727,157		)	(927,118		)
Fair value adjustments to warrant and derivative liabilities	—			164,258			164,258
Bridge warrant expense	(247,669		)	(312,486		)	(560,155		)
Other income (expense)	—			(333		)	(333		)
TOTAL OTHER INCOME (EXPENSE)	(447,630		)	(875,718		)	(1,323,348		)
LOSS BEFORE INCOME TAXES	(783,931		)	(2,486,974		)	(3,270,905		)
Provision for income taxes	(800		)	(1,256		)	(2,056		)
NET LOSS	$	(784,731	)	$	(2,488,230	)	$	(3,272,961	)
NET LOSS PER SHARE	$	—		$	(2.49	)	$	—
Weighted average shares outstanding - basic and diluted	—			999,999			—

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RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

NOTE 11. — INCOME TAXES

On May 29, 2012, we adopted ASC 740. There was no cumulative effect recorded as a charge to retained earnings from the adoption of ASC 740-10 for uncertain tax positions.

The income taxes by jurisdiction consist of the following for the period from May 29, 2012 (inception) to December 31, 2012, the nine months ended September 30, 2013 (unaudited) and the period from May 29, 2012 (inception) to September 30, 2013 (unaudited):

	Period from May 29, 2012 (inception) to December 31, 2012		Nine months ended September 30, 2013		Period from May 29, 2012 (inception) to September 30, 2013
U.S. federal
Current	$	—	$	—	$	—
Deferred	—		—		—
Total U.S. federal	—		—		—
U.S. state and local
Current	800		2,056		2,856
Deferred	—		—		—
Total U.S. state and local	800		2,056		2,856
Total income taxes	$	800	$	2,056	$	2,856

Income taxes differ from the amounts computed by applying the U.S. federal income tax rate to pretax income (loss) before income taxes as a result of the following for the period from May 29, 2012 (inception) to December 31, 2012, the nine months ended September 30, 2013 (unaudited) and the period from May 29, 2012 (inception) to September 30, 2013 (unaudited):

	Period from May 29, 2012 (inception) to December 31, 2012		Nine months ended September 30, 2013			Period from May 29, 2012 (inception) to September 30, 2013
Expected income tax expense	$	—	$	(845,571	)	$	(845,571	)
State income tax (benefit), net of federal benefit	800		1,357			2,157
Valuation Allowance	—		1,003,992			1,003,992
Permanent Differences	—
Meals & Entertainment	—		763			763
Penalties	—		38			38
Change in Fair Market Value - Financing Warrant	—		(7,380		)	(7,380		)
Change in Fair Market Value — Derivatives	—		(48,485		)	(48,485		)
Additional Bridge Warrant Expenses	—		106,245			106,245
Derivative	—		128,983			128,983
Interest Expenses	—		13,830			13,830
Research & Development Credit	—		(11,905		)	(11,905		)
Change of tax status	—		(339,811		)	(339,811		)
Total provision for income taxes	$	800	$	2,056		$	2,856

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RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

Deferred income tax reflects the tax effects of temporary differences that gave rise to significant portions of our deferred tax assets and liabilities and consisted of the following for the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2013 (unaudited):

	Period from May 29, 2012 (inception) to December 31, 2012		Nine months ended September 30, 2013
DEFERRED TAX ASSETS:
Deferred tax assets — current:
Accrued Expenses	$	—	$	35,308
Less: Valuation Allowance	—		(35,308		)
Total current assets	—		—
Deferred tax assets — long term:
Fixed assets	—		42,170
Intangibles	—		27,930
Organization Cost	—		19,898
Startup Expenditures	—		689,780
OID — Consulting Warrant	—		284,893
Research and Development Credit	—		19,857
Net operating loss	—		66,593
Less: Valuation Allowance	—		(1,145,619		)
Total long-term assets	—		5,502
Total deferred tax assets	—		5,502
Deferred tax liabilities — current:	—		—
Total current liabilities	—		—
Deferred tax liabilities — long term:
OID — Financing Warrant	—		(5,502		)
Total long-term liabilities	—		(5,502		)
Total deferred tax liabilities	—		(5,502		)
Net deferred tax assets	$	—	$	—

We recorded a full valuation allowance against our net deferred tax assets September 30, 2013. In determining the need for a valuation allowance, we reviewed all available evidence pursuant to the requirements of FASB ASC 740. Based upon our assessment of all available evidence, we have concluded that it is more likely than not that the net deferred tax assets will not be realized. For the period May 29, 2012 (inception) to December 31, 2012, the nine months ended September 30, 2013 (unaudited) and the period from May 29, 2012 (inception) to September 30, 2013 (unaudited), the valuation allowance increased by $1,180,927.

For operations through June 17, 2013, we were treated as a partnership for federal and state income tax under the entity classification domestic default rules. Our losses passed through to the partners who receive the tax benefit.

As of September 30, 2013, we had federal net operating loss carryforwards of approximately $167,639 (unaudited), and state net operating loss carryforwards of approximately $165,583 (unaudited). The federal net operating loss carryforwards will begin to expire in 2033, and the state net operating loss carryforwards will begin to expire in 2033. Our ability to utilize net operating loss carryforwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future.

We recognize interest and penalties related to income tax matters in income taxes, and there were none during the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2013 (unaudited).

The adoption of ASC 740 guidance required us to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we

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RESONANT INC.
(a Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE
PERIOD FROM MAY 29, 2012 (INCEPTION) TO DECEMBER 31, 2012 AND AS OF AND FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) AND
THE PERIOD FROM MAY 29, 2012 (INCEPTION) TO SEPTEMBER 30, 2013 (UNAUDITED)

believe that our estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. We have no significant uncertain tax positions for the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2013 (unaudited).

Our annual income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of judgment. Our judgments, assumptions and estimates relative to current income taxes take into account current tax laws, their interpretation of current tax laws and possible outcomes of future audits conducted by domestic tax authorities. We operate within federal and state taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues which may require an extended period of time to resolve.

The following table sets forth the changes in the valuation allowance, for all periods presented:

	Valuation Allowance
Balance, December 31, 2012	$	—
Addition (unaudited)	1,180,927
Balance, September 30, 2013 (unaudited)	$	1,180,927

NOTE 12. — RELATED PARTY TRANSACTIONS

We are currently renting office space from STI at a rate of $3,723 per month pursuant to a month-to-month lease. In addition, we received free rent from STI as we used office space owned by STI from July 2012 to June 2013 at a rate of $3,723 per month. We recorded the cost of the free rent as a capital contribution from STI, the holder of Class C units with a corresponding charge to rent expense. The amount of the free rent charged to expense was $22,338 for each of the period from May 29, 2012 (inception) to December 31, 2012 and the nine months ended September 30, 2013 (unaudited). Total rent expense to STI for the nine months ended September 30, 2013 was $33,506 (unaudited). We began paying rent to STI upon completion of our Secured Convertible Note financing.

NOTE 13. — EMPLOYEE BENEFIT PLAN

We have a 401(k) Savings Retirement Plan that covers substantially all full-time employees who meet the plan’s eligibility requirements and provides for an employee elective contribution. We did not make any matching contributions to the plan for the period from May 29, 2012 (inception) to December 31, 2012, the nine months ended September 30, 2013 (unaudited) and the period from May 29, 2012 (inception) to September 30, 2013 (unaudited).

NOTE 14. — SUBSEQUENT EVENTS

Our board of directors approved our 2014 Omnibus Incentive Plan, or 2014 Plan, in January 2014 to be effective upon consummation of our initial public offering. Our board of directors also has approved the grant to certain directors, employees and consultants of restricted stock units for an aggregate of 160,500 shares of our common stock and options to purchase 304,000 shares of our common stock with an exercise price equal to the price at which shares are sold in our initial public offering, with each grant to be made pursuant to the 2014 Plan and effective upon consummation of our initial public offering.

In December 2013, we entered into a construction agreement for our new corporate headquarters ( see Note 8 ). Construction is expected to be completed in February 2014. The total expected cost of the project is approximately $194,000 (unaudited), a portion of which the lessor will reimburse to us in the form of a tenant improvement allowance in the amount of $72,000 (unaudited).

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution

The following table sets forth all expenses to be paid by the Registrant, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.

SEC registration fee	$	*
FINRA filing fee	*
Exchange listing fee	*
Accounting fees and expenses	*
Legal fees and expenses	*
Blue sky fees and expenses (including legal fees)	*
Transfer agent and registrar fees	*
Printing and engraving	*
Miscellaneous	*
Total	$	*

* To be filed by amendment.

ITEM 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

On completion of this offering, as permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation will include provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and amended and restated bylaws of the Registrant will provide that:

· The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

· The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

· The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

· The Registrant will not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.

· The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

· The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

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The Registrant’s policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.

These indemnification provisions and the indemnification agreements entered into between the Registrant and its officers and directors may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended, or the Securities Act.

The underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriter of the Registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.

ITEM 15. Recent Sales of Unregistered Securities.

Resonant Inc.

Since its formation on January 19, 2012, the Registrant has issued the following unregistered securities:

Common Stock Issuances

On January 19, 2012, the Registrant sold 100 shares of its common stock to Superconductor Technologies, Inc. at a purchase price of $1.00 per share, for an aggregate purchase price of $100.00. These shares were transferred to the Registrant and cancelled as part of a June 2013 restructuring. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

On June 17, 2013, the Registrant issued an aggregate of 999,999 shares of its common stock to Terry Lingren, Robert Hammond and Neal Fenzi, which shares were issued in exchange for 500,000 Class B Units of Resonant LLC as part of a restructuring pursuant to which Resonant LLC became a wholly-owned subsidiary of the Registrant. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

Convertible Promissory Note Issuances

On June 17, 2013, the Registrant sold an aggregate of $7.0 million principal amount of 6% senior secured convertible notes due September 2014 to a total of 84 accredited investors at a purchase price of $1.00 for each $1.00 in principal amount of notes, for an aggregate purchase price of $7.0 million. These notes convert into an aggregate of 2,087,590 shares of common stock effective upon the completion of this offering. MDB Capital Group LLC acted as placement agent and received for its services (i) warrants to purchase an aggregate of 208,763 shares of our common stock at an exercise price of $3.35 per share and (ii) $700,000 in cash, representing 10% of the gross proceeds from sales of the notes. We also reimbursed MDB Capital Group LLC for its expenses. This transaction did not involve any public offering.

On June 17, 2013, the Registrant issued a $2.4 million principal amount non-interest bearing subordinated senior secured convertible note due September 2014 to Superconductor Technologies Inc., which note was issued in exchange for 300,000 Class C Units of Resonant LLC as part of a restructuring pursuant to which Resonant LLC became a wholly-owned subsidiary of the Registrant. This note automatically converts into an aggregate of 700,000 shares of common stock effective upon the completion of this offering. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

Warrant Issuances

On June 17, 2013, the Registrant issued warrants to purchase an aggregate of 249,999 shares of its common stock at an exercise price of $0.20 per share to Terry Lingren, Robert Hammond and Neal Fenzi, which warrants were issued in exchange for warrants to purchase an aggregate of 124,998 Class B Units of Resonant LLC as part of a restructuring pursuant to which Resonant LLC became a wholly-owned subsidiary of the Registrant. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

On June 17, 2013, the Registrant issued warrants to purchase an aggregate of 222,222 shares of its common stock at an exercise price of $0.01 per share to MDB Capital Group LLC, which warrants were issued as consideration for consulting services pursuant to a consulting services agreement entered into between MDB Capital

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Group LLC and Resonant LLC in October 2012. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

On June 17, 2013, the Registrant issued warrants to purchase an aggregate of 208,763 shares of its common stock at an exercise price of $3.35 per share to MDB Capital Group LLC, which warrants were issued as consideration for financial advisory services in connection with our June 2013 convertible note financing. This transaction did not involve any public offering.

The Registrant believes the offers, sales and issuances of the above securities by the Registrant were exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act as transactions not involving a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access to information about the Registrant. The sales of these securities were made without any general solicitation or advertising.

Resonant LLC

From its formation on May 29, 2012 until the restructuring on June 17, 2013, pursuant to which it became the Registrant’s wholly-owned subsidiary, Resonant LLC issued the following unregistered securities:

Membership Unit Issuances

In connection with its formation, on May 29, 2012, Resonant LLC sold an aggregate of 500,000 of its Class B Units of membership interest to Terry Lingren, Robert Hammond and Neal Fenzi at a purchase price of $0.40 per unit, for an aggregate purchase price of $200,000. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

In connection with its formation, on May 29, 2012, Resonant LLC issued an aggregate of 300,000 of its Class C Units of membership interest to Superconductor Technologies Inc. as consideration for the contribution by Superconductor Technologies Inc. of intellectual property, software, equipment and other tangible and intangible assets valued. We recorded the assets on our financial statements at Superconductor Technologies Inc.’s net book value in the assets of approximately $216,000. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

Warrant Issuances

On March 19, 2013, Resonant LLC issued warrants to purchase an aggregate of 62,499 of its Class B Units of membership interest at an exercise price of $0.40 per unit to Terry Lingren, Robert Hammond and Neal Fenzi, which warrants were issued for an aggregate purchase price of $500.00 and as partial consideration for loans made by these investors to Resonant LLC in the aggregate principal amount of $100,000. This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering.

The Registrant believes the offers, sales and issuances of the above securities by Resonant LLC were exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act as transactions not involving a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with the Registrant, to information about the Registrant. The sales of these securities were made without any general solicitation or advertising.

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ITEM 16. Exhibits and Financial Statement Schedules

(a) Exhibits . We have filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

(b) Financial Statement Schedules . All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

ITEM 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on January 24, 2014.

	RESONANT INC.

	By:	/s/ Terry Lingren
		Terry Lingren
		Chief Executive Officer and
		Interim Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Terry Lingren and Daniel Christopher, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Terry Lingren	Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors (Principal Executive Officer and Principal Accounting and Financial Officer)	January 24, 2014
Terry Lingren


/s/ Robert Hammond	Chief Technology Officer and Director	January 24, 2014
Robert Hammond


/s/ Rick Kornfeld	Director	January 24, 2014
Rick Kornfeld


/s/ John E. Major	Director	January 24, 2014
John E. Major

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EXHIBIT INDEX

Exhibit No.		Exhibit Description

1.1*		Form of Underwriting Agreement.
3.1		Certificate of Incorporation of the Registrant, as currently in effect.
3.2		Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon completion of the offering.
3.3		Bylaws of the Registrant, as currently in effect.
3.4		Amended and Restated Bylaws of the Registrant, to be in effect upon completion of the offering.
4.1*		Form of the Registrant’s common stock certificate.
5.1*		Opinion of Stubbs Alderton & Markiles, LLP.
10.1**		Form of Indemnification Agreement between the Registrant and each of its directors and officers.
10.2**		Registrant’s 2014 Omnibus Incentive Plan, including form agreements.
10.3**		Offer Letter between the Registrant and Terry Lingren, dated June 17, 2013.
10.4**		Offer Letter between the Registrant and Robert Hammond, dated June 17, 2013.
10.5**		Offer Letter between the Registrant and Neal Fenzi, dated June 17, 2013.
10.6**		Offer Letter between the Registrant and Daniel Christopher, dated December 18, 2013.
10.7**		Outside Director Compensation Policy.
10.8		Exchange Agreement, dated June 17, 2013, by and among the Registrant, Resonant LLC, Terry Lingren, Robert Hammond, Neal Fenzi and Superconductor Technologies Inc.
10.9		Subordinated Senior Secured Convertible Note, dated June 17, 2013, in the principal amount of $2.4 million, issued by the Registrant in favor of Superconductor Technologies Inc.
10.10		Security Agreement, dated June 17, 2013, between Registrant and Superconductor Technologies Inc.
10.11		Secured Subsidiary Guaranty, dated June 17, 2013, between Resonant LLC and Superconductor Technologies Inc.
10.12		Security Agreement, dated June 17, 2013, between Resonant LLC and Superconductor Technologies Inc.
10.13		Stockholders Agreement, dated June 17, 2013, by and among the Registrant, Terry Lingren, Robert Hammond, Neal Fenzi, Superconductor Technologies Inc. and MDB Capital Group LLC.
10.14		Securities Purchase Agreement, dated June 17, 2013, by and among the Registrant and the investors listed on the Schedule of Buyers attached thereto.
10.15		Amendment to Securities Purchase Agreement, dated September 14, 2013, by and among the Registrant and the Required Holders party thereto.
10.16		Amendment No. 2 to Securities Purchase Agreement, dated December 9, 2013, by and among the Registrant and the Required Holders party thereto.
10.17		Form of Senior Secured Convertible Note, dated June 17, 2013, issued by the Registrant in favor of convertible note investors.
10.18		Amendment to Securities Purchase Agreement and Senior Secured Convertible Notes, dated January 17, 2014, by and among the Registrant and the Required Holders party thereto.
10.19		Security Agreement, dated June 17, 2013, among the Registrant and the secured parties listed on the signature pages thereto.
10.20		Secured Subsidiary Guaranty, dated June 17, 2013, between Resonant LLC and Daniel Landry in his capacity as collateral agent for the Secured Parties.
10.21		Security Agreement, dated June 17, 2013, between Resonant LLC and Daniel Landry in his capacity as collateral agent for the Secured Parties.
10.22		Subordination Agreement, dated June 17, 2013, among the investors listed on the signature pages thereto and Superconductor Technologies Inc.

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Exhibit No.		Exhibit Description

10.23		Registration Rights Agreement for Investors, dated June 17, 2013, by and among the Registrant and the persons listed on Schedule A thereto.
10.24		Registration Rights Agreement for Warrants, dated June 17, 2013, by and among the Registrant and MDB Capital Group LLC.
10.25		Amended and Restated Warrant to Purchase Common Stock, dated November 15, 2013, issued by the Registrant in favor of MDB Capital Group LLC for 222,222 shares of common stock.
10.26		Amended and Restated Warrant to Purchase Common Stock, dated November 15, 2013, issued by the Registrant in favor of MDB Capital Group LLC for a to-be-determined number of shares of common stock.
10.27		Warrant to Purchase Common Stock (No. A-1), dated June 17, 2013, issued by the Registrant in favor of Terry Lingren for 41,666 shares of common stock.
10.28		Warrant to Purchase Common Stock (No. A-2), dated June 17, 2013, issued by the Registrant in favor of Robert Hammond for 41,666 shares of common stock.
10.29		Warrant to Purchase Common Stock (No. A-3), dated June 17, 2013, issued by the Registrant in favor of Neal Fenzi for 41,666 shares of common stock.
10.30		Warrant to Purchase Common Stock (No. A-4), dated June 17, 2013, issued by the Registrant in favor of Terry Lingren for 41,667 shares of common stock.
10.31		Warrant to Purchase Common Stock (No. A-5), dated June 17, 2013, issued by the Registrant in favor of Robert Hammond for 41,667 shares of common stock.
10.32		Warrant to Purchase Common Stock (No. A-6), dated June 17, 2013, issued by the Registrant in favor of Neal Fenzi for 41,667 shares of common stock.
10.33		Multi-Tenant Industrial Lease, dated August 9, 2013, between the Registrant and Nassau Land Company, L.P.
10.34		Standard Multi-Tenant Office Lease — Gross, dated November 14, 2013, between the Registrant and SeaBreeze I Venture - TIC.
10.35†		Amended and Restated Development Agreement, dated as of May 8, 2013, between Skyworks Solutions, Inc. and Resonant LLC.
21.1		List of subsidiaries of the Registrant.
23.1*		Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1)
23.2		Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP.
24.1		Power of Attorney (included on signature page)

* To be filed by amendment.

** Indicates management contract or compensatory plan.

† Certain portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for an order granting confidential treatment pursuant to Rule 406 of the General Rules and Regulations under the Securities Act of 1933.

EX-2

Exhibit 3.1

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:33 PM 01/19/2012
FILED 05:26 PM 01/19/2012
SRV 120066113 - 5097832 FILE

Certificate of Incorporation
of

RESONANT INC.

FIRST : The name of the corporation is Resonant Inc.

SECOND : The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of the corporation’s registered agent at such address is Corporation Service Company.

THIRD : The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH : The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of common stock, having a par value of $0.001 per share.

FIFTH : The board of directors shall have the power to adopt, amend or repeal the bylaws of the corporation.

SIXTH : A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal of or amendment to this Article SIXTH shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or amendment.

SEVENTH : The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders are granted subject to this reservation.

EIGHTH : The name and mailing address of the incorporator are as follows:

Ben D. Orlanski
Manatt, Phelps & Phillips, LLP
10355 West Olympic Boulevard
Los Angeles, California 90064

IN WITNESS WHEREOF, the undersigned, being the incorporator named above has executed, signed and acknowledged this certificate of incorporation this 19th day of January 2012.

	/s/ Ben D. Orlanski
	Ben D. Orlanski, Incorporator

		*State of Delaware*
		*Secretary of State*
		*Division of Corporations*
		*Delivered 08:42 PM 06/13/2013*
		*FILED 08:31 PM 06/13/2013*
		*SRV 130775077 - 5097832 FILE*

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

RESONANT INC.

Resonant Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that an amendment to the Certificate of Incorporation of the Corporation deleting Article FOURTH thereof and substituting for said Article FOURTH the new Article FOURTH set forth below was duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

“ FOURTH : The total number of shares of stock that the Corporation shall have authority to issue is 10,000,000 shares of common stock, having a par value of $0.001 per share.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Terry Lingren, its Chief Executive Officer, this 13 th day of June, 2013.

	RESONANT INC.

	By:	/s/ Terry Lingren
		Terry Lingren
		Chief Executive Officer

Exhibit 3.2

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION

RESONANT INC.

a Delaware Corporation

Resonant Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies as follows:

A. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 19, 2012.

B. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”), and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.

C. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

The name of the Corporation is Resonant Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

ARTICLE IV

Section 4.1 Authorized Capital Stock . The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 50,000,000 shares, consisting of 47,000,000 shares of Common Stock, par value $0.001 per share (the “ Common Stock ”), and 3,000,000 shares of Preferred Stock, par value $0.001 per share (the “ Preferred Stock ”).

Section 4.2 Increase or Decrease in Authorized Capital Stock . The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not

below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 4.4 of this Article IV.

Section 4.3 Common Stock .

(a) The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of shares of Common Stock are entitled to vote. Except as otherwise required by law or this certificate of incorporation (this “ Certificate of Incorporation ” which term, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock), and subject to the rights of the holders of Preferred Stock, at any annual or special meeting of the stockholders the holders of shares of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences, or relative participating, optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereon, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one more other such series, to vote thereon pursuant to this Certificate of Incorporation (including, without limitation, by any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

(b) Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board of Directors from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

Section 4.4 Preferred Stock .

(a) The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of

Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designations filed pursuant to the DGCL the powers, designations, preferences and relative, participation, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

(b) The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

Section 5.1 General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.2 Number of Directors; Election; Term .

(a) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed solely by resolution of the Board of Directors.

(b) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Section 5.3 Vacancies and Newly Created Directorships . Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, and except as otherwise provided in the DGCL, vacancies occurring on the Board of Directors for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly created directorship shall hold office until the next election of directors and until his or her successor shall be duly elected and qualified.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE VII

Section 7.1 No Action by Written Consent of Stockholders . Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.

Section 7.2 Special Meetings . Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the Corporation may be called only by the Board of Directors, the chairperson of the Board of Directors, the chief executive officer or the president (in the absence of a chief executive officer), and the ability of the stockholders to call a special meeting is hereby specifically denied. The Board of Directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

Section 7.3 Advance Notice . Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VIII

Section 8.1 Limitation of Personal Liability . To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Section 8.2 Indemnification .

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement

actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Any repeal or amendment of this Article VIII by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Article VIII will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

ARTICLE IX

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any rights, preferences or other designations of Preferred Stock), in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. Notwithstanding any other provision of this Certificate of Incorporation, and in addition to any other vote that may be required by law or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least 66 2/3% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Article VI, Article VII or this Article IX (including, without limitation, any such Article as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Article).

IN WITNESS WHEREOF, Resonant Inc. has caused this Restated Certificate of Incorporation to be signed by the Chief Executive Officer of the Corporation on this day of , 2014.

	By:
		Terry Lingren
		Chief Executive Officer

Exhibit 3.3

BYLAWS

RESONANT INC.

TABLE OF CONTENTS

			Page


ARTICLE I.	OFFICES		1

Section 1.		Registered Office	1

Section 2.		Other Offices	1

ARTICLE II.	MEETINGS OF STOCKHOLDERS		1

Section 1.		Place of Meetings	1

Section 2.		Annual Meetings	1

Section 3.		Special Meetings	1

Section 4.		Notice of Meetings	1

Section 5.		Quorum; Adjournment	2

Section 6.		Proxies and Voting	2

Section 7.		Stock List	2

Section 8.		Actions by Stockholders	3

ARTICLE III.	BOARD OF DIRECTORS		3

Section 1.		Duties and Powers	3

Section 2.		Number and Term of Office	3

Section 3.		Vacancies	3

Section 4.		Meetings	3

Section 5.		Quorum	3

Section 6.		Actions of Board Without a Meeting	4

Section 7.		Meetings by Means of Conference Telephone	4

Section 8.		Committees	4

Section 9.		Compensation	4

Section 10.		Removal	5

ARTICLE IV.	OFFICERS		5

Section 1.		General	5

Section 2.		Election; Term of Office	5

Section 3.		Chairman of the Board	5

Section 4.		President	5

Section 5.		Vice President	5

Section 6.		Secretary	6

Section 7.		Assistant Secretaries	6

TABLE OF CONTENTS

				Page


Section 8.			Treasurer	6

Section 9.			Assistant Treasurers	6

Section 10.			Other Officers	6

ARTICLE V.	STOCK			6

Section 1.			Form of Certificates	7

Section 2.			Signatures	7

Section 3.			Lost Certificates	7

Section 4.			Transfers	7

Section 5.			Record Date	7

Section 6.			Beneficial Owners	7

Section 7.			Voting Securities Owned by the Corporation	8

ARTICLE VI.	NOTICES			8

Section 1.			Notices	8

Section 2.			Waiver of Notice	8

ARTICLE VII.	GENERAL PROVISIONS			8

Section 1.			Dividends	8

Section 2.			Disbursements	9

Section 3.			Corporate Seal	9

ARTICLE VIII.	DIRECTORS’ LIABILITY AND INDEMNIFICATION			9

Section 1.		Directors’ Liability		9

Section 2.			Right to Indemnification	9

Section 3.			Right of Claimant to Bring Suit	9

Section 4.			Non-Exclusivity of Rights	10

Section 5.			Insurance and Trust Fund	10

Section 6.			Indemnification of Employees and Agents of the Corporation	10

Section 7.			Amendment	10

ARTICLE IX.	AMENDMENTS			11

BYLAWS

RESONANT INC.

ARTICLE I.

OFFICES

Section 1. Registered Office . The registered office of the Resonant Inc. (the “ Corporation ”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. The board of directors may, in its sole discretion, determine that the meeting may be held solely by means of remote communication as authorized by and pursuant to Delaware General Corporation Law.

Section 2. Annual Meetings . The annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which meetings the stockholders shall (i) elect a board of directors by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, and (ii) transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings . Special meetings of the stockholders may be called by the board of directors, the chairman of the board, the president, or by the holders of shares entitled to cast not less than ten (10) percent of the votes at the meeting. Upon request in writing to the chairman of the board, the president, any vice president or the secretary by any person (other than the board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 4. Notice of Meetings . Written notice of the place, date, and hour of all stockholder meetings, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the Delaware General Corporation Law or the certificate of incorporation. Without limiting the manner by which notice otherwise may be given effectively, any notice shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given, unless revoked in accordance with Delaware General Corporation Law

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Section 5. Quorum; Adjournment . At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the certificate of incorporation. If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time without notice other than announcement at the meeting, until a quorum shall be present or represented.

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Proxies and Voting . At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the certificate of incorporation.

All elections of directors shall be by written ballot unless otherwise provided in the certificate of incorporation. Such requirement of a written ballot shall be satisfied by a ballot submitted by electronic submission, provided that any such electronic submission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. Voting, other than the election of directors but excepting where otherwise provided herein or required by law or the certificate of incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election, and except as otherwise required by law or the certificate of incorporation, all other matters shall be determined by a majority of the shares entitled to vote .

Section 7. Stock List . A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall

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presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 8. Actions by Stockholders . Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. Duties and Powers . The business of the Corporation shall be managed by or under the direction of the board of directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

Section 2. Number and Term of Office . The board of directors shall consist of one (1) or more members. The number of directors shall be fixed and may be changed from time to time by resolution duly adopted by the board of directors or the stockholders, except as otherwise provided by law or the certificate of incorporation. Except as provided in Section 3 of this Article, directors shall be elected by the holders of record of a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at annual meetings of stockholders, and each director so elected shall hold office until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 3. Vacancies . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director or by the stockholders entitled to vote at any annual or special meeting held in accordance with Article II, and the directors so chosen shall hold office until the next annual or special meeting duly called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 4. Meetings . The board of directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected board of directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to be given the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the board of directors may be held without notice at such time and at such place as may from time to time be determined by the board of directors. Special meetings of the board of directors may be called by the chairman of the board, the president or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as

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the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these bylaws.

Section 5. Quorum . Except as may be otherwise specifically provided by law, the certificate of incorporation or these bylaws, at all meetings of the board of directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board Without a Meeting . Unless otherwise provided by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board of directors or committee.

Section 7. Meetings by Means of Conference Telephone . Unless otherwise provided by the certificate of incorporation or these bylaws, members of the board of directors of the Corporation, or any committee designated by the board of directors, may participate in a meeting of the board of directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8. Committees . The board of directors may, by resolution passed by a majority of the directors then in office, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The board of directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the board of directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation. Each committee shall keep regular minutes and report to the board of directors when required.

Section 9. Compensation . Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude

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any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 10. Removal . Unless otherwise restricted by the certificate of incorporation or bylaws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV.

OFFICERS

Section 1. General . The officers of the Corporation shall be appointed by the board of directors and shall consist of a chairman of the board or a president, or both, a secretary and a treasurer (or a position with the duties and responsibilities of a treasurer). The board of directors may also appoint one (1) or more vice presidents, assistant secretaries or assistant treasurers, and such other officers as the board of directors, in its discretion, shall deem necessary or appropriate from time to time. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

Section 2. Election; Term of Office . The board of directors at its first meeting held after each annual meeting of stockholders shall elect a chairman of the board or a president, or both, a secretary and a treasurer (or a position with the duties and responsibilities of a treasurer), and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors together with the powers and duties customarily exercised by such officer; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The board of directors may at any time, with or without cause, by the affirmative vote of a majority of directors then in office, remove any officer.

Section 3. Chairman of the Board . The chairman of the board, if there shall be such an officer, shall be the chief executive officer of the Corporation. The chairman of the board shall preside at all meetings of the stockholders and the board of directors and shall have such other duties and powers as may be prescribed by the board of directors from time to time.

Section 4. President . The president shall be the chief operating officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall have and exercise such further powers and duties as may be specifically delegated to or vested in the president from time to time by these bylaws or the board of directors. In the absence of the chairman of the board or in the event of his inability or refusal to act, or if the board has not designated a chairman, the president shall perform the duties of the chairman of the board, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the chairman of the board.

Section 5. Vice President . In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors or the president may from time to time prescribe.

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Section 6. Secretary . The secretary shall attend all meetings of the board of directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the secretary shall also perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president. If the secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and if there be no assistant secretary, then either the board of directors or the president may choose another officer to cause such notice to be given. The secretary shall have custody of the seal of the Corporation and the secretary or any assistant secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the secretary or by the signature of any such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 7. Assistant Secretaries . Except as may be otherwise provided in these bylaws, assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the board of directors, the president, or the secretary, and shall have the authority to perform all functions of the secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the secretary.

Section 8. Treasurer . The treasurer shall be the chief financial officer, shall have the custody of the corporate funds and securities, shall keep complete and accurate accounts of all receipts and disbursements of the Corporation, and shall deposit all monies and other valuable effects of the Corporation in its name and to its credit in such banks and other depositories as may be designated from time to time by the board of directors. The treasurer shall disburse the funds of the Corporation, taking proper vouchers and receipts for such disbursements, and shall render to the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the Corporation. The treasurer shall, when and if required by the board of directors, give and file with the Corporation a bond, in such form and amount and with such surety or sureties as shall be satisfactory to the board of directors, for the faithful performance of his or her duties as treasurer. The treasurer shall have such other powers and perform such other duties as the board of directors or the president shall from time to time prescribe.

Section 9. Assistant Treasurers . Except as may be otherwise provided in these bylaws, assistant treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the board of directors, the president, or the treasurer, and shall have the authority to perform all functions of the treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the treasurer.

Section 10. Other Officers . Such other officers as the board of directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the board of directors. The board of directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V.

STOCK

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Section 1. Form of Certificates . The shares of the corporation shall be represented by certificates when any of such shares are fully paid, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificated until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the board of directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate or certificates for shares signed in the name of the corporation by the chairman of the board or the vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or an assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be by facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

Section 2. Signatures . Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates . The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the board of directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers . Stock of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends,

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and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 7. Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the chairman of the board, the president, any vice president or the secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The board of directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE VI.

NOTICES

Section 1. Notices . Whenever written notice is required by law, the certificate of incorporation or these bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex, facsimile or cable or other electronic means and such notice shall be deemed to be given at the time of receipt thereof if given personally or at the time of transmission thereof if given by telegram, telex, facsimile or cable or other electronic means.

Section 2. Waiver of Notice . Whenever any notice is required by law, the certificate of incorporation or these bylaws to be given to any director, member or a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting or by any Committee of the board of directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of the capital stock or in any combination thereof. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the board of directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the board of directors may modify or abolish any such reserve.

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Section 2. Disbursements . All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the board of directors may from time to time designate.

Section 3. Corporate Seal . The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII.

DIRECTORS’ LIABILITY AND INDEMNIFICATION

Section 1. Directors’ Liability . A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

This Section 1 is also contained in Article SIXTH of the Corporation’s certificate of incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time such certificate article is altered, amended or repealed.

Section 2. Right to Indemnification . Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving (during his or her tenure as director and/or officer) at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is an alleged action or inaction in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law (or other applicable law), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with such Proceeding. Such director or officer shall have the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law (or other applicable law) requires, the payment of such expenses in advance of the final disposition of any such Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it should be determined ultimately that he or she is not entitled to be indemnified under this Article or otherwise.

Section 3. Right of Claimant to Bring Suit . If a claim under Section 2 of this Article is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to

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recover the unpaid amount of the claim, together with interest thereon, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (or of its full board of directors, its directors who are not parties to the Proceeding with respect to which indemnification is claimed, its stockholders, or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law (or other applicable law), nor an actual determination by any such person or persons that such claimant has not met such applicable standard of conduct, shall be a defense to such action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4. Non-Exclusivity of Rights . The rights conferred by this Article shall not be exclusive of any other right which any director, officer, representative, employee or other agent may have or hereafter acquire under the Delaware General Corporation Law or any other statute, or any provision contained in the Corporation’s certificate of incorporation or bylaws, or any agreement, or pursuant to a vote of stockholders or disinterested directors, or otherwise.

Section 5. Insurance and Trust Fund . In furtherance and not in limitation of the powers conferred by statute:

(1) the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and

(2) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the fullest extent permitted by law and including as part thereof provisions with respect to any or all of the foregoing, to ensure the payment of such amount as may become necessary to effect indemnification as provided therein, or elsewhere.

Section 6. Indemnification of Employees and Agents of the Corporation . The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, including the right to be paid by the Corporation the expenses incurred in defending any Proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII or otherwise with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 7. Amendment . Any repeal or modification of this Article VIII shall not change the rights of an officer or director to indemnification with respect to any action or omission occurring prior to such repeal or modification.

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ARTICLE IX.

AMENDMENTS

Except as otherwise specifically stated within an article to be altered, amended or repealed, these bylaws may be altered, amended or repealed and new bylaws may be adopted at any meeting of the board of directors or of the stockholders.

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Exhibit 3.4

AMENDED AND RESTATED BYLAWS

RESONANT INC.

(initially adopted on January 19, 2012)

(as amended and restated on January 20, 2014 and effective as of the
closing of the corporation’s initial public offering)

TABLE OF CONTENTS

ARTICLE I — CORPORATE OFFICES		1

SECTION 1.1	REGISTERED OFFICE	1
SECTION 1.2	OTHER OFFICES	1

ARTICLE II — MEETINGS OF STOCKHOLDERS		1

SECTION 2.1	PLACE OF MEETINGS	1
SECTION 2.2	ANNUAL MEETING	1
SECTION 2.3	SPECIAL MEETING	1
SECTION 2.4	ADVANCE NOTICE PROCEDURES	2
SECTION 2.5	NOTICE OF STOCKHOLDERS’ MEETINGS	6
SECTION 2.6	QUORUM	6
SECTION 2.7	ADJOURNED MEETING; NOTICE	7
SECTION 2.8	CONDUCT OF BUSINESS	7
SECTION 2.9	VOTING	7
SECTION 2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	8
SECTION 2.11	RECORD DATES	8
SECTION 2.12	PROXIES	9
SECTION 2.13	LIST OF STOCKHOLDERS ENTITLED TO VOTE	9
SECTION 2.14	INSPECTORS OF ELECTION	10

ARTICLE III — DIRECTORS		10

SECTION 3.1	POWERS	10
SECTION 3.2	NUMBER OF DIRECTORS	10
SECTION 3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS	11
SECTION 3.4	RESIGNATION AND VACANCIES	11
SECTION 3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	12
SECTION 3.6	REGULAR MEETINGS	12
SECTION 3.7	SPECIAL MEETINGS; NOTICE	12
SECTION 3.8	QUORUM; VOTING	13
SECTION 3.9	BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING	13
SECTION 3.10	FEES AND COMPENSATION OF DIRECTORS	13
SECTION 3.11	REMOVAL OF DIRECTORS	13

ARTICLE IV — COMMITTEES		14

SECTION 4.1	COMMITTEES OF DIRECTORS	14
SECTION 4.2	COMMITTEE MINUTES	14
SECTION 4.3	MEETINGS AND ACTION OF COMMITTEES	14
SECTION 4.4	SUBCOMMITTEES	15

ARTICLE V — OFFICERS		15

SECTION 5.1	OFFICERS	15
SECTION 5.2	APPOINTMENT OF OFFICERS	15
SECTION 5.3	SUBORDINATE OFFICERS	15
SECTION 5.4	REMOVAL AND RESIGNATION OF OFFICERS	15
SECTION 5.5	VACANCIES IN OFFICES	16
SECTION 5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	16
SECTION 5.7	AUTHORITY AND DUTIES OF OFFICERS	16
SECTION 5.8	THE CHAIRPERSON OF THE BOARD	16

(i)

TABLE OF CONTENTS
(Continued)

SECTION 5.9	THE VICE CHAIRPERSON OF THE BOARD	16
SECTION 5.10	THE CHIEF EXECUTIVE OFFICER	17
SECTION 5.11	THE PRESIDENT	17
SECTION 5.12	THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS	17
SECTION 5.13	THE SECRETARY AND ASSISTANT SECRETARIES	17
SECTION 5.14	THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURERS	18

ARTICLE VI — STOCK		18

SECTION 6.1	STOCK CERTIFICATES; PARTLY PAID SHARES	18
SECTION 6.2	SPECIAL DESIGNATION ON CERTIFICATES	18
SECTION 6.3	LOST, STOLEN OR DESTROYED CERTIFICATES	19
SECTION 6.4	DIVIDENDS	19
SECTION 6.5	TRANSFER OF STOCK	19
SECTION 6.6	STOCK TRANSFER AGREEMENTS	20
SECTION 6.7	REGISTERED STOCKHOLDERS	20

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER		20

SECTION 7.1	NOTICE OF STOCKHOLDERS’ MEETINGS	20
SECTION 7.2	NOTICE BY ELECTRONIC TRANSMISSION	20
SECTION 7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS	21
SECTION 7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL	21
SECTION 7.5	WAIVER OF NOTICE	21

ARTICLE VIII — INDEMNIFICATION		22

SECTION 8.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS	22
SECTION 8.2	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION	22
SECTION 8.3	SUCCESSFUL DEFENSE	23
SECTION 8.4	INDEMNIFICATION OF OTHERS	23
SECTION 8.5	ADVANCED PAYMENT OF EXPENSES	23
SECTION 8.6	LIMITATION ON INDEMNIFICATION	23
SECTION 8.7	DETERMINATION; CLAIM	24
SECTION 8.8	NON-EXCLUSIVITY OF RIGHTS	25
SECTION 8.9	INSURANCE	25
SECTION 8.10	SURVIVAL	25
SECTION 8.11	EFFECT OF REPEAL OR MODIFICATION	25
SECTION 8.12	CERTAIN DEFINITIONS	25

ARTICLE IX — GENERAL MATTERS		26

SECTION 9.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	26
SECTION 9.2	FISCAL YEAR	26
SECTION 9.3	SEAL	26
SECTION 9.4	CONSTRUCTION; DEFINITIONS	26

ARTICLE X — AMENDMENTS		26

ARTICLE XI — FORUM FOR ADJUDICATION OF DISPUTES		27

(ii)

AMENDED AND RESTATED BYLAWS
OF
RESONANT INC.

ARTICLE I — CORPORATE OFFICES

Section 1.1 REGISTERED OFFICE

The registered office of Resonant Inc. shall be fixed in the corporation’s certificate of incorporation. References in these bylaws to the certificate of incorporation shall mean the certificate of incorporation of the corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock.

Section 1.2 OTHER OFFICES

The corporation’s board of directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II — MEETINGS OF STOCKHOLDERS

Section 2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

Section 2.2 ANNUAL MEETING

The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business may be transacted.

Section 2.3 SPECIAL MEETING

(a) A special meeting of the stockholders, other than those required by statute, may be called at any time only by (A) the board of directors, (B) the chairperson of the board of directors, (C) the chief executive officer or (D) the president (in the absence of a chief executive officer). A special meeting of the stockholders may not be called by any other person or persons.

The board of directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

(b) The notice of a special meeting shall include the purpose for which the meeting is called. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the board of directors, the chairperson of the board of directors, the chief executive officer or the president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(b) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

Section 2.4 ADVANCE NOTICE PROCEDURES

(a) Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(a) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(a). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. Except for proposals properly made in accordance with Rule 14a-8 under the Securities and Exchange Act of 1934, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations), and included in the notice of meeting given by or at the direction of the board of directors, for the avoidance of doubt, clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(i) To comply with clause (C) of Section 2.4(a) above, a stockholder’s notice must set forth all information required under this Section 2.4(a) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided , however , that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(a)(i). “ Public Announcement ” shall mean disclosure in a press release reported by the Dow

Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “ 1934 Act ”).

(ii) To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “ Business Solicitation Statement ”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten days following the record date for notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date for notice of the meeting. For purposes of this Section 2.4, a “ Stockholder Associated Person ” of any stockholder shall mean (x) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (y) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (z) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (x) and (y).

(iii) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(a) and, if applicable, Section 2.4(b). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(a),

and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(b) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(b) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election or re-election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(b) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(b). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

(i) To comply with clause (B) of Section 2.4(b) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(b) and must be received by the secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 2.4(a)(i) above.

(ii) To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1) as to each person (a “ nominee ”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election or re-election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected or re-elected, as the case may be); and

(2) as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(a)(ii) above, and the supplement referenced in the second sentence of Section 2.4(a)(ii) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect or re-elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “ Nominee Solicitation Statement ”).

(iii) At the request of the board of directors, any person nominated by a stockholder for election or re-election as a director must furnish to the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director or audit committee financial expert of the corporation under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the corporation and (3) that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(b).

(iv) Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(b). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(i) For a special meeting of stockholders at which directors are to be elected or re-elected, nominations of persons for election or re-election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(c) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the corporation that includes the information set forth in Section 2.4(b)(ii) and Section 2.4(b)(iii) above. To be timely, such notice must be received by the secretary at the

principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected or re-elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(c). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(ii) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the special meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(d) Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect any rights of:

(i) a stockholder to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act; or

(ii) the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

Section 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

Section 2.6 QUORUM

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all

meetings of the stockholders. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by law, the certificate of incorporation or these bylaws.

If a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

Section 2.7 ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.8 CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of such designation, the chairperson of the board, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

Section 2.9 VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder.

Except as otherwise required by law, the certificate of incorporation or these bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Except as otherwise required by law, the certificate of incorporation or these bylaws, directors shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, except as otherwise provided by law, the certificate of incorporation or these bylaws.

Section 2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Subject to the rights of the holders of the shares of any series of Preferred Stock or any other class of stock or series thereof that have been expressly granted the right to take action by written consent, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of stockholders of the corporation and may not be effected by any consent in writing by such stockholders.

Section 2.11 RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of

stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 2.12 PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person.

Section 2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date. The stockholder list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal place of business. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such

list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 2.14 INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed and designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspector or inspectors’ count of all votes and ballots, (vi) determine when the polls shall close; (vii) determine the result; and (viii) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspector or inspectors may consider such information as is permitted by applicable law. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III — DIRECTORS

Section 3.1 POWERS

The business and affairs of the corporation shall be managed by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

Section 3.2 NUMBER OF DIRECTORS

The board of directors shall consist of one or more members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time solely by resolution of the board of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

Section 3.4 RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation; provided, however , that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the director. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

Section 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.6 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

Section 3.7 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairperson of the board of directors, the chief executive officer, the president, the secretary or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special meetings shall be:

(a) delivered personally by hand, by courier or by telephone;

(b) sent by United States first-class mail, postage prepaid;

(d) sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

Section 3.8 QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

Section 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

Section 3.11 REMOVAL OF DIRECTORS

Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors and subject to any limitation imposed by law, any individual director or directors may be removed with or without cause by the affirmative vote of the holders of a majority in voting power of the stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV — COMMITTEES

Section 4.1 COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

Section 4.2 COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 4.3 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(a) Section 3.5 (place of meetings and meetings by telephone);

(b) Section 3.6 (regular meetings);

(d) Section 3.8 (quorum; voting);

(e) Section 3.9 (action without a meeting); and

(f) Section 7.5 (waiver of notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members. However : (i) the time of regular meetings of committees may be determined by resolution of the committee; (ii) special meetings of committees may also be called by resolution of the committee; and (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to

attend all meetings of the committee. The board of directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

Section 4.4 SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V — OFFICERS

Section 5.1 OFFICERS

The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the board of directors, a chairperson of the board of directors, a vice chairperson of the board of directors, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

Section 5.2 APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Section 5.2 for the regular election to such office.

Section 5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

Section 5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the board

of directors at any regular or special meeting of the board of directors or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written or electronic notice to the corporation; provided, however , that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 5.5 VACANCIES IN OFFICES

Any vacancy occurring in any office of the corporation shall be filled by the board of directors or as provided in Section 5.3.

Section 5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairperson of the board of directors, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the board of directors or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

Section 5.7 AUTHORITY AND DUTIES OF OFFICERS

All officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the board of directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the board of directors.

Section 5.8 THE CHAIRPERSON OF THE BOARD

The chairperson of the board shall have the powers and duties customarily and usually associated with the office of the chairperson of the board. The chairperson of the board shall preside at meetings of the stockholders and of the board of directors.

Section 5.9 THE VICE CHAIRPERSON OF THE BOARD

The vice chairperson of the board shall have the powers and duties customarily and usually associated with the office of the vice chairperson of the board. In the case of absence or disability of the chairperson of the board, the vice chairperson of the board shall perform the duties and exercise the powers of the chairperson of the board.

Section 5.10 THE CHIEF EXECUTIVE OFFICER

The chief executive officer shall have, subject to the supervision, direction and control of the board of directors, ultimate authority for decisions relating to the supervision, direction and management of the affairs and the business of the corporation customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the corporation. If at any time the office of the chairperson and vice chairperson of the board shall not be filled, or in the event of the temporary absence or disability of the chairperson of the board and the vice chairperson of the board, the chief executive officer shall perform the duties and exercise the powers of the chairperson of the board unless otherwise determined by the board of directors.

Section 5.11 THE PRESIDENT

The president shall have, subject to the supervision, direction and control of the board of directors, the general powers and duties of supervision, direction and management of the affairs and business of the corporation customarily and usually associated with the position of president. The president shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board or the chief executive officer. In the event of the absence or disability of the chief executive officer, the president shall perform the duties and exercise the powers of the chief executive officer unless otherwise determined by the board of directors.

Section 5.12 THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS

Each vice president and assistant vice president shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer or the president.

Section 5.13 THE SECRETARY AND ASSISTANT SECRETARIES

(a) The secretary shall attend meetings of the board of directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The secretary shall have all such further powers and duties as are customarily and usually associated with the position of secretary or as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer or the president.

(b) Each assistant secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer, the president or the secretary. In the event of the absence, inability or refusal to act of the secretary, the assistant secretary (or if there shall be more than one, the assistant secretaries in the order determined by the board of directors) shall perform the duties and exercise the powers of the secretary.

Section 5.14 THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURERS

(a) The chief financial officer shall be the treasurer of the corporation. The chief financial officer shall have custody of the corporation’s funds and securities, shall be responsible for maintaining the corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. The chief financial officer shall also maintain adequate records of all assets, liabilities and transactions of the corporation and shall assure that adequate audits thereof are currently and regularly made. The chief financial officer shall have all such further powers and duties as are customarily and usually associated with the position of chief financial officer, or as may from time to time be assigned to him or her by the board of directors, the chairperson, the chief executive officer or the president.

(b) Each assistant treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chief executive officer, the president or the chief financial officer. In the event of the absence, inability or refusal to act of the chief financial officer, the assistant treasurer (or if there shall be more than one, the assistant treasurers in the order determined by the board of directors) shall perform the duties and exercise the powers of the chief financial officer.

ARTICLE VI — STOCK

Section 6.1 STOCK CERTIFICATES

The shares of the corporation shall be represented by certificates, provided that the board of directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson of the board of directors or vice-chairperson of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The corporation shall not have power to issue a certificate in bearer form.

Section 6.2 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full

or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however , that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this Section 6.2 or Sections 156, 202(a) or 218(a) of the DGCL or with respect to this Section 6.2 a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 6.3 LOST, STOLEN OR DESTROYED CERTIFICATES

Except as provided in this Section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 6.4 DIVIDENDS

The board of directors, subject to any restrictions contained in the certificate of incorporation or applicable law, may declare and pay dividends upon the shares of the corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock, subject to the provisions of the certificate of incorporation.

The board of directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

Section 6.5 TRANSFER OF STOCK

Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and, if such stock is certificated, upon the surrender of a certificate or certificates for a like number of shares, properly endorsed or accompanied by proper evidence of succession, assignation or authority to

transfer; provided, however, that such succession, assignment or authority to transfer is not prohibited by the certificate of incorporation, these bylaws, applicable law or contract.

Section 6.6 STOCK TRANSFER AGREEMENTS

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

Section 6.7 REGISTERED STOCKHOLDERS

The corporation:

(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(b) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(c) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER

Section 7.1 NOTICE OF STOCKHOLDERS’ MEETINGS

Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the corporation’s records. An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2 NOTICE BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if: (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

An “ electronic transmission ” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 7.3 NOTICE TO STOCKHOLDERS SHARING AN ADDRESS

Except as otherwise prohibited under the DGCL, without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under the provisions of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice, shall be deemed to have consented to receiving such single written notice.

Section 7.4 NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL

Whenever notice is required to be given, under the DGCL, the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

Section 7.5 WAIVER OF NOTICE

Whenever notice is required to be given to stockholders, directors or other persons under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person

entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders or the board of directors, as the case may be, need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

Subject to the other provisions of this Article VIII, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director of the corporation or an officer of the corporation, or while a director of the corporation or officer of the corporation is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3 SUCCESSFUL DEFENSE

To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 8.1 or Section 8.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 8.4 INDEMNIFICATION OF OTHERS

Subject to the other provisions of this Article VIII, the corporation shall have power to indemnify its employees and its agents to the extent not prohibited by the DGCL or other applicable law. The board of directors shall have the power to delegate the determination of whether employees or agents shall be indemnified to such person or persons as the board of determines.

Section 8.5 ADVANCED PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article VIII or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems reasonably appropriate and shall be subject to the corporation’s expense guidelines. The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 8.6(b) or Section 8.6(c) prior to a determination that the person is not entitled to be indemnified by the corporation.

Section 8.6 LIMITATION ON INDEMNIFICATION

Except as provided in Section 8.3 and subject to the requirements of the DGCL, the corporation shall not be obligated to indemnify any person pursuant to this Article VIII in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the 1934 Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(c) for any reimbursement of the corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the 1934 Act (including any such reimbursements that arise from an accounting restatement of the corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), or the payment to the corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(d) initiated by such person against the corporation or its directors, officers, employees, agents or other indemnitees, unless (a) the board of directors authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (b) the corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the corporation under applicable law, (c) otherwise required to be made under Section 8.7 or (d) otherwise required by applicable law; or

(e) if prohibited by applicable law; provided, however , that if any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 8.7 DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within 90 days after receipt by the corporation of the written request therefor, the claimant shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. The corporation shall indemnify such person against any and all expenses that are incurred by such person in connection with any action for indemnification or advancement of expenses from the corporation under this Article VIII, to the extent such person is successful in such action, and to the extent not prohibited by law. In any such suit, the corporation shall, to the fullest extent not prohibited by law, have the burden of proving that the claimant is not entitled to the requested indemnification or advancement of expenses.

Section 8.8 NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation or any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

Section 8.9 INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the DGCL.

Section 8.10 SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11 EFFECT OF REPEAL OR MODIFICATION

Any amendment, alteration or repeal of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to such amendment, alteration or repeal.

Section 8.12 CERTAIN DEFINITIONS

For purposes of this Article VIII, references to the “ corporation ” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “ other enterprises ” shall include employee benefit plans; references to “ fines ” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and

references to “ serving at the request of the corporation ” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “ not opposed to the best interests of the corporation ” as referred to in this Article VIII.

ARTICLE IX — GENERAL MATTERS

Section 9.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

Except as otherwise provided by law, the certificate of incorporation or these bylaws, the board of directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute any document or instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 9.2 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors and may be changed by the board of directors.

Section 9.3 SEAL

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the board of directors. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 9.4 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “ person ” includes both an entity and a natural person.

ARTICLE X — AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however , that the affirmative vote of the holders of at least 66 2/3% of the total voting power of outstanding voting securities, voting together as a single class, shall be required for the stockholders of the corporation to alter, amend or repeal, or adopt any bylaw inconsistent with, the following provisions of these bylaws: Article II, Section 3.1, Section 3.2, Section 3.4 and Section 3.11 of Article III, Article VIII and this Article X (including, without limitation, any

such Article or Section as renumbered as a result of any amendment, alteration, change, repeal, or adoption of any other Bylaw). The board of directors shall also have the power to adopt, amend or repeal bylaws; provided, however , that a bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.

ARTICLE XI— FORUM FOR ADJUDICATION OF DISPUTES

Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this bylaw.

RESONANT INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of RESONANT INC., a Delaware corporation, and that the foregoing bylaws, comprising 27 pages, were amended and restated on January 20, 2014 by the corporation’s board of directors and stockholders.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this day of , 2014.


	Daniel Christopher
	Secretary

Exhibit 10.1

INDEMNIFICATION AGREEMENT

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 ”).

RECITALS

A. The Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors, officers, employees, and agents to expensive litigation risk at the same time that the availability and coverage of liability insurance has been severely limited.

B. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other directors, officers, employers and agents of the Company may not be willing to continue to serve as directors, officers, employees and agents without additional protection.

C. The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as directors, officers, employees and agents of the Company and to indemnify its directors, officers, employees and agents so as to provide them with the maximum protection permitted by law.

AGREEMENT

The Company and Indemnitee hereby agree as follows:

1. Agreement to Serve . Indemnitee agrees to serve and/or continue to serve the Company, at the Company’s will (or under separate written agreement approved by the Board of Directors of the Company (the “ Board ”), if such agreement exists), in the capacity Indemnitee currently serves the Company, as long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or (subject to any employment agreement between Indemnitee and the Company) until such time as Indemnitee, in his sole discretion, tenders a written resignation or is removed in accordance with the Bylaws; provided , however , that nothing contained in this Agreement is intended to or shall create any right (express or implied) to continued employment by Indemnitee.

2. Indemnification .

(a) Third Party Proceedings . The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in part of: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, whether serving in such capacity at any time before or after the date of this Agreement, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agent of the Company, or any subsidiary of the Company, whether serving in such

capacity at any time before or after the date of this Agreement, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether serving in such capacity at any time before or after the date of this Agreement, against all expenses (including, without limitation, attorneys’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually incurred by Indemnitee in connection with such action, suit or proceeding to the fullest extent permissible under Delaware Law as currently in effect and as may be expanded in the future. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

(b) Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company or any subsidiary of the Company arising in whole or in part out of (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, whether serving in such capacity at any time before or after the date of this Agreement, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agent of the Company or any subsidiary of the Company, whether serving in such capacity at any time before or after the date of this Agreement, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether serving in such capacity at any time before or after the date of this Agreement, against expenses (including, without limitation, attorneys’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations) and amounts paid in settlement, in each case to the extent actually incurred by Indemnitee in connection with such action, suit or proceeding, to the fullest extent permissible under Delaware Law as currently in effect and as may be expanded in the future. For purposes of this Section 2(b) , indemnification shall include, to the extent not prohibited by law, indemnification against all judgments, fines and amounts paid in settlement actually incurred by Indemnitee in connection with such action, suit or proceeding.

(c) Mandatory Payment of Expenses . Notwithstanding any limitations or conditions upon the Company’s indemnification obligations set forth in Sections 2(a) and (b) above, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2(a) or (b) or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including, without limitation, attorneys’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations) actually incurred by Indemnitee in connection therewith.

(d) Indemnification for Serving as a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s status as a director, officer, employee or agent of the Company or any subsidiary of the Company, whether serving in such capacity at any time before or after the date of this Agreement, a witness in any

action, suit or proceeding, whether civil, criminal, administrative or investigative, Indemnitee shall be indemnified against expenses actually incurred by Indemnitee in connection therewith.

3. Expenses; Indemnification Procedure .

(a) Advancement of Expenses . The Company shall advance all expenses incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of any civil, criminal, administrative or investigative action, suit or proceeding referenced in Sections 2(a) or (b) hereof. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within 30 days following delivery of a written request therefor by Indemnitee to the Company.

(b) Notice/Cooperation by Indemnitee . Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice, in accordance with Section 15 hereof, of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the principal executive offices of the Company. In addition, Indemnitee shall give the Company, at the Company’s expense, such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

(c) Procedure . Any indemnification and advances provided for in Section 2 and this Section 3 shall be made no later than 30 days after receipt of the written request of Indemnitee. If a claim under this Agreement is not paid in full by the Company within 30 days after a written request for payment therefor has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 14 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense is finally adjudicated by court order or judgment from which no further right of appeal exists. It is the intention of the parties that if the Company contests Indemnitee’s right to indemnification under this Agreement or applicable law, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its officers, its Board, any committee or subgroup of its Board, independent legal counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by this Agreement or by applicable law, nor an actual determination by the Company (including its officers, its Board, any committee or subgroup of its Board, independent legal counsel, or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct.

(d) Notice to Insurers . If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(e) Selection of Counsel . In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any proceedings against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do, provided, however, that (i) the Company shall have no right to assume the defense of any claim, action or other matter which seeks, in whole or in part, any remedy other than monetary damages (e.g., injunction, specific performance, criminal sanctions) or which could, if Indemnitee were not to prevail therein, materially damage Indemnitee’s personal or business reputation, and (ii) the Company shall have no right to assume the defense of any claim, action or other matter unless the Company first agrees fully and unconditionally, in writing, that the Company is obligated to indemnify Indemnitee in full with respect thereto, and waives any and all defenses, counterclaims or set-offs which might otherwise be asserted in limitation or mitigation of such indemnification obligation. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right to employ separate counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

4. Additional Indemnification Rights; Nonexclusivity .

(a) Scope . Notwithstanding any other provision of this Agreement, in the event of any change in any applicable law, statute or rule which narrows the right of the Company to indemnify Indemnitee, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Nonexclusivity . The indemnification rights provided to Indemnitee by this Agreement shall be in addition to, and not in lieu of, any rights to which Indemnitee may be entitled under the Company’s Articles of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, applicable law or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee with respect to (i) any action taken or not taken while serving in an indemnified capacity and (ii) any claim, action or other matter arising out of or relating to the period prior to the date upon which

Indemnitee ceased to serve in an indemnified capacity, even though he may have ceased to serve in such capacity at the time of any action, suit or other covered proceeding.

5. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

6. Mutual Acknowledgment . Both the Company and Indemnitee acknowledge that in certain instances, federal or state law or regulation may prohibit the Company from indemnifying Indemnitee under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under law to indemnify Indemnitee. The Company agrees to assert vigorously, in any such action pertaining to the Company’s right to indemnify Indemnitee, the position that the Company has the full and unfettered right to so indemnify Indemnitee, and further agrees that Indemnitee may, at any time and in Indemnitee’s sole discretion, assume control of the Company’s defense of such right (including without limitation selection of counsel and determination of strategy), with such defense nonetheless being conducted at the Company’s expense.

7. Liability Insurance . The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors, officers, employees and agents of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all such policies of liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s employees, if Indemnitee is not a director or officer but is an employee; or of the Company’s agents, if Indemnitee is not a director, officer or employee but is an agent. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

8. Severability . Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to law, regulation or court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 8 . If this Agreement or any portion

hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this entire Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

9. Exceptions . Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Claims Initiated by Indemnitee . To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or otherwise but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board has approved the initiation or bringing of such suit;

(b) Frivolous Proceedings . To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceedings were frivolous;

(c) Insured Claims . To make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, the Articles of Incorporation or Bylaws of the Company, contract or otherwise) of the amounts otherwise indemnifiable hereunder. If the Company makes any indemnification payment to Indemnitee in connection with any particular expense indemnified hereunder and Indemnitee has already received or thereafter receives, and is entitled to retain, duplicate payments in reimbursement of the same particular expense, then Indemnitee shall reimburse the Company in an amount equal to the lesser of (i) the amount of such duplicate payment and (ii) the full amount of such indemnification payment made by the Company;

(d) Claims Under Section 16(b) . To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;

(e) Unlawful Claims . To indemnify Indemnitee in any manner which a court of competent jurisdiction has finally determined to be unlawful;

(f) Failure to Settle Proceeding . In the event that Indemnitee Fails to Pursue a Recommended Settlement of a Qualifying Claim, to indemnify Indemnitee (i) for amounts paid or payable in settlement of such Qualifying Claim in excess of the amount of such Recommended Settlement thereof, or (ii) for any cost and/or expenses directly related to such Qualifying Claim incurred by Indemnitee following the date upon which Indemnitee Fails To Pursue such Recommended Settlement. For purposes of this clause, “ Qualifying Claim ” shall mean any claim the defense of which may be assumed by the Company under Section 3(e) above (i.e., any claim that (A) is not described in the first clause (i) of said Section 3(e) and (B) with respect to which the Company has acknowledged its unconditional duty to indemnify as

described in first clause (ii) of said Section 3(e) ), “ Recommended Settlement ” shall mean a reasonable written settlement proposal, in full and final executable form in all material respects, and “ Fails To Pursue ” shall mean either (i) Indemnitee’s failure to communicate a Recommended Settlement to the principal adverse party in the subject matter within 30 days after Indemnitee’ receipt thereof from the Company, or (ii) Indemnitee’s failure to agree to any Recommended Settlement that has been accepted by all adverse parties in the subject matter within 30 days after receipt thereof, provided the Company has (A) irrevocably deposited all funds necessary to satisfy all of Indemnitee’s obligations under such Recommended Settlement in an account subject to Indemnitee’s or a third party’s control and (B) irrevocably taken all actions and given all instructions necessary or appropriate to permit such funds to be applied in satisfaction of such obligations of Indemnitee.

(g) Breach of Employment Agreement . To indemnify Indemnitee for any breach by Indemnitee of any employment agreement between Indemnitee and the Company or any of its subsidiaries.

10. Legal Fees . The Company agrees to pay or reimburse Indemnitee for Indemnitee’s legal fees and costs incurred in connection with the preparation and negotiation of this Agreement.

11. Construction of Certain Phrases .

For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees and/or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company or any subsidiary of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries.

12. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

13. Successors and Assigns . This Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.

14. Attorneys’ Fees . In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were frivolous.

15. Notice . Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked if addressed as provided for on the signature page of this Agreement, unless sooner received, or as subsequently modified by written notice.

16. Consent to Jurisdiction . The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of California for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of California, or in federal courts located in such State.

17. Choice of Law . This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		RESONANT, INC.,
		a Delaware corporation, as the Company

		By:
		Name:
		Title:

		Notice Address:


		Attn:


AGREED TO AND ACCEPTED:

INDEMNITEE:


(Signature)


(Print Name)

Notice Address:

Exhibit 10.2

RESONANT INC.

2014 OMNIBUS INCENTIVE PLAN

Resonant Inc. (the “ Company ”), a Delaware corporation, hereby establishes and adopts the following 2014 Omnibus Incentive Plan (the “ Plan ”).

1. PURPOSE OF THE PLAN

The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives that will benefit stockholders of the Company through the additional incentives inherent in the Awards hereunder.

2. DEFINITIONS

2.1 “ Award ” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Share-Based Award, Performance Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.

2.2 “ Award Agreement ” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, whether in writing or through an electronic medium.

2.3 “ Board ” shall mean the board of directors of the Company.

2.4 “ Business Combination ” shall have the meaning set forth in Section 11.3(c).

2.5 “ Change in Control ” shall have the meaning set forth in Section 11.3.

2.6 “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

2.7 “ Committee ” shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder. The Committee shall consist of no fewer than two Directors, each of whom is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii) an “independent director” for purpose of the rules of the principal U.S. national securities exchange on which the Shares are traded, to the extent required by such rules.

2.8 “ Company Voting Securities ” shall have the meaning set forth in Section 11.3(b).

2.9 “ Consultant ” shall mean any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for

the Company’s securities and (iii) otherwise qualifies as a consultant under the applicable rules of the SEC for registration of shares of stock on a Form S-8 registration statement.

2.10 “ Covered Employee ” shall mean an employee of the Company or its Subsidiaries who is a “covered employee” within the meaning of Section 162(m) of the Code.

2.11 “ Data ” shall have the meaning set forth in Section 13.17.

2.12 “ Director ” shall mean a member of the Board who is not an employee.

2.13 “ Dividend Equivalents ” shall have the meaning set forth in Section 12.5.

2.14 “ Employee ” shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary.

2.15 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

2.16 “ Fair Market Value ” shall mean, with respect to Shares as of any date, (i) the closing price of the Shares as reported on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or, if there is no closing price on that date, then on the last preceding date on which such a closing price was reported; (ii) if the Shares are not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the final ask price of the Shares reported on the inter-dealer quotation system for such date, or, if there is no such sale on such date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are neither listed on a U.S. national securities exchange nor quoted on an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value of the Shares as determined by the Committee in its sole discretion. The Fair Market Value of any property other than Shares shall mean the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

2.17 “ Incentive Stock Option ” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422 of the Code.

2.18 “ Incumbent Directors ” shall have the meaning set forth in Section 11.3(a).

2.19 “ Maximum Plan Shares ” shall have the meaning set forth in Section 3.1(a).

2.20 “ Non-Qualifying Transaction ” shall have the meaning set forth in Section 11.3(c).

2.21 “ Option ” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.

2.22 “ Other Share-Based Award ” shall have the meaning set forth in Section 8.1.

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2.23 “ Parent Corporation ” shall have the meaning set forth in Section 11.3(c).

2.24 “ Participant ” shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.

2.25 “ Performance Award ” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.

2.26 “ Performance Cash ” shall mean any cash incentives granted pursuant to Article 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.

2.27 “ Performance Period ” shall mean the period established by the Committee during which any performance goals specified by the Committee with respect to a Performance Award are to be measured.

2.28 “ Performance Share ” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant upon achievement of such performance goals as the Committee shall establish.

2.29 “ Performance Unit ” shall mean any grant pursuant to Article 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.

2.30 “ Permitted Assignee ” shall have the meaning set forth in Section 12.3.

2.31 “ Restricted Stock ” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.32 “ Restricted Stock Award ” shall have the meaning set forth in Section 7.1.

2.33 “ Restricted Stock Unit ” means an Award that is valued by reference to a Share, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

2.34 “ Restricted Stock Unit Award ” shall have the meaning set forth in Section 7.1.

2.35 “ SEC ” means the Securities and Exchange Commission.

2.36 “ Shares ” shall mean the shares of common stock of the Company, par value $0.001 per share.

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2.37 “ Stock Appreciation Right ” shall mean the right granted to a Participant pursuant to Article 6.

2.38 “ Subsidiary ” shall mean any entity (other than the Company) in an unbroken chain of entities beginning with the Company if, at the relevant time each of the entities other than the last entity in the unbroken chain owns equity and/or interests possessing 50% or more of the total combined voting power of all equity in one of the other corporations in the chain.

2.39 “ Substitute Awards ” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

2.40 “ Surviving Corporation ” shall have the meaning set forth in Section 11.3(c).

2.41 “ Vesting Period ” shall mean the period of time specified by the Committee during which vesting restrictions for an Award are applicable.

3. SHARES SUBJECT TO THE PLAN

3.1 Number of Shares . (a) Subject to adjustment as provided in Section 12.2, a total of 900,000 Shares shall be authorized for grant under the Plan (the “ Maximum Plan Shares ”). Any Shares that are subject to Awards shall be counted against this limit as one (1) Share for every one (1) Share granted.

(b) If any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), then in each such case the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for Awards under the Plan on a one-for-one basis. In the event that any Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then in each such case the Shares so tendered or withheld shall again be available for Awards under the Plan on a one-for-one basis. In addition, in the event that withholding tax liabilities arising from any Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then in each such case the Shares so tendered or withheld shall again be available for Awards under the Plan on a one-for-one basis.

(c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the applicable limitations applicable to a Participant under Section 10.5, nor shall Shares subject to a Substitute Award again be available for Awards under the Plan as provided in paragraph (b) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan;

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provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

3.2 Character of Shares . Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

4. ELIGIBILITY AND ADMINISTRATION

4.1 Eligibility . Any Employee, Director or Consultant shall be eligible to be selected as a Participant.

4.2 Administration . (a) The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award, other than an Option or Stock Appreciation Right, will have Dividend Equivalents; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(b) Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of the Committee may determine its actions, including fixing the time and place of its meetings.

(c) To the extent not inconsistent with applicable law, including Section 162(m) of the Code with respect to Awards intended to comply with the performance-based compensation exception under Section 162(m), or the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may (i) delegate to a committee of one or more directors of the Company any of the authority of the Committee under

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the Plan, including the right to grant, cancel or suspend Awards and (ii) to the extent permitted by law, authorize one or more executive officers to do one or more of the following with respect to Employees who are not directors or executive officers of the Company: (A) designate Employees (including officers) to be recipients of Awards, (B) determine the number of Shares subject to such Awards to be received by such Employees and (C) cancel or suspend Awards to such Employees; provided that (x) any resolution of the Committee authorizing such officer(s) must specify the total number of Shares subject to Awards that such officer(s) may so award and (y) the Committee may not authorize any officer to designate himself or herself as the recipient of an Award.

5. OPTIONS

5.1 Grant of Options . Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Article and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.

5.2 Award Agreements . All Options shall be evidenced by an Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any Participant who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.

5.3 Option Price . Other than in connection with Substitute Awards, the option price per Share purchasable under any Option granted pursuant to this Article shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 12.2, the Committee shall not without the approval of the Company’s stockholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded.

5.4 Option Term . The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten (10) years from the date the Option is granted, except in the event of death or disability; provided, however, that the term of the Option shall not exceed five (5) years from the date the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (i) the exercise of the Option, other than an Incentive Stock Option, is

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prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.

5.5 Exercise of Options . (a) Vested Options granted under the Plan shall be exercised by the Participant (or by a Permitted Assignee thereof or the Participant’s executors, administrators, guardian or legal representative, as may be provided in an Award Agreement) as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements consistent with the provisions of the Plan as the Committee may prescribe from time to time.

(b) Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (v) through any other method specified in an Award Agreement (including same-day sales through a broker), or (vi) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share.

(c) Notwithstanding the foregoing, an Award Agreement may provide that if on the last day of the term of an Option the Fair Market Value of one Share exceeds the option price per Share, the Participant has not exercised the Option (or a tandem Stock Appreciation Right, if applicable) and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.

5.6 Form of Settlement . In its sole discretion, the Committee may provide that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted Stock or other similar securities.

5.7 Incentive Stock Options. The Committee may grant Incentive Stock Options to any Employee subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of Incentive Stock Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock

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Options granted under the Plan shall be the Maximum Plan Shares, subject to adjustment as provided in Section 12.2.

6. STOCK APPRECIATION RIGHTS

6.1 Grant and Exercise . The Committee may grant Stock Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award in each case upon such terms and conditions as the Committee may establish in its sole discretion.

6.2 Terms and Conditions . Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:

(a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right.

(b) The Committee shall determine in its sole discretion whether payment on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof.

(d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right as it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 12.2, and (ii) have a term not greater than ten (10) years, except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right is prohibited by applicable law or (y) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.

(e) An Award Agreement may provide that if on the last day of the term of a Stock Appreciation Right the Fair Market Value of one Share exceeds the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation Right

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or the tandem Option (if applicable), and the Stock Appreciation Right has not expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; provided, however, any fractional Share shall be settled in cash.

(f) Without the approval of the Company’s stockholders, other than pursuant to Section 12.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 11.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded.

7. RESTRICTED STOCK AND RESTRICTED STOCK UNITS

7.1 Grants . Awards of Restricted Stock and of Restricted Stock Units may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “ Restricted Stock Award ” or “ Restricted Stock Unit Award ” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the grant of Restricted Stock or Restricted Stock Units, subject to such minimum consideration as may be required by applicable law.

7.2 Award Agreements . The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.

7.3 Rights of Holders of Restricted Stock and Restricted Stock Units. Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant shall become a stockholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a stockholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares. A Participant who holds a Restricted Stock Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award. Except as otherwise provided in an Award Agreement, any Shares or any other property distributed as a dividend or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock Award or Restricted Stock Unit Award. Notwithstanding the provisions of this Section, cash dividends, stock and any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock Award or Restricted Stock Unit Award that vests based on achievement of performance goals shall either (i) not be

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paid or credited or (ii) be accumulated, shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Stock or Restricted Stock Units with respect to which such cash, stock or other property has been distributed and shall be paid at the time such restrictions and risk of forfeiture lapse.

7.4 Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such book entry registration, certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.

8. OTHER SHARE-BASED AWARDS

8.1 Grants . Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“ Other Share-Based Awards ”), including deferred stock units, may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.

8.2 Award Agreements . The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. Notwithstanding the provisions of this Section, Dividend Equivalents with respect to the Shares covered by an Other Share-Based Award that vests based on achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Shares covered by an Other Share-Based Award with respect to which such cash, stock or other property has been distributed.

8.3 Payment . Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

8.4 Deferral of Director Fees . Directors shall, if determined by the Board, receive Other Share-Based Awards in the form of deferred stock units in lieu of all or a portion of their annual retainer. In addition Directors may elect to receive Other Share-Based Awards in the form of deferred stock units in lieu of all or a portion of their annual and committee retainers and annual meeting fees, provided that such election is made in accordance with the requirements of Section 409A of the Code. The Committee shall, in its absolute discretion, establish such rules and procedures as it deems appropriate for such elections and for payment in deferred stock units.

9. PERFORMANCE AWARDS

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9.1 Grants . Performance Awards in the form of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in Section 10.2 or such other criteria as determined by the Committee in its discretion.

9.2 Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee) which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.

9.3 Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.

9.4 Payment. Except as provided in Article 11, as provided by the Committee or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.

10. CODE SECTION 162(m) PROVISIONS

10.1 Covered Employees . Notwithstanding any other provision of the Plan, if the Committee determines at the time a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award or an Other Share-Based Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Article 10 is applicable to such Award.

10.2 Performance Criteria. If the Committee determines that a Restricted Stock Award, a Restricted Stock Unit, a Performance Award or an Other Share-Based Award is intended to be subject to this Article 10, the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one or any combination of the following: net sales; revenue; revenue growth or product revenue growth; operating income (before or after taxes); pre- or after-tax income or loss (before or after allocation of corporate overhead and bonus); earnings or loss per share; net income or loss (before or after taxes); return on equity; total stockholder return; return on assets or net assets; appreciation in and/or maintenance of the price

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of the Shares or any other publicly-traded securities of the Company; market share; gross profits; earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various stock market indices; reductions in costs; cash flow or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable; operating margin; gross margin; year-end cash; cash margin; debt reduction; stockholders equity; operating efficiencies; market share; customer satisfaction; customer growth; employee satisfaction; regulatory achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents and passing pre-approval inspections (whether of the Company or the Company’s third-party manufacturer) and validation of manufacturing processes (whether the Company’s or the Company’s third-party manufacturer’s)); strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property; establishing relationships with commercial entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing organizations, distributors and other vendors); supply chain achievements (including establishing relationships with manufacturers or suppliers of component materials and manufacturers of the Company’s products); co-development, co-marketing, profit sharing, joint venture or other similar arrangements; financial ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assets under management; financing and other capital raising transactions (including sales of the Company’s equity or debt securities, factoring transactions, sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally, or through partnering transactions); implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures; and recruiting and maintaining personnel. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. The Committee may also exclude charges related to an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, or (c) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, and the regulations thereunder.

10.3 Adjustments . Notwithstanding any provision of the Plan (other than Article 11), with respect to any Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Share-Based Award that is subject to this Section 10, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals except in the case of the death or disability of the Participant or as otherwise determined by the Committee in special circumstances.

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10.4 Restrictions . The Committee shall have the power to impose such other restrictions on Awards subject to this Article as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code.

10.5 Limitations on Grants to Individual Participants . Subject to adjustment as provided in Section 12.2, no Participant may (i) be granted Options or Stock Appreciation Rights during any 12-month period with respect to more than 35% of the Maximum Plan Shares and (ii) earn more than 35% of the Maximum Plan Shares for each twelve (12) months in the vesting period or Performance Period with respect to Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards and/or Other Share-Based Awards that are intended to comply with the performance-based exception under Code Section 162(m) and are denominated in Shares (provided that any Shares that would have been earned after such twelve (12) month period that are earned due to an acceleration as a result of a Change in Control of the Company shall not count against such limitation). In addition to the foregoing, the maximum dollar value that may be earned by any Participant for each twelve (12) months in a Performance Period with respect to Performance Awards that are intended to comply with the performance-based exception under Code Section 162(m) and are denominated in cash is $2,000,000 (provided that any amount that would have been earned after such twelve (12) month period that is earned due to an acceleration as a result of a Change in Control of the Company shall not count against such limitation). If an Award is cancelled, the cancelled Award shall continue to be counted toward the applicable limitation in this Section.

11. CHANGE IN CONTROL PROVISIONS

11.1 Impact on Certain Awards. Award Agreements may provide that in the event of a Change in Control of the Company (as defined in Section 11.3): (i) Options and Stock Appreciation Rights outstanding as of the date of the Change in Control shall be cancelled and terminated without payment if the Fair Market Value of one Share as of the date of the Change in Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, and (ii) all Performance Awards shall be (x) considered to be earned and payable based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control), and any limitations or other restrictions shall lapse and such Performance Awards shall be immediately settled or distributed or (y) converted into Restricted Stock Awards or Restricted Stock Unit Awards based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control) that are subject to Section 11.2.

11.2 Assumption or Substitution of Certain Awards. (a) Unless otherwise provided in an Award Agreement, in the event of a Change in Control of the Company in which the successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 12 months following such Change in Control (or such other period set forth in the Award Agreement, including prior thereto if applicable) and under the circumstances specified in the

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Award Agreement: (i) Options and Stock Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 12 months (or the period of time set forth in the Award Agreement), (ii) the restrictions, limitations and other conditions applicable to Restricted Stock and Restricted Stock Units outstanding as of the date of such termination of employment shall lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards or any other Awards shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant. For the purposes of this Section 11.2, an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per Share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

(b) Unless otherwise provided in an Award Agreement, in the event of a Change in Control of the Company to the extent the successor company does not assume or substitute for an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the Change in Control: (i) those Options and Stock Appreciation Rights outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to Restricted Stock and Restricted Stock Units that are not assumed or substituted for (or continued) shall lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, other limitations and other conditions applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant.

(c) The Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Option and Stock Appreciation Right outstanding

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shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change in Control over the exercise price per Share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

11.3 Change in Control. For purposes of the Plan, unless otherwise provided in an Award Agreement, Change in Control means the occurrence of any one of the following events:

(a) During any 12-month period, individuals who, as of the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b) Any “person” (as such term is defined in the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “ Company Voting Securities ”); provided , however , that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Company or any Subsidiary, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities, (iv) pursuant to a Non-Qualifying Transaction, as defined in paragraph (c), or (v) by any person of Voting Securities from the Company, if a majority of the Incumbent Board approves in advance the acquisition of beneficial ownership of 50% or more of Company Voting Securities by such person;

(c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “ Business Combination ”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the corporation resulting from such Business Combination (the “ Surviving Corporation ”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “ Parent Corporation ”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such

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Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “ Non-Qualifying Transaction ”); or

(d) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of a sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided , that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

12. GENERALLY APPLICABLE PROVISIONS

12.1 Amendment and Termination of the Plan . The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the Exchange Act; and further provided that the Board may not, without the approval of the Company’s stockholders, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 12.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend Section 5.3 or Section 6.2(f) to eliminate the requirements relating to minimum exercise price, minimum grant price and stockholder approval, (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Stock Appreciation Right specified by Section 6.2(d), or (f) increase any of the limitations in Section 10.5. The Board may not (except pursuant to Section 12.2 or in connection with a Change in Control), without the approval of the Company’s stockholders, cancel an Option or Stock Appreciation Right in exchange for cash or take any action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the

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Shares are traded, including a reduction of the exercise price of an Option or the grant price of a Stock Appreciation Right or the exchange of an Option or Stock Appreciation Right for another Award. In addition, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant’s consent.

12.2 Adjustments . In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, the limitations in Section 10.5 (other than to Awards denominated in cash), the maximum number of Shares that may be issued pursuant to Incentive Stock Options and, in the aggregate or to any Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate; provided, however, that the number of Shares subject to any Award shall always be a whole number.

12.3 Transferability of Awards . Except as provided below, no Award and no Shares that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a “ Permitted Assignee ”) (i) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.

12.4 Termination of Employment or Services . The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The

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date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final.

12.5 Deferral ; Dividend Equivalents . The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award other than an Option or Stock Appreciation Right may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, amounts equivalent to cash, stock or other property dividends on Shares (“ Dividend Equivalents ”) with respect to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide that the Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and may provide that the Dividend Equivalents are subject to the same vesting or performance conditions as the underlying Award. Notwithstanding the foregoing, Dividend Equivalents credited in connection with an Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such Dividend Equivalents have been credited.

13. MISCELLANEOUS

13.1 Award Agreements . Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.

13.2 Tax Withholding . The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to a Participant (or Permitted Assignee) such withholding taxes as may be required by law, or to otherwise require the Participant (or Permitted Assignee) to pay such withholding taxes. If the Participant (or Permitted Assignee) shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants (or Permitted Assignee) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the

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Company to retain Shares (up to the minimum required tax withholding rate for the Participant (or Permitted Assignee) or such other rate, including a higher rate specified by the Participant, that will not cause an adverse accounting consequence or cost) otherwise deliverable in connection with the Award.

13.3 Right of Discharge Reserved; Claims to Awards . Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or Consultant the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason. The Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Directors or Consultants under the Plan.

13.4 Substitute Awards . Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.

13.5 Cancellation of Award; Forfeiture of Gain . Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that:

(a) In the event of a restatement of the Company’s financial statements, the Committee shall have the right to review any Award, the amount, payment or vesting of which was based on an entry in the financial statements that are the subject of the restatement. If the Committee determines, based on the results of the restatement, that a lesser amount or portion of an Award should have been paid or vested, it may (i) cancel all or any portion of any outstanding Awards and (ii) require the Participant or other person to whom any payment has been made or shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the period beginning twelve months preceding the date of the restatement and ending with the date of cancellation of any outstanding Awards.

(b) If the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award may, at the Committee’s discretion, be canceled and (ii) the Committee, in its discretion, may require the Participant or other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any

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Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the Award Agreement.

13.6 Stop Transfer Orders . All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any U.S. national securities exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

13.7 Nature of Payments . All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary.

13.8 Other Plans . Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

13.9 Severability . The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.

13.10 Construction . As used in the Plan, the words “ include ” and “ including ,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “ without limitation .”

13.11 Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by

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the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

13.12 Governing Law . The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws, and construed accordingly.

13.13 Effective Date of Plan; Termination of Plan . The Plan shall be effective on the date of the approval of the Plan by the holders of the shares entitled to vote thereon. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect. Awards may be granted under the Plan at any time and from time to time on or prior to the tenth anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards then outstanding under the Plan; provided, however, in no event may Incentive Stock Options be granted more than ten (10) years after the earlier of (i) the date of the adoption of the Plan by the Board or (ii) the effective date of the Plan as provided in the first sentence of this Section. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.

13.14 Foreign Employees and Consultants . Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees or Consultants providing services in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Employees or Consultants on assignments outside their home country.

13.15 Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code.

13.16 No Registration Rights; No Right to Settle in Cash . The Company has no obligation to register with any governmental body or organization (including, without limitation,

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the SEC) any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental body or organization (including, without limitation, the SEC), the Company will not under any circumstance be required to settle its obligations, if any, under this Plan in cash.

13.17 Data Privacy. As a condition of acceptance of an Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, managing and administering the Plan (the “ Data ”). The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Participant understands that refusal or withdrawal of consent may affect the Optionee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.

13.18 Indemnity . To the extent allowable pursuant to applicable law, each member of the Committee or of the Board and any person to whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss,

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cost, liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

13.19 Captions . The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.

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Employee

RESONANT INC.

INCENTIVE STOCK OPTION AGREEMENT

Employee

RESONANT INC. 2014 OMNIBUS INCENTIVE PLAN

NOTICE OF INCENTIVE STOCK OPTION GRANT

You have been granted the following Incentive Stock Options (“ Options ”) to purchase common stock, par value $0.001 per share (“ Common Stock ”) of Resonant Inc. (“ Resonant ” or the “ Company ”):

Name of Optionee:

Total Number of Shares Granted:

Exercise Price Per Share:	$

Grant Date:

Vesting Commencement Date:

Vesting Schedule:

Expiration Date:

By your signature and the signature of the Company’s representative below, you and the Company agree that the Options are granted under and governed by the terms and conditions of the Resonant Inc. 2014 Omnibus Incentive Plan (a copy of which has been provided to you) and the Incentive Stock Option Agreement, which is attached hereto, both of which are made a part of this document.

Optionee:				Resonant Inc.


By:				By:

Name:				Its:

Employee

RESONANT INC.

2014 OMNIBUS INCENTIVE PLAN

Incentive Stock Option Agreement

1. Terms . Unless provided otherwise in the Notice of Incentive Stock Option Grant (“ Notice of Grant ”), the following standard terms and conditions (“ Standard Terms ”) apply to incentive stock options (“ Options ”) granted to you under the Resonant Inc. 2014 Omnibus Incentive Plan (the “ 2014 Plan ”). Your Notice of Grant, these Standard Terms and the 2014 Plan constitute the entire understanding between you and Resonant. Capitalized and other terms used herein without definition shall have the meanings ascribed thereto in the 2014 Plan.

2. Incentive Stock Options; $100,000 Limitation . The Options are intended to be incentive stock options under Section 422 of the Code and will be interpreted accordingly. The aggregate market value (determined at the time the Options are granted) of the shares of Common Stock with respect to which ISOs are exercisable for the first time during any calendar year (under all ISO plans of the Company and its Subsidiaries) shall not exceed $100,000. To the extent (and only to the extent) your right to exercise these Options causes these Options (in whole or in part) to not be treated as ISOs by reason of the $100,000 annual limitation under Section 422 of the Code, such Options shall be treated as Non-qualified Stock Options, but shall be exercisable by their terms. The determination of Options to be treated as Non-qualified Stock Options shall be made by taking into account the aggregate market value of the shares of Common Stock underlying Options in the order in which the Options are granted. If the terms of these Options cause the $100,000 annual limitation under Section 422 of the Code to be exceeded, a pro rata portion of each exercise shall be treated as the exercise of a Non-qualified Stock Option.

3. Price . The exercise price of the Options (the “ option price ”) is 100% of the market value of Common Stock on the date of grant, as specified in the Notice of Grant.

4. Term and Exercise .

(a) To the extent the Options have become exercisable (vested) during the periods indicated in the Notice of Grant and have not been previously exercised, and subject to termination or acceleration as provided in these Standard Terms and the requirements of these Standard Terms, the Notice of Grant and the 2014 Plan, you may exercise the Options to purchase up to the number of shares of Common Stock set forth in the Notice of Grant by delivering a written notice in the form of Exhibit A attached hereto (“ Notice of Exercise ”) to the Company in the manner specified pursuant to Section 16(i) hereof. Such Notice of Exercise shall specify the election to exercise Options, the number of shares of Common Stock for which they are being exercised and the form of payment, which must comply with Section 4(b) . The Notice of Exercise shall be signed by the person who is entitled to exercise Options. Options shall be deemed exercised with respect to the number of shares of Common Stock subject to a proper Notice of Exercise upon receipt by the Company of the duly executed Notice of Exercise and payment of the option price of such shares of Common Stock in accordance with Section 4(b) . Notwithstanding anything to the contrary in Section 6 or Sections 8 through 11

Employee

hereof, no part of the Options may be exercised after the Expiration Date set forth in the Notice of Grant.

(b) The process for exercising the Options (or any part thereof) is governed by these Standard Terms, the Notice of Grant and the 2014 Plan. Exercises of Options will be processed as soon as practicable. The option price may be paid:

(i) in cash;

(ii) by delivery of already owned shares of Common Stock;

(iii) through payment under a broker-assisted sale and remittance program acceptable to the Committee;

(iv) through net issue exercise based on the following formula:

Net Number = (A x B) - (A x C)

For purposes of the foregoing formula:

A= the total number of shares with respect to which the Options are then being exercised.

B= the market value of Common Stock on the date immediately preceding the date of the Notice of Exercise.

C= the option price then in effect at the time of such exercise.

(v) by delivery of any other lawful consideration approved in advance by the Committee; or

(vi) in any combination of the foregoing.

Options may not be exercised for fractional shares. Shares of Common Stock will be issued as soon as practicable (subject to Section 4(c) below). You will have the rights of a stockholder only after the shares of Common Stock have been issued. For administrative or other reasons, the Company may from time to time suspend the ability of employees to exercise options for limited periods of time.

(c) Notwithstanding the foregoing, (i) the Company shall not be obligated to deliver any shares of Common Stock during any period when the Committee determines that the exercisability of the Options or the delivery of shares hereunder would violate any federal, state or other applicable laws and/or may issue shares subject to any restrictive legends that, as determined by the Company’s counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide

Employee

the Company such time as it determines appropriate to address tax withholding and other administrative matters.

(d) Notwithstanding anything to the contrary in these Standard Terms or the applicable Notice of Grant, the Committee may reduce your unvested Options if you change your employment classification from a full-time employee to a part-time employee.

(e) The number of shares of Common Stock for which Options may be exercised as specified in the Notice of Grant shall be adjusted for stock splits and similar matters as specified in and pursuant to the 2014 Plan.

(f) IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKDAY, YOU MUST EXERCISE YOUR OPTIONS BEFORE 12:00 P.M. LOS ANGELES TIME ON THE EXPIRATION DATE.

(g) IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKEND OR ANY OTHER DAY ON WHICH THE NASDAQ STOCK MARKET (“ NASDAQ ”) IS NOT OPEN, YOU MUST EXERCISE YOUR OPTIONS BEFORE 12:00 P.M. LOS ANGELES TIME ON THE LAST NASDAQ BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

5. Change in Control . In the event that your Service (as defined below) is terminated for Good Reason (as defined below) or for reasons other than an act of misconduct (as described in Section 7 below) upon the occurrence of a Change in Control or within three (3) months prior thereto or twelve (12) months thereafter (a “ Termination Event ”), all of the unvested Options will vest immediately prior to the effective date of such Termination Event and the Options shall become fully exercisable. For purposes hereof, (i) “ Service ” means service to the Company or any of its Subsidiaries as an Employee, and (ii) “ Good Reason ” means any of the following (without your express written consent and provided you provide written notice stating in reasonable detail the basis for termination and a thirty (30)-day opportunity to cure to the Company): (i) a material reduction in your responsibilities or duties as such responsibilities or duties exist on the date that is three (3) months prior to the Change in Control, except in the event of a termination for an act of misconduct (as described in Section 7 below), death or disability or your resignation other than for Good Reason; (ii) a reduction of your base salary as it exists on the date that is three (3) months prior to the Change in Control unless such reduction (x) is in connection with concurrent and proportional reductions in the salaries of other employees of the Company, which reductions have been approved by the Board, and (y) reduce your base salary to no less than 80% of your base salary immediately before such reduction; or (iii) any relocation by the Company of your place of employment that would increase your one-way commute to the place of employment by more than fifty (50) miles when compared to your commute immediately prior to the relocation.

6. Leaves of Absence . For any purpose under these Standard Terms, your Service shall be deemed to continue while you are on a bona fide leave of absence, to the extent required by applicable law. To the extent applicable law does not require such a leave to be deemed to continue your Service such Service shall be deemed to continue if, and only if, expressly provided in writing by the Committee or an executive officer of the Company or Subsidiary for whom you provide Service.

Employee

7. Suspension or Termination of Options for Misconduct . If at any time (including after a Notice of Exercise has been delivered) the Committee reasonably believes that you have committed an act of misconduct as described in this Section, the Committee may suspend the vesting of and your right to exercise your Options pending a determination of whether an act of misconduct has been committed. If the Committee determines that you have committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company rules resulting in loss, damage or injury to the Company, or if you make an unauthorized disclosure of any Company trade secret or confidential information, engage in any conduct constituting unfair competition, induce any customer to breach a contract with the Company or induce any principal for whom the Company acts as agent to terminate such agency relationship, all Options not exercised as of the date the Committee was notified that you may have committed an act of misconduct shall be cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to the Options whatsoever. Any determination by the Committee with respect to the foregoing shall be final, conclusive, and binding on all interested parties.

8. Termination of Service .

(a) Except as expressly provided otherwise in these Standard Terms, if your Service terminates for any reason, whether voluntarily or involuntarily, other than on account of death, Disablement (defined below), Retirement (defined below) or discharge for misconduct, you may exercise any portion of the Options that had vested on or prior to the date of termination at any time prior to three (3) months after the date of such termination. The Options shall terminate on the expiration of the three (3)-month period to the extent that they are unexercised. All unvested Options shall be cancelled on the date of Service termination, regardless of whether such Service termination is voluntary or involuntary.

(b) For purposes of this Section 8 , your Service is not deemed terminated if, prior to sixty (60) days after the date of termination of your Service, you are re-hired by the Company or a Subsidiary on a basis that would make you eligible for future stock option grants, nor would your transfer from the Company to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Company be deemed a termination of your Service.

9. Death .

(a) Except as expressly provided otherwise in these Standard Terms, if you die while you are a Service provider, your Options will become one hundred percent (100%) vested, and the executor of your will, administrator of your estate or any successor trustee of a grantor trust may exercise the Options, to the extent not previously exercised, at any time prior to one (1) year from the date of death.

(b) The Options shall terminate on the applicable expiration date described in this Section 9 , to the extent that they are unexercised.

10. Disability .

(a) Except as expressly provided otherwise in these Standard Terms, if your Service terminates as a result of Disablement, your Options will become one hundred percent (100%)

Employee

vested upon the later of the date of termination of your Service due to your Disablement or the date of determination of your Disablement.

(b) The Options shall terminate one (1) year from the date of determination of Disablement, to the extent that they are unexercised.

(c) For purposes of these Standard Terms, “ Disablement ” means your inability to perform the essential duties, responsibilities and functions of your position with the Company or a Subsidiary for a continuous period of one hundred eighty (180) days as a result of any mental or physical disability or incapacity, as determined under the definition of disability in the Company’s long-term disability plan so as to qualify you for benefits under the terms of that plan or as determined by the Committee to the extent that no such plan is then in effect. You shall cooperate in all respects with the Company if a question arises as to whether you have become disabled (including, without limitation, submitting to an examination by a medical doctor or other health care specialist selected by the Company and authorizing such medical doctor or such other health care specialist to discuss your condition with the Company).

11. Retirement . For purposes of these Standard Terms, “ Retirement ” shall mean either Standard Retirement (as defined below) or the Rule of 75 (as defined below). Upon your Retirement, the vesting of your Options, to the extent that they had not vested on or prior to the date of your Retirement, shall be accelerated as follows:

(a) If you retire at or after age sixty (60) (“ Standard Retirement ”), you will receive one (1) year of additional vesting from your date of Retirement for every five (5) years that you have provided Service (measured in complete, whole years). No vesting acceleration shall occur for any periods of Service of less than five (5) years; or

(b) If, when you terminate Service, your age plus years of Service (in each case measured in complete, whole years) equals or exceeds seventy-five (75) (“ Rule of 75 ”), you will receive accelerated vesting of any portion of the Options that would have vested prior to one (1) year from the date of your Retirement.

You will receive vesting acceleration pursuant to either Standard Retirement or the Rule of 75, but not both. Except as expressly provided otherwise in these Standard Terms, following your Retirement from the Company or a Subsidiary, you may exercise the Options at any time prior to three (3) months from the date of your Retirement, to the extent that they had vested as of the date of your Retirement or to the extent that vesting of the Options is accelerated pursuant to this Section 11 . The Options shall terminate on the expiration of the three (3)-month period from your date of Retirement, to the extent that they are unexercised.

12. Tax Withholding .

(a) To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of an Option exercise and, if applicable, any sale of shares of Common Stock. The Company shall not be required to issue or lift any restrictions on shares of Common Stock or to recognize any purported transfer of shares of Common Stock until such obligations are satisfied. The Committee may permit these obligations to be satisfied by having the

Employee

Company withhold a portion of the shares of Common Stock that otherwise would be issued to you upon exercise of the Options, or to the extent permitted by the Committee, by tendering shares of Common Stock previously acquired.

(b) You are ultimately liable and responsible for all taxes owed by you in connection with your Options, regardless of any action the Committee or the Company takes or any transaction pursuant to this Section 12 with respect to any tax withholding obligations that arise in connection with your Options. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of your Options or the subsequent sale of any of the shares of Common Stock underlying your Options that vest. The Company does not commit and is under no obligation to administer the Plan in a manner that reduces or eliminates your tax liability.

13. Transferability; Rights as a Stockholder .

(a) Unless otherwise provided by the Committee, each Option shall be transferable only pursuant to your will or upon your death to your beneficiaries. Any purported assignment, transfer or encumbrance that does not qualify under this section shall be void and unenforceable against the Company. Any Option transferred by you pursuant to this Section 13(a) shall not be transferable by the recipient except by will or the laws of descent and distribution. The transferability of Options is subject to any applicable laws of your country of residence or employment.

(b) You will have the rights of a stockholder only after shares of Common Stock have been issued to you following exercise of your Options and satisfaction of all other conditions to the issuance of those shares as set forth in these Standard Terms. Options shall not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your Options. Options shall remain terminable pursuant to these Standard Terms at all times until they vest and are exercised for shares. As a condition to having the right to receive shares of Common Stock pursuant to the exercise of your Options, you acknowledge that unvested Options shall have no value for purposes of any aspect of your Service relationship with the Company.

14. Disputes . Any question concerning the interpretation of these Standard Terms, your Notice of Grant, the Options or the 2014 Plan, any adjustments required to be made thereunder, and any controversy that may arise under the Standard Terms, your Notice of Grant, the Options or the 2014 Plan shall be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee shall be final and binding unless determined pursuant to Section 16(g) to have been arbitrary and capricious.

15. Amendments . The 2014 Plan and the Options may be amended or altered by the Committee to the extent provided in the 2014 Plan.

16. Other Matters .

(a) Any prior agreements, commitments or negotiations concerning the Options are superseded by these Standard Terms and your Notice of Grant. You hereby acknowledge that a

Employee

copy of the 2014 Plan has been made available to you. The grant of Options to you in any one year, or at any time, does not obligate the Company or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Company or any Subsidiary might make a grant in any future year or in any given amount.

(b) Options are not part of your Service contract (if any, unless otherwise specified therein), your salary, your normal or expected compensation, or other remuneration for any purposes, including for purposes of computing severance pay or other termination compensation or indemnity.

(c) Notwithstanding any other provision of these Standard Terms, if any changes in the financial or tax accounting rules applicable to the Options covered by these Standard Terms shall occur which, in the sole judgment of the Committee, may have an adverse effect on the reported earnings, assets or liabilities of the Company, the Committee may, in its sole discretion, modify these Standard Terms or cancel and cause a forfeiture with respect to any unvested Options at the time of such determination.

(d) Nothing contained in these Standard Terms creates or implies an employment contract or term of employment upon which you may rely.

(e) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2014 Plan to the contrary, if, at the time of your termination of Service with the Company, you are a “specified employee” as defined in Section 409A of the Code, and one or more of the payments or benefits received or to be received by you pursuant to the Options would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Options until the earliest of (A) the date which is six (6) months after your “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 16(e) shall only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Options would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

Employee

“parachute payments” which would otherwise be payable to you or for your benefit shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Base Amount (the “ Reduced Amount ”). In the event of a reduction of the payments that would otherwise be paid to you, then the Company may elect which and how much of any particular entitlement shall be eliminated or reduced and shall notify you promptly of such election; provided, however, that the aggregate reduction shall be no more than as set forth in the preceding sentence of this Section 16(f) . Within ten (10) days following such election, the Company shall pay you such amounts as are then due pursuant to the Options and shall pay you in the future such amounts as become due pursuant to the Options. As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made (“ Overpayment ”) or that additional payments which are not made by the Company pursuant to this Section 16(f) should have been made (“ Underpayment ”). In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you that you shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to you or for your benefit, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(g) Because these Standard Terms relate to terms and conditions under which you may purchase Common Stock, an essential term of these Standard Terms is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to these Standard Terms or the Options granted hereunder shall be brought in the state or federal courts of competent jurisdiction in the State of California.

(h) Copies of the Company’s Annual Report to Stockholders for its latest fiscal year and the Company’s latest quarterly report are available, without charge, at the Company’s business office.

(i) Any notice required by these Standard Terms shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to you at the address set forth in the records of the Company. Notice shall be addressed to the Company at:

	Resonant Inc.
	460 Ward Drive, Suite D
	Santa Barbara, CA 93111
	Attention: 2014 Plan Committee

Employee

EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of the option)

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Attention: 2014 Plan Committee

1. Exercise of Option . The undersigned (the “ Optionee ”), the holder of the enclosed Incentive Stock Option Agreement, hereby irrevocably elects to exercise the purchase rights represented by the options and to purchase thereunder * shares (the “ Shares ”) of Common Stock of Resonant Inc. (the “ Company ”), and herewith encloses, in full payment of the purchase price of such shares being purchased, payment of (check all that apply):

o $ in lawful money of the United States of America; and/or

o shares of the Company’s common stock; and/or

o irrevocable instructions to a broker pursuant to a sale and remittance program approved by the Committee; and/or

o shares of the Company’s common stock pursuant to the net issue exercise provisions of Section 4(b)(iv) of the Incentive Stock Option Agreement.

2. Investment and Taxation Representations . In connection with the purchase of the Shares pursuant to the Incentive Stock Option Agreement, Optionee represents to the Company the following:

(a) Optionee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares; and

(b) Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

* Insert here the number of shares called for on the face of the Option, or, in the case of a partial exercise, the number of shares being exercised, in either case without making any adjustment for additional Common Stock of the Company, other securities or property that, pursuant to the adjustment provisions of the Option, may be deliverable upon exercise.

Employee

I ACKNOWLEDGE AND AGREE THAT THE SHARES ARE SUBJECT TO THE TERMS OF THE STANDARD TERMS INCLUDED WITH THE NOTICE OF INCENTIVE STOCK OPTION GRANT.

Dated:



			(Signature must conform in all respects to name of holder as specified on the face of the Option)


			(Please Print Name)


			(Address)

Employee

RESONANT INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

Employee

RESONANT INC.
2014 OMNIBUS INCENTIVE PLAN

NOTICE OF NON-QUALIFIED STOCK OPTION GRANT

You have been granted the following Non-qualified Stock Options (“ Options ”) to purchase common stock, par value $0.001 per share (“ Common Stock ”) of Resonant Inc. (“ Resonant ” or the “ Company ”):

Name of Optionee:

Total Number of Shares Granted:

Exercise Price Per Share:	$

Grant Date:

Vesting Commencement Date:

Vesting Schedule:

Expiration Date:

By your signature and the signature of the Company’s representative below, you and the Company agree that the Options are granted under and governed by the terms and conditions of the Resonant Inc. 2014 Omnibus Incentive Plan (a copy of which has been provided to you) and the Non-qualified Stock Option Agreement, which is attached hereto, both of which are made a part of this document.

Optionee:				Resonant Inc.


By:				By:

Name:				Its:

Employee

RESONANT INC.

2014 OMNIBUS INCENTIVE PLAN

Non-Qualified Stock Option Agreement

1. Terms . Unless provided otherwise in the Notice of Non-Qualified Stock Option Grant (“ Notice of Grant ”), the following standard terms and conditions (“ Standard Terms ”) apply to non-qualified stock options (“ Options ”) granted to you under the Resonant Inc. 2014 Omnibus Incentive Plan (the “ 2014 Plan ”). Your Notice of Grant, these Standard Terms and the 2014 Plan constitute the entire understanding between you and Resonant. Capitalized and other terms used herein without definition shall have the meanings ascribed thereto in the 2014 Plan.

2. Non-qualified Stock Options . The Options are not intended to be incentive stock options under Section 422 of the Code and will be interpreted accordingly.

3. Price . The exercise price of the Options (the “ option price ”) is 100% of the market value of Common Stock on the date of grant, as specified in the Notice of Grant.

4. Term and Exercise .

(a) To the extent the Options have become exercisable (vested) during the periods indicated in the Notice of Grant and have not been previously exercised, and subject to termination or acceleration as provided in these Standard Terms and the requirements of these Standard Terms, the Notice of Grant and the 2014 Plan, you may exercise the Options to purchase up to the number of shares of Common Stock set forth in the Notice of Grant by delivering a written notice in the form of Exhibit A attached hereto (“ Notice of Exercise ”) to the Company in the manner specified pursuant to Section 16(i) hereof. Such Notice of Exercise shall specify the election to exercise Options, the number of shares of Common Stock for which they are being exercised and the form of payment, which must comply with Section 4(b) . The Notice of Exercise shall be signed by the person who is entitled to exercise Options. In the event that Options are to be exercised by the Optionee’s representative, the Notice of Exercise shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise Options. Options shall be deemed exercised with respect to the number of shares of Common Stock subject to a proper Notice of Exercise upon receipt by the Company of the duly executed Notice of Exercise and payment of the option price of such shares of Common Stock in accordance with Section 4(b) . Notwithstanding anything to the contrary in Section 6 or Sections 8 through 11 hereof, no part of the Options may be exercised after the Expiration Date set forth in the Notice of Grant.

(i) in cash;

(ii) by delivery of already owned shares of Common Stock;

Employee

(iii) through payment under a broker-assisted sale and remittance program acceptable to the Committee;

(iv) through net issue exercise based on the following formula:

Net Number = (A x B) - (A x C)
B

For purposes of the foregoing formula:

A = the total number of shares with respect to which the Options are then being exercised.

B = the market value of Common Stock on the date immediately preceding the date of the Notice of Exercise.

C = the option price then in effect at the time of such exercise.

(v) by delivery of any other lawful consideration approved in advance by the Committee; or

(vi) in any combination of the foregoing.

Employee

(f) IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKDAY, YOU MUST EXERCISE YOUR OPTIONS BEFORE 12:00 P.M. LOS ANGELES TIME ON THE EXPIRATION DATE.

5. Change in Control . In the event that your Service (as defined below) is terminated for Good Reason (as defined below) or for reasons other than an act of misconduct (as described in Section 7 below) upon the occurrence of a Change in Control or within three (3) months prior thereto or twelve (12) months thereafter (a “ Termination Event ”), all of the unvested Options will vest immediately prior to the effective date of such Termination Event and the Options shall become fully exercisable. For purposes hereof, (i) “ Service ” means service to the Company or any of its Subsidiaries as an Employee, Director or Consultant, and (ii) “ Good Reason ” means any of the following (without your express written consent and provided you provide written notice stating in reasonable detail the basis for termination and a thirty (30)-day opportunity to cure to the Company): (i) a material reduction in your responsibilities or duties as such responsibilities or duties exist on the date that is three (3) months prior to the Change in Control, except in the event of a termination for an act of misconduct (as described in Section 7 below), death or disability or your resignation other than for Good Reason; (ii) a reduction of your base salary as it exists on the date that is three (3) months prior to the Change in Control unless such reduction (x) is in connection with concurrent and proportional reductions in the salaries of other employees of the Company, which reductions have been approved by the Board, and (y) reduce your base salary to no less than 80% of your base salary immediately before such reduction; or (iii) any relocation by the Company of your place of employment that would increase your one-way commute to the place of employment by more than fifty (50) miles when compared to your commute immediately prior to the relocation.

Employee

acts as agent to terminate such agency relationship, all Options not exercised as of the date the Committee was notified that you may have committed an act of misconduct shall be cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to the Options whatsoever. Any determination by the Committee with respect to the foregoing shall be final, conclusive, and binding on all interested parties.

8. Termination of Service .

(b) For purposes of this Section 8 , your Service is not deemed terminated if, prior to sixty (60) days after the date of termination of your Service, you are re-engaged by the Company or a Subsidiary on a basis that would make you eligible for future stock option grants, nor would your transfer from the Company to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Company be deemed a termination of your Service. Further, your provision of service as an employee, director or consultant to any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party shall be considered Service for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as providing Service for purposes of this provision.

9. Death .

(b) Except as expressly provided otherwise in these Standard Terms, if you die prior to three (3) months after your Service terminates for any reason, whether voluntarily or involuntarily, other than on account of Disablement, Retirement or discharge for misconduct, the executor of your will or administrator of your estate may exercise the Options, to the extent not previously exercised and to the extent the Options had vested on or prior to the date of your Service termination, at any time prior to one (1) year from the date of your Service termination.

(c) The Options shall terminate on the applicable expiration date described in this Section 9 , to the extent that they are unexercised.

Employee

10. Disability .

(a) Except as expressly provided otherwise in these Standard Terms, if your Service terminates as a result of Disablement, your Options will become one hundred percent (100%) vested upon the later of the date of termination of your Service due to your Disablement or the date of determination of your Disablement.

(b) The Options shall terminate one (1) year from the date of determination of Disablement, to the extent that they are unexercised.

You will receive vesting acceleration pursuant to either Standard Retirement or the Rule of 75, but not both. Except as expressly provided otherwise in these Standard Terms, following your Retirement from the Company or a Subsidiary, you may exercise the Options at any time prior to one (1) year from the date of your Retirement, to the extent that they had vested as of the date of your Retirement or to the extent that vesting of the Options is accelerated pursuant to this Section 11 . The Options shall terminate on the expiration of the one (1)-year period from your date of Retirement, to the extent that they are unexercised.

12. Tax Withholding .

(a) To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations

Employee

that arise by reason of an Option exercise and, if applicable, any sale of shares of Common Stock. The Company shall not be required to issue or lift any restrictions on shares of Common Stock or to recognize any purported transfer of shares of Common Stock until such obligations are satisfied. The Committee may permit these obligations to be satisfied by having the Company withhold a portion of the shares of Common Stock that otherwise would be issued to you upon exercise of the Options, or to the extent permitted by the Committee, by tendering shares of Common Stock previously acquired.

(b) You are ultimately liable and responsible for all taxes owed by you in connection with your Options, regardless of any action the Committee or the Company takes or any transaction pursuant to this Section 12 with respect to any tax withholding obligations that arise in connection with your Options. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of your Options or the subsequent sale of any of the shares of Common Stock underlying your Options that vest. The Company does not commit and is under no obligation to administer the 2014 Plan in a manner that reduces or eliminates your tax liability.

13. Transferability; Rights as a Stockholder .

(a) Unless otherwise provided by the Committee, each Option shall be transferable only:

(i) pursuant to your will or upon your death to your beneficiaries;

(ii) by gift to your Immediate Family (defined below), corporations whose only shareholders are you or members of your Immediate Family, partnerships whose only partners are you or members of your Immediate Family, limited liability companies whose only members are you or members of your Immediate Family, or trusts established solely for the benefit of you or members of your Immediate Family;

(iii) by gift to a foundation in which you and/or members of your Immediate Family control the management of the foundation’s assets; or

(iv) for charitable donations;

provided that such permitted assignee shall be bound by and subject to all of the terms and conditions of the Notice of Grant, these Standard Terms and the 2014 Plan relating to the transferred Options and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that you shall remain bound by the terms and conditions of the Notice of Grant, these Standard Terms and the 2014 Plan.

(b) For purposes of these Standard Terms, “ Immediate Family ” is defined as your spouse or domestic partner, children, grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings. With respect to transfers by gift under Section 13(a)(ii) , Options are transferable whether vested or not at the time of transfer. With respect to transfers by gift under Sections 13(a)(iii) or (iv) , Options are transferable only to the extent the Options are vested at the time of transfer. Any purported assignment, transfer or encumbrance that does not qualify under Section 13(a) shall be void and unenforceable against the Company.

Employee

Any Option transferred by you pursuant to Section 13(a) shall not be transferable by the recipient except by will or the laws of descent and distribution. The transferability of Options is subject to any applicable laws of your country of residence or employment.

(c) You will have the rights of a stockholder only after shares of Common Stock have been issued to you following exercise of your Options and satisfaction of all other conditions to the issuance of those shares as set forth in these Standard Terms. Options shall not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your Options. Options shall remain terminable pursuant to these Standard Terms at all times until they vest and are exercised for shares. As a condition to having the right to receive shares of Common Stock pursuant to the exercise of your Options, you acknowledge that unvested Options shall have no value for purposes of any aspect of your Service relationship with the Company.

15. Amendments . The 2014 Plan and the Options may be amended or altered by the Committee to the extent provided in the 2014 Plan.

16. Other Matters .

(a) Any prior agreements, commitments or negotiations concerning the Options are superseded by these Standard Terms and your Notice of Grant. You hereby acknowledge that a copy of the 2014 Plan has been made available to you. The grant of Options to you in any one year, or at any time, does not obligate the Company or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Company or any Subsidiary might make a grant in any future year or in any given amount.

(d) Nothing contained in these Standard Terms creates or implies an employment contract or term of employment upon which you may rely.

Employee

(f) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2014 Plan to the contrary, if the Company determines, based upon the advice of the tax advisors for the Company, that part or all of the consideration, compensation or benefits to be paid to you pursuant to the Options constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “ Parachute Amount ”) exceeds 2.99 times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “ Base Amount ”), the amounts constituting “parachute payments” which would otherwise be payable to you or for your benefit shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Base Amount (the “ Reduced Amount ”). In the event of a reduction of the payments that would otherwise be paid to you, then the Company may elect which and how much of any particular entitlement shall be eliminated or reduced and shall notify you promptly of such election; provided , however , that the aggregate reduction shall be no more than as set forth in the preceding sentence of this Section 16(f) . Within ten (10) days following such election, the Company shall pay you such amounts as are then due pursuant to the Options and shall pay you in the future such amounts as become due pursuant to the Options. As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made (“ Overpayment ”) or that additional payments which are not made by the Company pursuant to this Section 16(f) should have been made (“ Underpayment ”). In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you that you shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law pursuant to which an Underpayment arises

Employee

under this Agreement, any such Underpayment shall be promptly paid by the Company to you or for your benefit, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(h) Copies of the Company’s Annual Report to Stockholders for its latest fiscal year and the Company’s latest quarterly report are available, without charge, at the Company’s business office.

	Resonant Inc.
	460 Ward Drive, Suite D
	Santa Barbara, CA 93111
	Attention: 2014 Plan Committee

Employee

EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of the option)

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Attention: 2014 Plan Committee

1. Exercise of Option . The undersigned (the “ Optionee ”), the holder of the enclosed Non-qualified Stock Option Agreement, hereby irrevocably elects to exercise the purchase rights represented by the options and to purchase thereunder * shares (the “ Shares ”) of Common Stock of Resonant Inc. (the “ Company ”), and herewith encloses, in full payment of the purchase price of such shares being purchased, payment of (check all that apply):

o $ in lawful money of the United States of America; and/or

o shares of the Company’s common stock; and/or

o irrevocable instructions to a broker pursuant to a sale and remittance program approved by the Committee; and/or

o shares of the Company’s common stock pursuant to the net issue exercise provisions of Section 4(b)(iv) of the Non-qualified Stock Option Agreement.

2. Investment and Taxation Representations . In connection with the purchase of the Shares pursuant to the Non-qualified Stock Option Agreement, Optionee represents to the Company the following:

Employee

I ACKNOWLEDGE AND AGREE THAT THE SHARES ARE SUBJECT TO THE TERMS OF THE STANDARD TERMS INCLUDED WITH THE NOTICE OF NON-QUALIFIED STOCK OPTION GRANT.

Dated:



			(Signature must conform in all respects to name of holder as specified on the face of the Option)


			(Please Print Name)


			(Address)

Non-Employee Director

RESONANT INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

Non-Employee Director

RESONANT INC.
2014 OMNIBUS INCENTIVE PLAN

NOTICE OF NON-QUALIFIED STOCK OPTION GRANT

Name of Optionee:

Total Number of Shares Granted:

Exercise Price Per Share:	$

Grant Date:

Vesting Commencement Date:

Vesting Schedule:

Expiration Date:

By your signature and the signature of the Company’s representative below, you and the Company agree that the Options are granted under and governed by the terms and conditions of the Resonant Inc. 2014 Omnibus Incentive Plan (a copy of which has been provided to you) and the Non-qualified Stock Option Agreement, which is attached hereto, both of which are made a part of this document.

Optionee:				Resonant Inc.


By:				By:


Name:				Its:

Non-Employee Director

RESONANT INC.

2014 OMNIBUS INCENTIVE PLAN

Non-Qualified Stock Option Agreement

2. Non-qualified Stock Options . The Options are not intended to be incentive stock options under Section 422 of the Code and will be interpreted accordingly.

3. Price . The exercise price of the Options (the “ option price ”) is 100% of the market value of Common Stock on the date of grant, as specified in the Notice of Grant.

4. Term and Exercise .

(a) To the extent the Options have become exercisable (vested) during the periods indicated in the Notice of Grant and have not been previously exercised, and subject to termination or acceleration as provided in these Standard Terms and the requirements of these Standard Terms, the Notice of Grant and the 2014 Plan, you may exercise the Options to purchase up to the number of shares of Common Stock set forth in the Notice of Grant by delivering a written notice in the form of Exhibit A attached hereto (“ Notice of Exercise ”) to the Company in the manner specified pursuant to Section 14(i) hereof. Such Notice of Exercise shall specify the election to exercise Options, the number of shares of Common Stock for which they are being exercised and the form of payment, which must comply with Section 4(b) . The Notice of Exercise shall be signed by the person who is entitled to exercise Options. In the event that Options are to be exercised by the Optionee’s representative, the Notice of Exercise shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise Options. Options shall be deemed exercised with respect to the number of shares of Common Stock subject to a proper Notice of Exercise upon receipt by the Company of the duly executed Notice of Exercise and payment of the option price of such shares of Common Stock in accordance with Section 4(b) . Notwithstanding anything to the contrary in Section 5 or Sections 7 through 9 hereof, no part of the Options may be exercised after the Expiration Date set forth in the Notice of Grant.

(i) in cash;

(ii) by delivery of already owned shares of Common Stock;

Non-Employee Director

(iii) through payment under a broker-assisted sale and remittance program acceptable to the Committee;

(iv) through net issue exercise based on the following formula:

Net Number = (A x B) - (A x C)
B

For purposes of the foregoing formula:

A = the total number of shares with respect to which the Options are then being exercised.

B = the market value of Common Stock on the date immediately preceding the date of the Notice of Exercise.

C = the option price then in effect at the time of such exercise.

(v) by delivery of any other lawful consideration approved in advance by the Committee; or

(vi) in any combination of the foregoing.

Non-Employee Director

(f) IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKDAY, YOU MUST EXERCISE YOUR OPTIONS BEFORE 12:00 P.M. LOS ANGELES TIME ON THE EXPIRATION DATE.

5. Leaves of Absence . For any purpose under these Standard Terms, your Service shall be deemed to continue while you are on a bona fide leave of absence, to the extent required by applicable law. To the extent applicable law does not require such a leave to be deemed to continue your Service such Service shall be deemed to continue if, and only if, expressly provided in writing by the Committee or an executive officer of the Company or Subsidiary for whom you provide Service. For purposes hereof, “ Service ” means service to the Company or any of its Subsidiaries as a Director, Employee or Consultant.

6. Suspension or Termination of Options for Misconduct . If at any time (including after a Notice of Exercise has been delivered) the Committee reasonably believes that you have committed an act of misconduct as described in this Section, the Committee may suspend the vesting of and your right to exercise your Options pending a determination of whether an act of misconduct has been committed. If the Committee determines that you have committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company rules resulting in loss, damage or injury to the Company, or if you make an unauthorized disclosure of any Company trade secret or confidential information, engage in any conduct constituting unfair competition, induce any customer to breach a contract with the Company or induce any principal for whom the Company acts as agent to terminate such agency relationship, all Options not exercised as of the date the Committee was notified that you may have committed an act of misconduct shall be cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to the Options whatsoever. Any determination by the Committee with respect to the foregoing shall be final, conclusive, and binding on all interested parties.

7. Termination of Service .

(a) Except as expressly provided otherwise in these Standard Terms, if your Service terminates for any reason (including retirement), whether voluntarily or involuntarily, other than on account of death, Disablement (defined below) or discharge for misconduct, your Options will become one hundred percent (100%) vested, and you may exercise the Options, to the extent not previously exercised, at any time prior to five (5) years after the date of such termination. The Options shall terminate on the expiration of the five (5)-year period to the extent that they are unexercised.

Non-Employee Director

from a Subsidiary to the Company be deemed a termination of your Service. Further, your provision of service as an director, employee or consultant to any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party shall be considered Service for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as providing Service for purposes of this provision.

8. Death .

(b) The Options shall terminate on the applicable expiration date described in this Section 8 , to the extent that they are unexercised.

9. Disability .

(b) The Options shall terminate five (5) years from the date of determination of Disablement, to the extent that they are unexercised.

10. Tax Withholding .

Non-Employee Director

you upon exercise of the Options, or to the extent permitted by the Committee, by tendering shares of Common Stock previously acquired.

(b) You are ultimately liable and responsible for all taxes owed by you in connection with your Options, regardless of any action the Committee or the Company takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with your Options. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of your Options or the subsequent sale of any of the shares of Common Stock underlying your Options that vest. The Company does not commit and is under no obligation to administer the 2014 Plan in a manner that reduces or eliminates your tax liability.

11. Transferability; Rights as a Stockholder .

(a) Unless otherwise provided by the Committee, each Option shall be transferable only:

(i) pursuant to your will or upon your death to your beneficiaries;

(iii) by gift to a foundation in which you and/or members of your Immediate Family control the management of the foundation’s assets; or

(iv) for charitable donations;

(b) For purposes of these Standard Terms, “ Immediate Family ” is defined as your spouse or domestic partner, children, grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings. With respect to transfers by gift under Section 11(a)(ii) , Options are transferable whether vested or not at the time of transfer. With respect to transfers by gift under Sections 11(a)(iii) or (iv) , Options are transferable only to the extent the Options are vested at the time of transfer. Any purported assignment, transfer or encumbrance that does not qualify under Section 11(a) shall be void and unenforceable against the Company. Any Option transferred by you pursuant to Section 11(a) shall not be transferable by the recipient except by will or the laws of descent and distribution. The transferability of Options is subject to any applicable laws of your country of residence or employment.

Non-Employee Director

12. Disputes . Any question concerning the interpretation of these Standard Terms, your Notice of Grant, the Options or the 2014 Plan, any adjustments required to be made thereunder, and any controversy that may arise under the Standard Terms, your Notice of Grant, the Options or the 2014 Plan shall be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee shall be final and binding unless determined pursuant to Section 14(g) to have been arbitrary and capricious.

13. Amendments . The 2014 Plan and the Options may be amended or altered by the Committee to the extent provided in the 2014 Plan.

14. Other Matters .

(d) Nothing contained in these Standard Terms creates or implies an employment contract or term of employment upon which you may rely.

Non-Employee Director

payments or benefits received or to be received by you pursuant to the Options would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Options until the earliest of (A) the date which is six (6) months after your “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 14(e) shall only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Options would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

(f) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2014 Plan to the contrary, if the Company determines, based upon the advice of the tax advisors for the Company, that part or all of the consideration, compensation or benefits to be paid to you pursuant to the Options constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “ Parachute Amount ”) exceeds 2.99 times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “ Base Amount ”), the amounts constituting “parachute payments” which would otherwise be payable to you or for your benefit shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Base Amount (the “ Reduced Amount ”). In the event of a reduction of the payments that would otherwise be paid to you, then the Company may elect which and how much of any particular entitlement shall be eliminated or reduced and shall notify you promptly of such election; provided , however , that the aggregate reduction shall be no more than as set forth in the preceding sentence of this Section 14(f) . Within ten (10) days following such election, the Company shall pay you such amounts as are then due pursuant to the Options and shall pay you in the future such amounts as become due pursuant to the Options. As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made (“ Overpayment ”) or that additional payments which are not made by the Company pursuant to this Section 14(f) should have been made (“ Underpayment ”). In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you that you shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to you or for your benefit, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

Non-Employee Director

(h) Copies of the Company’s Annual Report to Stockholders for its latest fiscal year and the Company’s latest quarterly report are available, without charge, at the Company’s business office.

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Attention: 2014 Plan Committee

Non-Employee Director

EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of the option)

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Attention: 2014 Plan Committee

o $ in lawful money of the United States of America; and/or

o shares of the Company’s common stock; and/or

o irrevocable instructions to a broker pursuant to a sale and remittance program approved by the Committee; and/or

o shares of the Company’s common stock pursuant to the net issue exercise provisions of Section 4(b)(iv) of the Non-qualified Stock Option Agreement.

2. Investment and Taxation Representations . In connection with the purchase of the Shares pursuant to the Non-qualified Stock Option Agreement, Optionee represents to the Company the following:

Non-Employee Director

I ACKNOWLEDGE AND AGREE THAT THE SHARES ARE SUBJECT TO THE TERMS OF THE STANDARD TERMS INCLUDED WITH THE NOTICE OF NON-QUALIFIED STOCK OPTION GRANT.

Dated:


	(Signature must conform in all respects to name of holder as specified on the face of the Option)


	(Please Print Name)


	(Address)

Employee

RESONANT INC.

RESTRICTED STOCK UNIT AGREEMENT

Employee

RESONANT INC. 2014 OMNIBUS INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

You have been granted the following Restricted Stock Units (“ RSUs ”) for shares of common stock, par value $0.001 per share (“ Common Stock ”), of Resonant Inc. (“ Resonant ” or the “ Company ”):

Name of Recipient:

Total Number of RSUs:	For	shares of Common Stock

Value of Stock on Grant Date:	$

Grant Date:

Vesting Commencement Date:

Vesting Schedule:

By your signature and the signature of the Company’s representative below, you and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Resonant Inc. 2014 Omnibus Incentive Plan (a copy of which has been provided to you) and the Restricted Stock Unit Agreement, which is attached hereto, both of which are made a part of this document.

Recipient:				Resonant Inc.


By:				By:

Name:				Its:

Employee

RESONANT INC.

2014 OMNIBUS INCENTIVE PLAN

Restricted Stock Unit Agreement

1. Terms . Unless provided otherwise in the Notice of Restricted Stock Unit Grant (“ Notice of Grant ”), the following standard terms and conditions (“ Standard Terms ”) apply to Restricted Stock Units (“ RSUs ”) granted to you under the Resonant Inc. 2014 Omnibus Incentive Plan (the “ 2014 Plan ”). Your Notice of Grant, these Standard Terms and the 2014 Plan constitute the entire understanding between you and Resonant. Capitalized and other terms used herein without definition shall have the meanings ascribed thereto in the 2014 Plan.

2. Vesting of RSUs .

(a) Provided that you continuously provide Service (as defined below) to the Company from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs shall vest and be converted into the right to receive the number of shares of Common Stock specified on the Notice of Grant with respect to such vesting date, except as otherwise provided in these Standard Terms. If a vesting date falls on a weekend or any other day on which The Nasdaq Stock Market (“ NASDAQ ”) is not open, affected RSUs shall vest on the next following NASDAQ business day.

(b) RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and these Standard Terms. Upon termination of your Service for any reason, any unvested RSUs (after giving effect to any acceleration of vesting resulting from such termination of Service) will be cancelled.

(c) For the purposes of these Standard Terms, the term “ Service ” means service to the Company or any of its Subsidiaries as an Employee, Director or Consultant.

3. Conversion into Common Stock .

(a) Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 11 of these Standard Terms and you have completed, signed and returned any documents and taken any additional action that the Committee deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Company or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Committee. In no event will the Company be obligated to issue a fractional share.

(b) Notwithstanding the foregoing, (i) the Company shall not be obligated to deliver any shares of Common Stock during any period when the Committee determines that the conversion of an RSU or the delivery of shares hereunder would violate any federal, state or other applicable laws and/or may issue shares subject to any restrictive legends that, as

Employee

determined by the Company’s counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters.

(c) Notwithstanding anything to the contrary in these Standard Terms or the applicable Notice of Grant, the Committee may reduce your unvested RSUs if you change your employment classification from a full-time employee to a part-time employee.

(d) The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant shall be adjusted for stock splits and similar matters as specified in and pursuant to the 2014 Plan.

4. Change in Control . In the event that your Service is terminated for Good Reason (as defined below) or for reasons other than an act of misconduct (as described in Section 6 below) upon the occurrence of a Change in Control or within three (3) months prior thereto or twelve (12) months thereafter (a “ Termination Event ”), all unvested RSUs will vest immediately prior to the effective date of such Termination Event. For purposes hereof, “ Good Reason ” means any of the following (without your express written consent and provided you provide written notice stating in reasonable detail the basis for termination and a thirty (30)-day opportunity to cure to the Company): (i) a material reduction in your responsibilities or duties as such responsibilities or duties exist on the date that is three (3) months prior to the Change in Control, except in the event of a termination for an act of misconduct (as described in Section 6 below), death or disability or your resignation other than for Good Reason; (ii) a reduction of your base salary as it exists on the date that is three (3) months prior to the Change in Control unless such reduction (x) is in connection with concurrent and proportional reductions in the salaries of other employees of the Company, which reductions have been approved by the Board, and (y) reduce your base salary to no less than 80% of your base salary immediately before such reduction; or (iii) any relocation by the Company of your place of employment that would increase your one-way commute to the place of employment by more than fifty (50) miles when compared to your commute immediately prior to the relocation.

6. Suspension or Termination of RSUs for Misconduct . If at any time the Committee reasonably believes that you have committed an act of misconduct as described in this Section 6, the Committee may suspend the vesting of your RSUs pending a determination of whether an act of misconduct has been committed. If the Committee determines that you have committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company rules resulting in loss, damage or injury to the Company, or if you make an unauthorized disclosure of any Company trade secret or confidential information, engage in any conduct constituting unfair competition, induce any

Employee

customer to breach a contract with the Company or induce any principal for whom the Company acts as agent to terminate such agency relationship, all RSUs not vested as of the date the Committee was notified that you may have committed an act of misconduct shall be cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee with respect to the foregoing shall be final, conclusive, and binding on all interested parties.

7. Termination of Service .

(b) For purposes of this Section 7 , your Service is not deemed terminated if, prior to sixty (60) days after the date of termination of your Service, you are re-engaged by the Company or a Subsidiary on a basis that would make you eligible for future RSU grants, nor would your transfer from the Company to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Company be deemed a termination of your Service. Further, your provision of service as an employee, director or consultant to any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party shall be considered Service for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as providing Service for purposes of this provision.

8. Death . If you die while you are a Service provider, your RSUs will become one hundred percent (100%) vested.

9. Disability .

(a) Except as expressly provided otherwise in these Standard Terms, if your Service terminates as a result of Disablement, your RSUs will become one hundred percent (100%) vested upon the later of the date of termination of your Service due to your Disablement or the date of determination of your Disablement.

(b) For purposes of these Standard Terms, “ Disablement ” means your inability to perform the essential duties, responsibilities and functions of your position with the Company or a Subsidiary for a continuous period of one hundred eighty (180) days as a result of any mental or physical disability or incapacity, as determined under the definition of disability in the Company’s long-term disability plan so as to qualify you for benefits under the terms of that plan or as determined by the Committee to the extent that no such plan is then in effect. You shall cooperate in all respects with the Company if a question arises as to whether you have become disabled (including, without limitation, submitting to an examination by a medical doctor or other health care specialist selected by the Company and authorizing such medical doctor or such other health care specialist to discuss your condition with the Company).

Employee

10. Retirement . For purposes of these Standard Terms, “ Retirement ” shall mean either Standard Retirement (as defined below) or the Rule of 75 (as defined below). Upon your Retirement, the vesting of your RSUs, to the extent that they had not vested on or prior to the date of your Retirement, shall be accelerated as follows:

(b) If, when you terminate Service, your age plus years of Service (in each case measured in complete, whole years) equals or exceeds seventy-five (75) (“ Rule of 75 ”), you will receive accelerated vesting of any portion of the RSUs that would have vested prior to one (1) year from the date of your Retirement.

You will receive vesting acceleration pursuant to either Standard Retirement or the Rule of 75, but not both. Remaining unvested RSUs shall be cancelled as of the date of your Retirement.

11. Tax Withholding .

(a) To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of vesting of an RSU and, if applicable, any sale of shares of Common Stock. The Company shall not be required to issue or lift any restrictions on shares of Common Stock or to recognize any purported transfer of shares of Common Stock until such obligations are satisfied. The Committee may permit these obligations to be satisfied by having the Company withhold a portion of the shares of Common Stock that otherwise would be issued to you upon vesting of the RSUs, or to the extent permitted by the Committee, by tendering shares of Common Stock previously acquired.

(b) You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Committee or the Company takes or any transaction pursuant to this Section 11 with respect to any tax withholding obligations that arise in connection with your RSUs. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of your RSUs or the subsequent sale of any of the shares of Common Stock underlying your RSUs that vest. The Company does not commit and is under no obligation to administer the Plan in a manner that reduces or eliminates your tax liability.

12. Transferability; Rights as a Stockholder .

(a) Unless otherwise provided by the Committee, each RSU shall be transferable only:

(i) pursuant to your will or upon your death to your beneficiaries;

(ii) by gift to your Immediate Family (defined below), corporations whose only shareholders are you or members of your Immediate Family, partnerships whose only

Employee

partners are you or members of your Immediate Family, limited liability companies whose only members are you or members of your Immediate Family, or trusts established solely for the benefit of you or members of your Immediate Family;

(iii) by gift to a foundation in which you and/or members of your Immediate Family control the management of the foundation’s assets; or

(iv) for charitable donations;

provided that such permitted assignee shall be bound by and subject to all of the terms and conditions of the Notice of Grant, these Standard Terms and the 2014 Plan relating to the transferred RSUs and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided, further, that you shall remain bound by the terms and conditions of the Notice of Grant, these Standard Terms and the 2014 Plan.

(b) For purposes of these Standard Terms, “ Immediate Family ” is defined as your spouse or domestic partner, children, grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings. Any purported assignment, transfer or encumbrance that does not qualify under Section 12(a) above shall be void and unenforceable against the Company. Any RSU transferred by you pursuant to this section shall not be transferable by the recipient except by will or the laws of descent and distribution. The transferability of RSUs is subject to any applicable laws of your country of residence or employment.

(c) You will have the rights of a stockholder only after shares of Common Stock have been issued to you following vesting of your RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in these Standard Terms. RSUs shall not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your RSUs. RSUs shall remain terminable pursuant to these Standard Terms at all times until they vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs shall have no value for purposes of any aspect of your Service relationship with the Company.

13. Disputes . Any question concerning the interpretation of these Standard Terms, your Notice of Grant, the RSUs or the 2014 Plan, any adjustments required to be made thereunder, and any controversy that may arise under the Standard Terms, your Notice of Grant, the RSUs or the 2014 Plan shall be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee shall be final and binding unless determined pursuant to Section 15(g) to have been arbitrary and capricious.

14. Amendments . The 2014 Plan and RSUs may be amended or altered by the Committee to the extent provided in the 2014 Plan.

15. Other Matters .

(a) Any prior agreements, commitments or negotiations concerning the RSUs are superseded by these Standard Terms and your Notice of Grant. You hereby acknowledge that a

Employee

copy of the 2014 Plan has been made available to you. The grant of RSUs to you in any one year, or at any time, does not obligate the Company or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Company or any Subsidiary might make a grant in any future year or in any given amount.

(b) RSUs are not part of your Service contract (if any, unless otherwise specified therein), your salary, your normal or expected compensation, or other remuneration for any purposes, including for purposes of computing severance pay or other termination compensation or indemnity.

(c) Notwithstanding any other provision of these Standard Terms, if any changes in the financial or tax accounting rules applicable to the RSUs covered by these Standard Terms shall occur which, in the sole judgment of the Committee, may have an adverse effect on the reported earnings, assets or liabilities of the Company, the Committee may, in its sole discretion, modify these Standard Terms or cancel and cause a forfeiture with respect to any unvested RSUs at the time of such determination.

(d) Nothing contained in these Standard Terms creates or implies an employment contract or term of employment upon which you may rely.

(e) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2014 Plan to the contrary, if, at the time of your termination of Service with the Company, you are a “specified employee” as defined in Section 409A of the Code, and one or more of the payments or benefits received or to be received by you pursuant to the RSUs would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the RSUs until the earliest of (A) the date which is six (6) months after your “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 15(e) shall only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

Employee

payments” which would otherwise be payable to you or for your benefit shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Base Amount (the “ Reduced Amount ”). In the event of a reduction of the payments that would otherwise be paid to you, then the Company may elect which and how much of any particular entitlement shall be eliminated or reduced and shall notify you promptly of such election; provided , however , that the aggregate reduction shall be no more than as set forth in the preceding sentence of this Section 15(f) . Within ten (10) days following such election, the Company shall pay you such amounts as are then due pursuant to the RSUs and shall pay you in the future such amounts as become due pursuant to the RSUs. As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made (“ Overpayment ”) or that additional payments which are not made by the Company pursuant to this Section 15(f) should have been made (“ Underpayment ”). In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you that you shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to you or for your benefit, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(g) Because these Standard Terms relate to terms and conditions under which you may be issued shares of Common Stock, an essential term of these Standard Terms is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to these Standard Terms or the RSUs granted hereunder shall be brought in the state or federal courts of competent jurisdiction in the State of California.

(h) Copies of the Company’s Annual Report to Stockholders for its latest fiscal year and the Company’s latest quarterly report are available, without charge, at the Company’s business office.

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Attention: 2014 Plan Committee

Non-Employee Director

RESONANT INC.

RESTRICTED STOCK UNIT AGREEMENT

Non-Employee Director

RESONANT INC. 2014 OMNIBUS INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Name of Recipient:

Total Number of RSUs:	For	shares of Common Stock

Value of Stock on Grant Date:	$

Grant Date:

Vesting Commencement Date:

Vesting Schedule:

Recipient:				Resonant Inc.


By:				By:

Name:				Its:

Non-Employee Director

RESONANT INC.

2014 OMNIBUS INCENTIVE PLAN

Restricted Stock Unit Agreement

2. Vesting of RSUs .

(c) For the purposes of these Standard Terms, the term “ Service ” means service to the Company or any of its Subsidiaries as an Employee, Director or Consultant.

3. Conversion into Common Stock .

(a) Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 9 of these Standard Terms and you have completed, signed and returned any documents and taken any additional action that the Committee deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Company or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Committee. In no event will the Company be obligated to issue a fractional share.

Non-Employee Director

4. Leaves of Absence . For any purpose under these Standard Terms, your Service shall be deemed to continue while you are on a bona fide leave of absence, to the extent required by applicable law. To the extent applicable law does not require such a leave to be deemed to continue your Service such Service shall be deemed to continue if, and only if, expressly provided in writing by the Committee or an executive officer of the Company or Subsidiary for whom you provide Service.

5. Suspension or Termination of RSUs for Misconduct . If at any time the Committee reasonably believes that you have committed an act of misconduct as described in this Section 5, the Committee may suspend the vesting of your RSUs pending a determination of whether an act of misconduct has been committed. If the Committee determines that you have committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of Company rules resulting in loss, damage or injury to the Company, or if you make an unauthorized disclosure of any Company trade secret or confidential information, engage in any conduct constituting unfair competition, induce any customer to breach a contract with the Company or induce any principal for whom the Company acts as agent to terminate such agency relationship, all RSUs not vested as of the date the Committee was notified that you may have committed an act of misconduct shall be cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee with respect to the foregoing shall be final, conclusive, and binding on all interested parties.

6. Termination of Service .

(b) For purposes of this Section 6 , your Service is not deemed terminated if, prior to sixty (60) days after the date of termination of your Service, you are re-engaged by the Company or a Subsidiary on a basis that would make you eligible for future RSU grants, nor would your transfer from the Company to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Company be deemed a termination of your Service. Further, your provision of

Non-Employee Director

service as an employee, director or consultant to any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party shall be considered Service for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as providing Service for purposes of this provision.

7. Death . If you die while you are a Service provider, your RSUs will become one hundred percent (100%) vested.

8. Disability .

9. Tax Withholding .

(a) To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of vesting of an RSU and, if applicable, any sale of shares of Common Stock. The Company shall not be required to issue or lift any restrictions on shares of Common Stock or to recognize any purported transfer of shares of Common Stock until such obligations are satisfied. The Committee may permit these obligations to be satisfied by having the Company withhold a portion of the shares of Common Stock that otherwise would be issued to you upon vesting of the RSUs, or to the extent permitted by the Committee, by tendering shares of Common Stock previously acquired.

(b) You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Committee or the Company takes or any transaction pursuant to this Section 9 with respect to any tax withholding obligations that arise in connection with your RSUs. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of your RSUs or the subsequent sale of any of the shares of Common Stock underlying your RSUs that vest. The Company does not commit and is under no obligation to administer the Plan in a manner that reduces or eliminates your tax liability.

Non-Employee Director

10. Transferability; Rights as a Stockholder .

(a) Unless otherwise provided by the Committee, each RSU shall be transferable only:

(i) pursuant to your will or upon your death to your beneficiaries;

(iii) by gift to a foundation in which you and/or members of your Immediate Family control the management of the foundation’s assets; or

(iv) for charitable donations;

provided that such permitted assignee shall be bound by and subject to all of the terms and conditions of the Notice of Grant, these Standard Terms and the 2014 Plan relating to the transferred RSUs and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided, further, that you shall remain bound by the terms and conditions of the Notice of Grant, these Standard Terms and the 2014 Plan.

(b) For purposes of these Standard Terms, “ Immediate Family ” is defined as your spouse or domestic partner, children, grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings. Any purported assignment, transfer or encumbrance that does not qualify under Section 10(a) above shall be void and unenforceable against the Company. Any RSU transferred by you pursuant to this section shall not be transferable by the recipient except by will or the laws of descent and distribution. The transferability of RSUs is subject to any applicable laws of your country of residence or employment.

11. Disputes . Any question concerning the interpretation of these Standard Terms, your Notice of Grant, the RSUs or the 2014 Plan, any adjustments required to be made thereunder, and any controversy that may arise under the Standard Terms, your Notice of Grant, the RSUs or the 2014 Plan shall be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the

Non-Employee Director

Committee shall be final and binding unless determined pursuant to Section 13(g) to have been arbitrary and capricious.

12. Amendments . The 2014 Plan and RSUs may be amended or altered by the Committee to the extent provided in the 2014 Plan.

13. Other Matters .

(a) Any prior agreements, commitments or negotiations concerning the RSUs are superseded by these Standard Terms and your Notice of Grant. You hereby acknowledge that a copy of the 2014 Plan has been made available to you. The grant of RSUs to you in any one year, or at any time, does not obligate the Company or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Company or any Subsidiary might make a grant in any future year or in any given amount.

(d) Nothing contained in these Standard Terms creates or implies an employment contract or term of employment upon which you may rely.

(e) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2014 Plan to the contrary, if, at the time of your termination of Service with the Company, you are a “specified employee” as defined in Section 409A of the Code, and one or more of the payments or benefits received or to be received by you pursuant to the RSUs would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the RSUs until the earliest of (A) the date which is six (6) months after your “separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or effective control” of the Company (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 13(e) shall only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

Non-Employee Director

(f) Notwithstanding any provision of these Standard Terms, the Notice of Grant or the 2014 Plan to the contrary, if the Company determines, based upon the advice of the tax advisors for the Company, that part or all of the consideration, compensation or benefits to be paid to you pursuant to the RSUs constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “ Parachute Amount ”) exceeds 2.99 times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “ Base Amount ”), the amounts constituting “parachute payments” which would otherwise be payable to you or for your benefit shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Base Amount (the “ Reduced Amount ”). In the event of a reduction of the payments that would otherwise be paid to you, then the Company may elect which and how much of any particular entitlement shall be eliminated or reduced and shall notify you promptly of such election; provided , however , that the aggregate reduction shall be no more than as set forth in the preceding sentence of this Section 15(f) . Within ten (10) days following such election, the Company shall pay you such amounts as are then due pursuant to the RSUs and shall pay you in the future such amounts as become due pursuant to the RSUs. As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made (“ Overpayment ”) or that additional payments which are not made by the Company pursuant to this Section 15(f) should have been made (“ Underpayment ”). In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you that you shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. In the event of a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations or tax law pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to you or for your benefit, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(h) Copies of the Company’s Annual Report to Stockholders for its latest fiscal year and the Company’s latest quarterly report are available, without charge, at the Company’s business office.

Non-Employee Director

to you at the address set forth in the records of the Company. Notice shall be addressed to the Company at:

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Attention: 2014 Plan Committee

Exhibit 10.03

June 17, 2013

PERSONAL & CONFIDENTIAL

To: Terry Lingren

Re: Employment Terms

Dear Terry:

We are very pleased that you have accepted our offer of full-time employment.

Your start date is the date of this letter (this “ Letter ”).

Your title is Chief Executive Officer, in which capacity you serve not only Resonant Inc., a Delaware corporation, but also its subsidiaries and affiliates from time to time (individually and collectively, the “ Company ”). You report to the Company’s Board of Directors (the “ Board ”). You will have the authority and responsibilities customarily afforded to persons with your title.

Your annual base salary is $200,000 (the “ Annual Base Salary ”), payable in accordance with the Company’s regular schedule for paying its employees, but in any event not less than twice per month. Any bonus compensation will be payable in the sole discretion of the Board.

You shall be entitled to paid vacation in accordance with the Company’s vacation policy as applicable to all of its employees generally. You may take your vacation at such times as you and the Company reasonably agree. In this regard, the Company would appreciate as much advance warning of your vacation time as reasonably possible so that your duties can be covered by others in your absence. You also will be entitled to take the Company’s paid holidays (typically not less than ten (10) days per year).

Your place of employment is at the Company’s principal offices in Santa Barbara, California, but you may be required to travel from time to time in accordance with Company policy.

You shall devote substantially all of your business time, energy, skill, and efforts to faithfully and diligently further the business interests of the Company. Notwithstanding the immediately preceding sentence, but subject to the restrictions set forth in this Agreement and the Stockholders Agreement of even date among, inter alia, you and the Company (the “ Stockholders Agreement ”), you (i) shall not be required to spend any specific amount of time at the Company’s offices so long as you use reasonable judgment in determining the amount of time you spend performing duties outside of the Company’s offices and remain in reasonable contact by telephone or computer, (ii) may make and manage personal business investments of your choice, (iii) may serve on the boards of directors (or other bodies serving similar functions) of other companies, and (iv) may serve in any non-employee capacity with any civic, educational, professional, religious or charitable organization, or any governmental entity or trade association, so long as such activities do not materially interfere with the performance of your duties and responsibilities to the Company.

Terry Lingren

June 17, 2013

Page 2 of 3

You will be entitled to participate in the benefit plans that the Company generally makes available to its employees, including, without limitation, its group health insurance program, in each case in accordance with the terms thereof, which may change from time to time.

Concurrently with the execution of this Letter, you are executing the Employee Confidential Information, Nonsolicitation and Invention Assignment Agreement attached hereto as Exhibit A (the “Employee Confidential Information Agreement ”) and the Mutual Agreement to Arbitrate Claims attached hereto as Exhibit B (the “ Mutual Agreement to Arbitrate Claims ”).

Your employment at the Company is on an at-will basis. This means that you have the right to terminate your employment at any time with or without cause or notice, and the Company reserves for itself an equal right. Upon any termination of your employment, you will be entitled to receive:

· Annual Base Salary earned but unpaid as of your termination or resignation date;

· Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;

· Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and

· Any amounts or benefits under any Company compensation, incentive, or benefit plans vested but not paid as of your termination or resignation date (according to the payment provisions of such plans).

For purposes of Section 5.02(h) the Stockholders Agreement, your employment will be deemed to have been (a) “voluntarily terminated” only if you terminate your employment without Good Reason (as defined below) and (b) “involuntarily terminated for cause” only if the Company terminates your employment for Cause (as defined below).

For purposes of this Letter, (a) “ Good Reason ” means a termination of employment by you where Cause does not exist and on account of any of the following events: (i) a more than de minimis diminution in the character, scope or amount, as applicable, of your duties, Annual Base Salary, responsibilities, or authority; (ii) your reassignment without your consent to a geographic location in excess of thirty-five (35) miles from the Company’s then-current principal place of business, which relocation materially adversely affects your commute based on your primary residence as of the date the reassignment is announced; or (iii) the Company’s material breach of this Letter; provided, however, that for an event to constitute an event of Good Reason, (A) you must provide the Company with written notice of your intent to terminate employment and a description of the event you believe constitutes Good Reason within thirty (30) days after the initial existence of the event and (B) the Company shall have ninety (90) days after you provide the notice described above to cure the event that constitutes Good Reason (the “ Cure Period ”). You will have ninety (90) days following the end of the Cure Period to terminate your employment (if the underlying event remains uncured at the time of termination), after which Good Reason will no longer exist; and (b) “ Cause ” means you: (i) engaged in gross negligence or willful misconduct in the performance of your duties or willfully or repeatedly failed or refused to perform your duties (including without limitation any duty reasonably requested in the course of your employment ( e.g. , pursuant to a Board directive)), provided such duties are consistent with your title and position; (ii) engaged in one or more acts of fraud that caused, or is reasonably likely

Terry Lingren

June 17, 2013

Page 3 of 3

to cause, more than de minimis harm to the Company, including its business or reputation; (iii) materially violated any of the Company’s lawful and material policies or procedures of which you had prior written notice or any laws, regulations or rules that are material to the Company’s business; (iv) materially breached this Letter or the Employee Confidential Information Agreement (as defined below); (v) committed, were indicted on charges related to, convicted of, or pled guilty or no contest to (A) a felony (other than for one or more traffic violations) or (B) a crime involving dishonesty that caused, or is reasonable likely to cause, more than de minimis harm to the Company, including without limitation its business or reputation; or (vi) breached your fiduciary duties to the Company; provided, however, that a termination shall not be a termination for Cause with respect to any event or circumstance described in clauses (i), (ii), or (iv) that is reasonably susceptible of cure (as determined by the Board in its reasonable discretion) (a “ Curable Event ”) unless ( a ) you have been given written notice of the Curable Event and at least ten (10) business days to cure and ( b ) the Curable Event or circumstance remains uncured at the end of such ten (10) business day period; provided, however, that if such failure to cure cannot reasonably be remedied within such ten (10) business day period (as determined by the Board in its reasonable discretion), it shall not constitute Cause hereunder if you shall commence such remedy within such ten (10) business day period and thereafter diligently pursue such remedy and cause its completion within thirty (30) days thereafter.

This Letter, the Confidential Information Agreement and the Mutual Agreement to Arbitrate Claims set forth the entire agreement with respect to your employment, and, upon your signature, shall supersede any prior agreements between you and the Company on the subject, whether written or oral, including without limitation the Services Agreement between you and Resonant LLC dated as of July 6, 2012. The terms of your employment may only be changed by written agreement, although the Company may from time to time, in its sole discretion, adjust the benefits provided to you and its other employees.

	Sincerely,



	/s/ Terry Lingren
	Name:	Terry Lingren
	Title:	Chief Executive Officer

HAVING HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF MY OWN CHOOSING, I AGREE TO AND ACCEPT THE TERMS SET FORTH ABOVE:

/s/ Terry Lingren
Name: Terry Lingren

Exhibit A

Employee Confidential Information Agreement

RESONANT INC.

EMPLOYEE CONFIDENTIAL INFORMATION, NONSOLICITATION

AND INVENTION ASSIGNMENT AGREEMENT

In consideration of my employment by Resonant Inc. (the “ Company ”), and my receipt of the compensation now and hereafter paid to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby enter into this Employee Confidential Information, Nonsolicitation and Invention Assignment Agreement (the “ Agreement ”) as of this 17 th day of June, 2013.

1. Confidential Information .

a. Prohibition on Disclosure and Use . Both during and after the term of my employment, I will maintain in strict confidence and will not, without the prior express written consent of the Company, (i) directly or indirectly disclose or cause to be disclosed to any “Person” (as defined below) that is not a party to this Agreement (a “ Third Party ”), or (ii) use in any manner, except for the sole benefit of the Company or its “Affiliates” (as defined below) and to the extent necessary to perform my obligations and duties on behalf of the Company, any “Confidential Information”(as defined below).

i. “ Person ” means any individual, corporation (including any non-profit or professional corporation), general or limited partnership, professional limited liability partnership, limited liability company, joint venture, estate, trust, association, organization, or other entity.

ii. “ Affiliate ” means any Person that directly or indirectly controls or is controlled by or under common control with the Company, and shall also mean any Person in which the Company holds twenty percent (20%) or more of the outstanding equity or other ownership interests. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

iii. “ Confidential Information ” means any proprietary or confidential information or trade secrets or know-how, whether or not it is in written or other tangible or permanent form: (A) obtained from or belonging to the Company or any Affiliate; (B) received by the Company or any Affiliate from any Third Party, which the Company designates or treats as being proprietary, private or confidential, whether or not owned by the Company or any Affiliate; (C) concerning the Company’s or any Affiliate’s businesses, customers, suppliers and other business relationships or financial affairs; (D) relating to the techniques, formulation, organization, design, development, implementation, preparation and other operations, methods and accumulated experiences incidental to the sale and promotion of the products and services sold by the Company or any Affiliate, including information that pertains to the solicitation of customers for the sale of such products, job order specifications, pricing structures or the Company’s or any Affiliate’s commission structure based thereon, or the services from time to time provided by the Company or any Affiliate to its customers; (E) relating to marketing techniques, advertising, promotions, supplier, customer and prospect customer lists, mailing lists, concepts, ideas, know-how, trade secrets and/or research of the Company or any Affiliate, whether prepared, conceived or developed by an employee of the Company or any Affiliate (including myself) or received by the Company or any Affiliate from a Third Party; and (F) that is identified as confidential by the Company or any Affiliate, or that would be apparent to a reasonable person, familiar with the Company’s or any Affiliate’s businesses and the industries in which it operates, as information of a confidential or proprietary nature.

b. Passwords and Keys . Without limiting the generality of the foregoing, I will not (i) reveal, disclose, or otherwise make available to any Person any password or key of the Company or any Affiliate, whether or not the password or key is assigned to me, or (ii) obtain, possess, or use in any manner any password or key of the Company or any Affiliate that is not assigned to me. I will use my commercially reasonable efforts to prevent the unauthorized use of any laptop or personal computer, smart phone, peripheral device, software, or related technical documentation that the Company issues to me, and will not input, load, or otherwise attempt any unauthorized use of software from or using any computer of the Company or any Affiliate, whether or not such computer is assigned to me.

c. Public Information . Confidential Information shall not include information that is now or hereafter becomes generally known to the public through no action by me or my agents, affiliates or employees.

d. No Copies . I will not make copies of Confidential Information, whether in tangible, electronic or other form, except as authorized by the Company or necessary to perform my obligations and duties on behalf of the Company in my capacity as an employee.

e. Return of Confidential Information . Upon termination of my employment or at any time at the request of the Company, I will deliver to the Company all written and other tangible material in my possession constituting or incorporating Confidential Information and any other information belonging to the customers, clients and suppliers of the Company or any Affiliate who may have disclosed such information to me as the result of my status as an employee of the Company, as well as any keys, pass cards, identification cards, computers, printers, pagers, personal digital assistants, or similar items or devices that the Company has provided to me (“ Company Materials ”). I will not retain any Company Materials, including copies of any kind thereof or summaries or notes of any kind based thereon, after the date my employment with the Company ceases. I agree to provide the Company with a written certification of my compliance with my obligations under this Section 1.e promptly following termination of my employment.

2. Inventions and Separate Works .

a. Disclosure and Assignment of Inventions . I will promptly disclose and describe in reasonable detail to the Company, and agree to assign and hereby do irrevocably and unconditionally assign to the Company or its designee, my entire right, title and interest throughout the world in and to all “Inventions” (as defined below) that I may, either solely or jointly with others, create, make, discover, conceive or reduce to practice during the term of my employment with the Company that (i) relate to the business or actual or demonstrably anticipated research or development of the Company or any Affiliate, (ii) were developed using any of the equipment, supplies or facilities of the Company or any Affiliate or any Confidential Information, or (iii) resulted from any work I performed for the Company or any Affiliate, whether or not performed during business hours (individually and collectively, “ Works ”). To the extent that any Works were created, made, conceived or reduced to practice during the term of my Service Agreement with Resonant LLC, a California limited liability company (“ Resonant LLC ”) prior to the date of this Agreement and my entire right, title and interest therein has not previously vested in Resonant LLC by operation of law or otherwise, I agree that such Inventions and my entire right, title and interest therein are hereby irrevocably assigned to the Company, with retroactive effect to the date of their creation. However, I do not assign or agree to assign any Inventions made by me prior to my employment with the Company without the use of any Confidential Information, which Inventions, if any, are identified on Exhibit A to this Agreement (the “ Separate Works ”). I represent and warrant that I have no rights in any Inventions other than the Inventions specified on Exhibit A . If I do not list any Inventions on Exhibit A , then I acknowledge that none exist. The foregoing assignment of Inventions shall be without additional consideration of any kind other than the consideration recited herein.

b. Definition of Inventions . As used in this Agreement, the term “ Inventions ” means: (i) any new or useful invention, concept, art, discovery, design, development, contribution, finding or improvement, whether or not patentable or registrable under copyright or similar laws; (ii) any and all copyrightable works, in any medium of expression; (iii) any and all trade names, service marks and trademarks, including all goodwill associated therewith; (iv) any and all patentable works, including any patents, divisions, continuations, continuations in part, applications, utility applications, provisional applications, substitute applications, reexaminations, reissues and extensions; (v) any and all software (including both object and source code), works of authorship, utility models, topography rights, database rights, formulae, methods, processes, manufacturing techniques and trade secrets; (vi) any other intellectual property or proprietary rights anywhere in the world; (vii) any and all related know-how and rights to obtain, register, perfect and enforce any right or interest in any of (i) through (vi); and (viii) the right to sue for past infringement in connection with any right or interest in any of (i) through (vii).

c. Nonassignable Inventions . I understand that, to the extent this Agreement shall be subject to and construed in accordance with the laws of any jurisdiction that precludes a requirement in an employee agreement to assign certain classes of Inventions made by an employee, this Agreement shall be interpreted not to apply to the classes of Inventions that are precluded under the laws of such jurisdiction, but shall otherwise apply to all other classes of Inventions. Specifically, my assignment under this Agreement does not apply to Inventions that qualify fully under Section 2870 of the California Labor Code (attached hereto as Exhibit B). However, I agree to disclose promptly in writing to the Company all Inventions made or conceived by me during the term of my employment by the Company or any Affiliate or within three (3) months following any termination of such employment, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions are subject to this Agreement.

d. No Designation as Inventor; Waiver of Moral Rights . I agree that the Company shall not be required to designate me as the inventor or author of any Works. I waive and release, to the extent permitted by applicable law, all my rights to such designation and any rights concerning future modifications to Works. To the extent permitted by applicable law, I hereby waive all claims to moral rights in and to any Works.

e. Maintenance of Records . I agree to keep and maintain adequate and current written records of all Inventions created, made, discovered, conceived or reduced to practice by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

f. Patent and Copyright Registrations . I agree to assist the Company, or its designee, at the Company’s expense and direction, in every proper way to secure the Company’s, or its designee’s, rights in the Works and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company or its designee and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Works, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of my employment until the expiration of the last such intellectual property right to expire in any country of the world. If the Company or its designee is unable because of my mental or physical

incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents, copyrights, mask works or other registrations covering any Works, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of patent, copyright or other registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company or such designee.

I understand that I will not be compensated for any assistance required by the Company pursuant to this Section 2.f, except that the Company will reimburse me for any out-of-pocket expenses incurred at its specific instruction.

g. Exception to Assignments . Solely to the extent that the assignment of any Work or portion thereof as contemplated by Section 2 cannot be effected under applicable law, I agree that the Company or its designee is hereby granted an exclusive (even as against me, my heirs, executors, administrators and other legal representatives, and my successors and assigns), perpetual, irrevocable, worldwide, sub-licensable, royalty-free and fully-paid license, in all fields of use, under any and all rights (including all patent, copyright and other intellectual property rights) in and with respect to such Work or portion thereof.

h. Separate Works . If, in the course of my employment with the Company, I incorporate into any Works any Separate Works, then each of the Company, its affiliates and their respective designees shall have, and is hereby granted, a nonexclusive, royalty-free, irrevocable, perpetual, sub-licensable worldwide license to make, have made, modify, use and sell such Separate Works as part of or in connection with such Works or product incorporating, based on or otherwise utilizing such Works.

3. Use of Name, Voice and Likeness . I hereby irrevocably grant to the Company the right, but not the obligation, during the term of my employment, to use my name, voice or likeness, solely to recruit for the Company or any Affiliate, to publicize or advertise the Company or any Affiliate or their respective products or services, and for internal purposes, in any medium now known or hereafter existing. After the term of my employment, the Company may use my name, voice and likeness for any of the foregoing purposes with my consent, which shall not be unreasonably withheld or delayed.

4. Business Relationships and Goodwill . I acknowledge and agree that, as an employee and representative of the Company, I will be responsible for building and maintaining business relationships and goodwill with current and future vendors, customers, clients, and prospects on a personal level. I acknowledge and agree that this responsibility creates a special relationship of trust and confidence involving the Company and/or these Persons and me. I also acknowledge that this creates a high risk and opportunity for the misappropriation of these relationships and the goodwill existing between the Company and such Persons. I acknowledge and agree that it is fair and reasonable for the Company to take steps to protect itself from the risk of such misappropriation.

5. Nonsolicitation . Without limiting the generality of Sections 1 and 2, during my employment with the Company or any Affiliate, and until the date twelve (12) months following any termination of such employment, I agree that I will not, directly or indirectly, for my own benefit or for the benefit of any other Person, do any of the following: (a) through the use of the Company’s Confidential Information, solicit from any customer doing business with the Company or any Affiliate as of my termination of employment or within twelve (12) months prior to my termination, business of the same or of a similar nature to the business of the Company or any Affiliate; (b) through the use of the Company’s Confidential information,

solicit from any known potential customer of the Company or any Affiliate business of the same or of a similar nature to that which has, to my knowledge, been the subject of either (i) a written or oral bid, offer or proposal by the Company or any Affiliate or (ii) substantial preparation with a view to making such a bid, proposal or offer, within twelve (12) months prior to my termination; (c) through the use of the Company’s Confidential Information, seek to persuade any consultant or other service provider of the Company to cease providing services to the Company; (d) solicit the employment or services of, or hire, or cause others to solicit the employment or services of, or hire, any Person who either (i) is at the time of solicitation, or immediately prior to the time of hiring was, employed by the Company or (ii) to my knowledge, was employed by the Company or any Affiliate as of the time of the termination of my employment or within twelve (12) months prior thereto; or (d) through the use of the Company’s Confidential information, otherwise interfere with the business or accounts of the Company. Notwithstanding the foregoing, the provisions of this paragraph shall not be violated by (A) general advertising or solicitation not specifically targeted at employees of Company, (B) my serving as a reference, upon request, for any employee of Company, or (C) actions taken by any Person with which I am associated if I am not personally involved in any manner in the matter and I have not identified such employee for recruiting or solicitation.

6. No Conflicting Obligations . My performance of this Agreement and my employment by the Company does not and will not breach any agreement to which I am bound to keep in confidence proprietary information, knowledge or data acquired by me prior to my employment with the Company. I hereby represent that if I obtained any information during my prior employment that any prior employer indicated was considered confidential and proprietary or that was disclosed to me in a manner that should have made me realize it was so considered, then I will not make use of, disclose or induce the Company to use any such confidential and proprietary information during my employment with the Company unless such information: (a) becomes generally known to the public through no action by me or my agents, affiliates or employees; (b) is independently developed by others at or on behalf of the Company who did not receive access to such information from me; or (c) is received by the Company from a Third Party. I represent and warrant to the Company that my execution of this Agreement, performance of my obligations hereunder and employment by the Company will not, with or without the giving of notice or passage of time, conflict with, result in the breach or termination of, or constitute a default under, any agreement to which I am a party or by which I am or may be bound. I will not enter into any agreement, whether written or oral, in conflict with any provision of this Agreement.

7. Not an Employment Contract . I understand and acknowledge that this Agreement shall not be construed as creating or evidencing any separate or independent obligation of the Company or any other Person to hire or to retain me as its employee, consultant or otherwise for any specified period of time or to assign to me any particular duties or responsibilities. This Agreement does not alter, amend or expand upon any rights I may have to be in or continue in an employment relationship with the Company or any right I or the Company may have to terminate my employment under any agreement, whether now existing or hereafter entered into, including the letter from the Company of even date setting forth the terms of my employment (the “ Employment Letter ”), or under applicable law. I further understand that this Agreement does not change the at-will nature of my employment and that I or the Company may terminate my employment with the Company at any time.

8. Notification to New Employer . In the event that I leave the employ of the Company, I authorize the Company to (a) inform any of my future employers of my obligations under this Agreement and (b) provide them with a copy of this Agreement.

9. Nondisparagement . I will not, during my employment or after the termination of my employment with the Company, make any statements that would reasonably be construed as defamatory, in any form, about the Company, its Affiliates or their respective directors, managers, officers, employees, agents, products or services.

10. Survival and Assignable . This Agreement: (a) shall survive the termination of my employment with the Company regardless of the manner of such termination; (b) is assignable by the Company (but not by me) including to any entity with which, or into which, the Company may be merged or that may succeed to its assets or business, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors or assigns without the necessity that this Agreement be re-signed at the time of such assignment; and (c) is binding upon my heirs, executors, administrators and legal representatives. Rights and assignments granted by me in this Agreement are assignable by the Company and are for the benefit of the successors and assigns of the Company.

11. Waiver . The waiver by the Company of a breach of any provision of this Agreement by me will not operate or be construed as a waiver of any other or subsequent breach by me. No failure or delay by the Company in exercising any right or remedy hereunder will operate as a waiver of the same or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

12. Severability . If any provision of this Agreement, or the application thereof, shall for any reason and to any extent, be invalid or unenforceable because it extends for too long a period of time, or over too great a range of activities, or over too broad a geographic area, or for any other reason, then such provision shall be modified to the extent necessary to be enforceable to the maximum extent permitted by law, and the entire Agreement shall not fail on account thereof, but otherwise shall remain in full force and effect. I acknowledge that the restrictions contained in this Agreement are necessary for the protection of the business, trade secrets and goodwill of the Company and I agree that such restrictions are reasonable in all respects for such purpose.

13. Injunctive Relief; Attorney’s Fees . I acknowledge that the services to be rendered by me to the Company are of a special and unique character, which gives this Agreement a peculiar value to the Company, the loss of which may not be reasonably or adequately compensated for by damages in an action at law, and that a material breach or threatened breach by me of any of the provisions contained in this Agreement would cause the Company irreparable injury. I therefore agree that the Company shall be entitled, in addition to any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, enjoining or restraining me from any such breach or threatened breach. The preceding sentence shall not be construed to limit my right to dispute the factual basis for any claim by the Company for equitable relief. In the event I breach or threaten to breach this Agreement, I agree that I shall be responsible for, and shall indemnify and hold the Company harmless against, any and all attorney fees, costs and other expenses incurred by the Company in connection with its efforts to enforce the covenants and agreements made by me in this Agreement.

14. Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles. Subject to the Mutual Agreement to Arbitrate Claims of even date between the Company and me (the “ Arbitration Agreement ”), each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any California state court or federal court of the United States of America situated in the County of Los Angeles, California and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such California state court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and

unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any such California state court or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

15. Entire Agreement; No Drafting Presumption . This Agreement, the Employment Letter and the Arbitration Agreement constitute my entire understanding with the Company with respect to the subject matter of this Agreement, the Employment Letter and the Arbitration Agreement, and these three agreements together supersede all prior understandings and agreements, whether written or oral, with respect to such matters. This Agreement may be amended or modified only with the written consent of both me and the Company. No oral waiver, amendment or modification will be effective under any circumstance whatsoever. No rule of construction shall be applied in favor of or against either party hereto by virtue of such party’s participation or lack of participation in the drafting hereof.

16. Counterparts; Delivery . This Agreement may be executed in one or several counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile or other electronic transmission.

17. SPECIFIC REPRESENTATIONS AND WARRANTIES . I REPRESENT THAT:

a. I HAVE HAD A REASONABLE PERIOD OF TIME TO REVIEW AND CONSIDER THE TERMS OF THIS AGREEMENT;

b. I HAVE FULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND AGREE THAT THEY ARE REASONABLE IN SCOPE AND DURATION;

c. I HAVE HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF MY CHOICE, AM ENTERING INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY AND AM NOT RELYING UPON ANY STATEMENTS OR REPRESENTATION BY THE COMPANY OR ITS AGENTS OR REPRESENTATIVES REGARDING THE SUBJECT MATTER HEREOF.

IN WITNESS WHEREOF, I have executed this Agreement as of the date first written above.

EMPLOYEE:




[ ]

AGREED AND ACKNOWLEDGED:

THE COMPANY:

Resonant Inc.


By:
Name:
Its:

EXHIBIT A

SEPARATE WORKS

EXHIBIT B

CALIFORNIA LABOR CODE SECTION 2870

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Initials:

Exhibit B

Mutual Agreement to Arbitrate Claims

RESONANT INC.

MUTUAL AGREEMENT TO ARBITRATE CLAIMS

I recognize that differences may arise between Resonant Inc., a Delaware corporation (the “ Company ”), and me during or following my employment with the Company, and that those differences may or may not be related to my employment. I understand, and agree that by entering into this Mutual Agreement to Arbitrate Claims (this “ Agreement ”) I anticipate gaining the benefits of a speedy, impartial, dispute resolution procedure.

I understand that any reference in this Agreement to the Company will be a reference to the Company and its agents, employees, subsidiary and affiliated entities, all benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates, and all successors and assigns of any of them. I acknowledge and agree that no express or implied representations contrary to the foregoing have been made to me. This agreement supersedes any prior written or oral agreements or understandings, whether express or implied, between me and the Company, with respect to the subject matter set forth herein.

1. Claims Covered by this Agreement . To the extent authorized by law, the Company and I mutually consent to the resolution by arbitration of all claims or causes of action that the Company may have against me or that I may have against the Company or against its officers, directors, employees, or agents in their capacity as such or otherwise (collectively, “ claims ”). The claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, race, sex, sexual harassment, or any type of unlawful harassment, religion, national origin, age, marital status, medical condition, disability or sexual orientation); claims for wrongful termination in violation of public policy, and claims for violation of any federal, state, or other governmental law, statute, regulation or ordinance, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1969, as amended, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the California Fair Employment & Housing Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Fair Labor Standards Act or Employee Retirement Income Security Act. The claims covered by this Agreement do not include claims excluded in the following paragraph.

2. Claims Not Covered by the Agreement . The following claims are not covered by this Agreement: (a) claims I may have for workers’ compensation or unemployment compensation benefits; (b) claims relating to Confidential Information (as defined in Employee Confidential Information, Nonsolicitation and Invention Assignment Agreement of even date between the Company and me (the “ Employee Confidential Information Agreement ”)), Inventions (as defined in the Employee Confidential Information Agreement) or other intellectual property, including patents, copyrights and trademarks; and (c) claims for actual or threatened breach by me or the Company of, or to enforce any rights or obligations of the Company or me under, the Stockholders Agreement dated on or about the date hereof by and among the Company, me, the other stockholders of the Company and the other parties thereto (the “ Stockholders Agreement ”), which claims shall be resolved in the manner provided in the Stockholders Agreement. In addition, if a related set of facts and circumstances should give rise to multiple claims, some of which would otherwise be covered by this Agreement and others of which would be resolved in the manner provided in the Stockholders Agreement, then all such claims shall instead be resolved in the manner provided in the Stockholders Agreement. All determinations as to the applicability of the preceding sentence shall be made by the Company in its sole discretion, which

determination shall be binding on the Company and me. Also, nothing in this Agreement shall be construed to restrict or prevent either party from pursuing provisional remedies in a court of competent jurisdiction, where appropriate, in accordance with California Code of Civil Procedure section 1281.8 or other applicable state or federal laws. Provisional remedies include, but are not limited to, temporary and/or permanent injunctions or restraining orders.

3. Required Notice of All Claims . The Company and I agree that the aggrieved party must give written notice of any claim to the other party. Written notice to the Company, or its officers, employees or agents, shall be sent to the general counsel of the Company. I will be given notice at the last address recorded in my personnel file. The written notice shall identify and describe the nature of all claims asserted and detail the facts upon which such claims are based. The notice shall be sent to the other party by certified or registered mail, return receipt requested.

4. Arbitration Procedures . The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the employment dispute rules, and under the auspices, of Judicial Arbitration and Mediation Services, Inc. that are then in effect (“ JAMS Rules ”) and held in the County of Los Angeles, California before a retired judge who is licensed to practice law in California (the “ Arbitrator ”). The Arbitrator shall be selected by the mutual agreement of the parties and shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The arbitration shall apply the applicable statute of limitations to any claim, taking into account the compliance with paragraph 3 of this Agreement. The Arbitrator’s decision as to the substantive law and otherwise, shall be final and binding upon the parties, except as provided in this Agreement. Any party may be represented by an attorney or other representative selected by the party.

I UNDERSTAND THAT, BY THIS AGREEMENT, I AM WAIVING MY RIGHT TO HAVE A CLAIM ADJUDICATED BY A COURT OR JURY.

5. Arbitration Fees and Costs . The Company shall pay the fees and costs of the Arbitrator in excess of what it would cost to file a claim in Superior Court. Each party shall pay its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party.

6. Interstate Commerce . I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves such commerce.

7. Requirements for Modification or Revocation . This Agreement to arbitrate shall survive the termination of my employment. It can only be revoked or modified by a writing signed by the parties that specifically states an intent to revoke or modify this Agreement.

8. Sole and Entire Agreement . This is the complete agreement of the parties on the subject of arbitration of disputes (except for the Stockholders Agreement and any arbitration agreement in connection with any pension or benefit plan). This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject (other than the Stockholders Agreement). No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement.

-2-

9. Construction . If any provision of this Agreement is adjudged to be void, or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of this Agreement.

10. Not an Employment Agreement . This Agreement is not, and shall not be construed to create, any contract of employment, express or implied. This Agreement also in no way alters the at-will status of my employment.

I acknowledge that I have carefully read this Agreement, that I understand its terms, that all understanding and agreements between the Company and me relating to the subjects covered in this Agreement are contained in it and that I have entered into this Agreement voluntarily and not in reliance on any promises or representations by the Company other than those contained in this Agreement itself. I acknowledge that, except as otherwise provided herein, I am waiving my right to have any claim adjudicated or settled by a court or jury.

I further acknowledge that I have been given the opportunity to discuss this Agreement with my own, independent legal counsel and that I have taken advantage of that opportunity to the extent I wish to do so.


[ ]

Date:	[ ]


AGREED AND ACKNOWLEDGED BY THE COMPANY:

Resonant Inc.




By:
Name:
Its:
Date:	[ ]

-3-

Exhibit 10.04

June 17, 2013

PERSONAL & CONFIDENTIAL

To: Robert B. Hammond, Ph.D.

Re: Employment Terms

Dear Robert:

We are very pleased that you have accepted our offer of full-time employment.

Your start date is the date of this letter (this “ Letter ”).

Your title is Chief Technology Officer, in which capacity you serve not only Resonant Inc., a Delaware corporation, but also its subsidiaries and affiliates from time to time (individually and collectively, the “ Company ”). You report to the Company’s Chief Executive Officer and Board of Directors (the “ Board ”). You will have the authority and responsibilities customarily afforded to persons with your title.

Your place of employment is at the Company’s principal offices in Santa Barbara, California, but you may be required to travel from time to time in accordance with Company policy.

Robert Hammond

June 17, 2013

Page 2 of 3

· Annual Base Salary earned but unpaid as of your termination or resignation date;

· Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;

· Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and

Robert Hammond

June 17, 2013

Page 3 of 3

	Sincerely,



	/s/ Terry Lingren
	Name:	Terry Lingren
	Title:	Chief Executive Officer

HAVING HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF MY OWN CHOOSING, I AGREE TO AND ACCEPT THE TERMS SET FORTH ABOVE:

/s/ Robert B. Hammond
Name: Robert B. Hammond

Exhibit A

Employee Confidential Information Agreement

RESONANT INC.

EMPLOYEE CONFIDENTIAL INFORMATION, NONSOLICITATION

AND INVENTION ASSIGNMENT AGREEMENT

1. Confidential Information .

2. Inventions and Separate Works .

17. SPECIFIC REPRESENTATIONS AND WARRANTIES . I REPRESENT THAT:

a. I HAVE HAD A REASONABLE PERIOD OF TIME TO REVIEW AND CONSIDER THE TERMS OF THIS AGREEMENT;

b. I HAVE FULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND AGREE THAT THEY ARE REASONABLE IN SCOPE AND DURATION;

IN WITNESS WHEREOF, I have executed this Agreement as of the date first written above.

EMPLOYEE:




[ ]

AGREED AND ACKNOWLEDGED:

THE COMPANY:

Resonant Inc.


By:
Name:
Its:

EXHIBIT A

SEPARATE WORKS

EXHIBIT B

CALIFORNIA LABOR CODE SECTION 2870

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

Initials:

Exhibit B

Mutual Agreement to Arbitrate Claims

RESONANT INC.

MUTUAL AGREEMENT TO ARBITRATE CLAIMS

I UNDERSTAND THAT, BY THIS AGREEMENT, I AM WAIVING MY RIGHT TO HAVE A CLAIM ADJUDICATED BY A COURT OR JURY.

6. Interstate Commerce . I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves such commerce.

-2-


[ ]

Date:	[ ]


AGREED AND ACKNOWLEDGED BY THE COMPANY:

Resonant Inc.




By:
Name:
Its:
Date:	[ ]

-3-

Exhibit 10.05

June 17, 2013

PERSONAL & CONFIDENTIAL

To: Neal Fenzi

Re: Employment Terms

Dear Neal:

We are very pleased that you have accepted our offer of full-time employment.

Your start date is the date of this letter (this “ Letter ”).

Your title is Vice President of Engineering, in which capacity you serve not only Resonant Inc., a Delaware corporation, but also its subsidiaries and affiliates from time to time (individually and collectively, the “ Company ”). You report to the Company’s Chief Executive Officer and Board of Directors (the “ Board ”). You will have the authority and responsibilities customarily afforded to persons with your title.

Your annual base salary is $175,000 (the “ Annual Base Salary ”), payable in accordance with the Company’s regular schedule for paying its employees, but in any event not less than twice per month. Any bonus compensation will be payable in the sole discretion of the Board.

Your place of employment is at the Company’s principal offices in Santa Barbara, California, but you may be required to travel from time to time in accordance with Company policy.

Neal Fenzi

June 17, 2013

Page 2 of 3

·	Annual Base Salary earned but unpaid as of your termination or resignation date;

·	Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;

·	Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and

·	Any amounts or benefits under any Company compensation, incentive, or benefit plans vested but not paid as of your termination or resignation date (according to the payment provisions of such plans).

Neal Fenzi

June 17, 2013

Page 3 of 3

	Sincerely,



	/s/ Terry Lingren
	Name:	Terry Lingren
	Title:	Chief Executive Officer

HAVING HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF MY OWN CHOOSING, I AGREE TO AND ACCEPT THE TERMS SET FORTH ABOVE:

/s/ Neal Fenzi
Name:	Neal Fenzi

Exhibit A

Employee Confidential Information Agreement

RESONANT INC.

EMPLOYEE CONFIDENTIAL INFORMATION, NONSOLICITATION

AND INVENTION ASSIGNMENT AGREEMENT

1. Confidential Information .

2. Inventions and Separate Works .

17. SPECIFIC REPRESENTATIONS AND WARRANTIES . I REPRESENT THAT:

a. I HAVE HAD A REASONABLE PERIOD OF TIME TO REVIEW AND CONSIDER THE TERMS OF THIS AGREEMENT;

b. I HAVE FULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND AGREE THAT THEY ARE REASONABLE IN SCOPE AND DURATION;

IN WITNESS WHEREOF, I have executed this Agreement as of the date first written above.

EMPLOYEE:




[ ]

AGREED AND ACKNOWLEDGED:

THE COMPANY:

Resonant Inc.


By:
Name:
Its:

EXHIBIT A

SEPARATE WORKS

EXHIBIT B

CALIFORNIA LABOR CODE SECTION 2870

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

Initials:

Exhibit B

Mutual Agreement to Arbitrate Claims

RESONANT INC.

MUTUAL AGREEMENT TO ARBITRATE CLAIMS

I UNDERSTAND THAT, BY THIS AGREEMENT, I AM WAIVING MY RIGHT TO HAVE A CLAIM ADJUDICATED BY A COURT OR JURY.

6. Interstate Commerce . I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves such commerce.

-2-


[ ]

Date:	[ ]


AGREED AND ACKNOWLEDGED BY THE COMPANY:

Resonant Inc.




By:
Name:
Its:
Date:	[ ]

-3-

Exhibit 10.06

December 18, 2013

VIA EMAIL (daniel.g.christopher@gmail.com)

Mr. Dan Christopher
21846 De La Luz Ave
Woodland Hills, CA 91364

Re: Employment Terms

Dear Dan:

I am pleased to extend this formal offer of full-time employment to join Resonant Inc. (the “ Company ”) as Vice President and General Counsel. This is a key position reporting directly to me. I’m excited to have you joining us! This letter sets out the terms and conditions of your employment with Resonant.

Your start date will be January 1, 2014 (the “ Start Date ”). Your annual base salary will be $175,000 (the “ Annual Base Salary ”), payable in accordance with the Company’s regular schedule for paying its employees, currently every two weeks. Any bonus compensation will be payable at the sole discretion of the Company’s Board of Directors (the “ Board ”).

You will be entitled to paid vacation in accordance with the Company’s vacation policy as generally applicable to all of its employees. You may take your vacation at times mutually acceptable to you and the Company. In this regard, the Company would appreciate as much advance warning of your vacations as reasonably possible so that your duties can be covered by others in your absence. You also will be entitled to take the Company’s paid holidays (typically not fewer than ten (10) days per year).

Your place of employment will be our corporate office in Goleta, California. However, in deference to the long commute, you may work from home one or two days per week subject to the demands of our business which may occasionally require your presence more frequently.

You will be required to devote all of your business time, energy, skill, and efforts to faithfully and diligently further the business interests of the Company.

You will be entitled to participate in the benefit plans that the Company generally makes available to its employees, including, without limitation, its group health insurance program and its 401k plan, in each case in accordance with the terms thereof, which may change from time to time.

The Company will adopt an incentive equity plan (the “ Plan ”). Upon the Plan’s adoption, we will recommend to the Board that the Company grant options (the “ Options ”) to purchase shares of the Company’s common stock (“ Shares ”) at a per Share exercise price equal to the fair market value of a Share at the time of grant. We will recommend an Option for Fifty-Thousand (50,000) Shares exercisable (i.e., that “vest”) in forty-eight (48) equal monthly installments. The vesting for 12,000 of the Option Shares will be retroactive to August 1, 2012 (the effective date of your appointment as our part-time General Counsel). The vesting for the other 38,000 Option Shares will begin with the Start Date for your full-time employment. In both cases, the vesting requires that you remain employed (or are otherwise still rendering services to us) on the applicable vesting date.

Your employment at the Company will be on an at-will basis. This means that you will have the right to terminate your employment at any time with or without cause or notice, and the

110 Castilian Drive · Suite 100 · Goleta · California 93117

Company will reserve for itself an equal right. Upon any termination of your employment, you will be entitled to receive:

· Annual Base Salary earned but unpaid as of your termination or resignation date;

· Payment in lieu of any vacation accrued but unused as of the date of your termination or resignation;

· Any business expenses incurred but not reimbursed (in accordance with Company policy) as of your termination or resignation date; and

The offer of employment set forth in this Letter will remain valid for five (5) business days.

Concurrently with your execution of this Letter, please execute the enclosed copies of our standard Employee Confidential Information, Non-Solicitation and Invention Assignment Agreement (the “ Invention Agreement ”) and Mutual Agreement to Arbitrate Claims (the “ Arbitration Agreement ”). This Letter, the Invention Agreement and the Arbitration Agreement will together form the entire agreement with respect to your employment and supersede any prior agreements between you and the Company on the subject, whether written or oral. In your case, this would include your existing engagement letter for legal services. The terms of your employment may only be changed by written agreement, although the Company may from time to time, in its sole discretion, adjust the benefits provided to you and its other employees.

We look forward to continuing to working with you.

Regards,

/s/ Terry Lingren

Terry Lingren
Chief Executive Officer and Co-Founder

Enclosures (Invention Agreement and Arbitration Agreement)

Cc: Robert B. Hammond, Chief Technology Officer and Co-Founder
Neal Fenzi, Vice President Engineering and Co-Founder

ACCEPTED AND AGREED:

/s/ Dan Christopher
Dan Christopher

Page 2 of 2

Exhibit 10.7

OUTSIDE DIRECTOR COMPENSATION POLICY

RESONANT INC.

Resonant Inc. (the “ Company ”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “ Board ,” and members of the Board, “ Directors ”) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company (“ Outside Directors ”). This Outside Director Compensation Policy (the “ Policy ”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2014 Omnibus Incentive Plan (the “ Plan ”). Outside Directors will be solely responsible for any tax obligations they incur as a result of the equity and cash payments received under this Policy.

I. ANNUAL RETAINER

Each Outside Director will receive an annual retainer of $50,000 in cash for serving on our board of directors (the “ Annual Fee ”). Outside Directors will be reimbursed for reasonable travel and other expenses in accordance with the Company’s then current reimbursement policies.

II. PAYMENT

The Annual Fee will be paid ratably on a fiscal quarterly basis to each Outside Director who has served in the relevant capacity for the immediately preceding fiscal quarter no later than thirty (30) days following the end of such preceding fiscal quarter. For purposes of clarification, an Outside Director who has served as an Outside Director during only a portion of the immediately preceding fiscal quarter will receive a pro-rated payment of the quarterly payment of the Annual Fee, calculated based on the number of days such Outside Director has served as Outside Director. For purposes of clarification, the first payment of the Annual Fee under the policy will be made at the end of the quarter in which the Effective Date occurs and will be for the service period between the date the Outside Director first became an Outside Director (including any period prior to the Effective Date) and the end of the quarter in which the Effective Date occurred.

III. REVISIONS

The Board in its discretion may change and otherwise revise the terms of the cash compensation granted under this Policy, including, without limitation, the amount of cash and timing of unearned compensation to be paid on or after the date the Board determines to make any such change or revision.

IV. EQUITY COMPENSATION

Outside Directors will be entitled to receive all types of Awards under the Plan, including discretionary Awards not covered under this Policy. Any Award granted pursuant to this Policy will be subject to the other terms and conditions of the Plan and form of award agreement approved for use under the Plan. All grants of Awards to Outside Directors pursuant to this

Policy will, except as otherwise provided herein, be made in accordance with the following provisions:

(a) Initial Award . Each person who first becomes an Outside Director following the Effective Date will be granted a Restricted Stock Unit Award of 24,000 Restricted Stock Units (the “ Initial RSU Award ”) on the date of the first Board or Compensation Committee meeting occurring on or after the date on which such person first becomes an Outside Director following the Effective Date, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy; provided, however, that a Director who is an Employee (an “ Inside Director ”) who ceases to be an Inside Director, but who remains a Director, will not receive an Initial RSU Award. The shares underlying the Initial RSU Award will vest as to one-half of the shares subject to such award on each of the first and second anniversary of the commencement of the individual’s service as an Outside Director, subject to continued service as a director through the applicable vesting date.

(b) IPO Grant . Each person who serves as an Outside Director on the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act of 1934 with respect to any class of the Company’s securities (“ Registration Date ”), will be automatically granted an Award of 24,000 Restricted Stock Units (an “ IPO RSU Award ”). The IPO RSU Award will vest as to one-half of the shares subject to such award on each of the first and second anniversary of the commencement of the individual’s service as an Outside Director, subject to continued service as a director through the applicable vesting date.

(c) Annual Award . Each Outside Director will be automatically granted a Restricted Stock Unit Award with a Value of $50,000 (the “ Annual RSU Award ”), provided that the number of Shares covered by the Annual RSU Award shall be rounded down to the nearest whole Share, on the date of each annual meeting of stockholders (each, an “ Annual Meeting ”) beginning with the first Annual Meeting following the Effective Date, if, as of such Annual Meeting date, he or she will have served on the Board as a Director for at least the preceding six (6) months; provided that any Outside Director who is not continuing as a Director following the applicable Annual Meeting will not receive an Annual RSU Award with respect to such Annual Meeting. One-half of the shares underlying the Annual RSU Award will vest on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant or (ii) one year from grant, and one-half of the shares underlying the Annual RSU Award will vest on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant or (ii) two years from grant, subject to continued service as a director through the applicable vesting date.

(d) Value . For purposes of this Policy, “ Value ” means, with respect to any Annual RSU Award, the fair market value of the shares subject to the applicable award on the date of grant, as computed in accordance with our Plan.

(e) No Discretion . No person will have any discretion to select which Outside Directors will be granted an Initial RSU Award, IPO RSU Award or Annual RSU Award under this Policy or to determine the number of Shares to be covered by such Initial RSU Award, IPO RSU Award or Annual RSU Award, as applicable (except as provided in subsection (f) below and pursuant to the Amendment and Termination provisions of this Policy).

(f) Revisions . The Board in its discretion may change and otherwise revise the terms of Initial RSU Awards, IPO RSU Awards and/or Annual RSU Awards granted under this Policy, including, without limitation, the number of Shares subject thereto, to provide for Initial RSU Awards, IPO RSU Awards and/or Annual RSU Awards of the same or different type (e.g., Options, Restricted Stock Units, or other types of Awards) granted on or after the date the Board determines to make any such change or revision.

V. SECTION 409A

In no event will cash compensation under this Policy be paid after the later of (i) the fifteenth (15th) day of the third (3rd) month following the end of the Company’s fiscal year in which the compensation is earned, or (ii) the fifteenth (15th) day of the third (3rd) month following the end of the calendar year in which the compensation is earned, in compliance with the “short-term deferral” exception under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and guidance thereunder, as such may be amended from time to time (together, “ Section 409A ”). It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply.

VI. AMENDMENT AND TERMINATION

The Board may at any time amend, alter, suspend or terminate the Policy.

VII. EFFECTIVE DATE

This Policy is effective as of the date of the Registration Date (the “ Effective Date ”).

Exhibit 10.08

EXCHANGE AGREEMENT

This Exchange Agreement is entered into as of the 17 th 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 ”).

WHEREAS, the Members constitute all of the members of the LLC;

WHEREAS, STI is the holder of one hundred (100) shares of the Company’s Common Stock, $0.001 par value per share (“ Common Stock ”), which shares (the “ STI Shares ”) constitute all of the outstanding stock of the Company;

WHEREAS, each Member holds the number of Units (as defined in the Operating Agreement of the LLC dated as of May 29, 2012 (the “ Operating Agreement ”), the “ Units ”) indicated with respect to such Member on Schedule 1 attached hereto, which collectively constitute all of the outstanding limited liability company interests in the LLC;

WHEREAS, each Founder holds warrants (the “ Founder LLC Warrants ”) to purchase the number of Class B Units (as defined in the Operating Agreement) indicated with respect to such Founder on Schedule 1 attached hereto;

WHEREAS, on or about the date hereof, the Company is entering into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with certain prospective investors in the Company (the “ Investors ”), under which the Company will issue and sell to the Investors convertible promissory notes (“ Investor Notes ”) in the aggregate principal amount of at least $6,500,000 (such issuance and sale, the “ Financing ”);

WHEREAS, it is a condition to the Investors’ obligations to complete the Financing that the Company acquire all of the Units and the STI Shares by issuing (i) shares of Common Stock to the Founders in exchange for their Units, and (ii) a secured convertible promissory note to STI (the “ STI Note ”) in exchange for its Units and the STI Shares (such exchanges, collectively, the “ Exchange ”);

WHEREAS, as part of the Exchange, the LLC, the Company and the Founders desire for the Founder LLC Warrants to terminate and be replaced by warrants to purchase shares of the Company’s Common Stock (the “ Founder Company Warrants ”);

WHEREAS, the Financing and the Exchange are part of an overall plan;

WHEREAS, as part of the Plan, it is anticipated that the Company will engage in an initial public offering within twelve (12) months, but there is no assurance that it will in fact occur;

WHEREAS, following the Exchange, the Founders will own one hundred percent (100%) of the stock of the Company;

WHEREAS, such stock is being issued to Founders in exchange for their interests in Resonant LLC;

WHEREAS, it is intended that the transfer of interests in Resonant LLC by the Founders for stock of the Company constitutes a transfer described in Section 351 of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
EXCHANGE

Section 1.01 Outstanding Common Stock . STI hereby represents and warrants that (i) the Company was formed at STI’s request and direction, and (ii) as of the date hereof, and other than the STI Shares, no shares of capital stock, options or warrants to purchase capital stock, or securities convertible into capital stock, of the Company are held by STI or otherwise outstanding.

Section 1.02 Exchange of Founders’ Units for Common Stock and Founder LLC Warrants for Founder Company Warrants . At the Closing (as defined below):

(a) Each Founder shall transfer (and each Founder hereby transfers effective upon the Closing), all Units then held by such Founder to the Company; and

(b) The Company shall issue to each Founder the number of shares of Common Stock shown with respect to such Founder on Schedule 1 attached hereto (all such shares to be issued to the Founders, collectively, the “ Shares ”). The Company shall issue a certificate representing the applicable Shares to each Founder promptly after the Closing.

(c) Each Founder shall surrender (and each Founder hereby surrenders effective upon the Closing) all Founder LLC Warrants then held by such Founder to the Company and the Company shall issue to each Founder Founder Company Warrants to purchase the number of shares of Common Stock shown with respect to such Founder on Schedule 1 attached hereto, which Founder Company Warrants shall be in the form attached hereto as Exhibit A .

Section 1.03 Exchange of STI Units and STI Shares for STI Note . At the Closing (as defined below):

(a) STI shall transfer (and STI hereby transfers effective upon the Closing), all Units then held by STI to the Company;

(b) STI shall transfer (and STI hereby transfers effective upon the Closing), all of the STI Shares to the Company, which shares shall, immediately upon such transfer, be cancelled and resume the status of authorized but unissued shares. In connection with such transfer STI shall surrender to the Company all certificates representing the STI Shares, duly endorsed for transfer or accompanied by appropriate instruments of transfer;

(c) The Company shall issue to STI a senior secured convertible promissory note in the form attached hereto as Exhibit B in the principal amount of $2,400,000 (the “ STI Note ”); and

(d) The Company shall execute and deliver to STI a Security Agreement in the form attached hereto as Exhibit C (the “ Company Security Agreement ”), securing payment and performance of its obligations under the STI Note.

(e) The LLC shall execute and deliver to STI a Guaranty in the form attached hereto as Exhibit D (the “ LLC Guaranty ”), guaranteeing the obligations of the Company pursuant to the STI Note.

(f) The LLC shall execute and deliver to STI a Security Agreement in the form attached hereto as Exhibit E (the “ LLC Security Agreement ”), securing payment and performance of its obligations under the LLC Guaranty.

Section 1.04 Closing . Unless this Agreement shall have previously been terminated, the closing of the Exchange (the “ Closing ”) shall take place automatically, and the Exchange shall be deemed to have occurred, immediately before the Closing as defined in the Securities Purchase Agreement (the “ Financing Closing ”).

ARTICLE II
WAIVERS AND GOVERNANCE

Section 2.01 Waiver of Restrictions; Consent . The LLC and each Member hereby waive any and all provisions of any agreement to which the Company or such Member is a party and by which any other party hereto is bound, to the extent that such provision or provisions may otherwise be violated by the execution and delivery hereof or by the performance of the transactions contemplated hereby. Without limiting the generality of the foregoing, each party hereby waives the application of all restrictions on transfer of the Interests, including any rights of first refusal or co-sale under the Operating Agreement, to any of the transactions contemplated hereby, and consents to all such transactions for all purposes of the Operating Agreement and otherwise, whether in its capacity as a holder of limited liability company interests of the LLC or otherwise.

Section 2.02 Amendment and Restatement of Operating Agreement . The Company, effective immediately after the Closing and in its capacity as sole member of the LLC, hereby adopts the Amended and Restated Operating Agreement of the LLC attached hereto as Exhibit F , which shall supersede the Operating Agreement in its entirety.

Section 2.03 Stockholders Agreement . Simultaneously with and effective upon the Closing, the Company and each Member shall execute and deliver a Stockholders Agreement for the Company in the form attached hereto as Exhibit G (the “ Stockholders Agreement ”).

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations of Members . Each of the Members, severally and not jointly, hereby represents and warrants to the Company as follows:

(a) This Agreement and the Stockholders Agreement have been duly executed and delivered by such Member and constitute the valid and binding obligation of such Member, enforceable against such Member in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b) Such Member’s execution and delivery of this Agreement and the Stockholders Agreement, and consummation of the transactions contemplated hereby and thereby, has not constituted or resulted in, and will not constitute or result in, a default under or violation of any term or

provision of any agreement or arrangement to which such Member is a party or by which it is bound. There are no restrictions on such Member’s transfer of the Units other than restrictions either set forth in the Operating Agreement and addressed in Section 2.01 or arising under U.S. federal or state securities laws.

(c) All of the Units shown with respect to such Member on Schedule 1 are owned of record and beneficially by such Member, free and clear of all Encumbrances (as defined below), other than those set forth in the Operating Agreement and addressed in Section 2.01. Upon consummation of the transactions contemplated by this Agreement, the Company shall own all such Units, free and clear of all Encumbrances. As used herein, “ Encumbrance ” means any lien, pledge, option (or other right to purchase), mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance or any other right of a third person.

(d) Other than as set forth on Schedule 1 hereto, such Member does not own any limited liability company interests in the LLC or any subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any such interests.

(e) Investment Representations .

(i) Such Member is acquiring the Shares or the STI Note to be acquired by it hereunder for its own account, for investment and not for, with a view to, or in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”).

(ii) Such Member understands that the Shares or the STI Note to be acquired by it have not been, and will not be, registered under the Securities Act or any state securities law, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such laws, that such Shares or the STI Note must be held indefinitely unless they are subsequently registered under the Securities Act and such laws or a subsequent disposition thereof is exempt from registration, that the certificates for the Shares or the STI Note shall bear a legend to such effect, and that appropriate stop transfer instructions may be issued. Such Member further understands that such exemption depends upon, among other things, the bona fide nature of such Member’s investment intent expressed herein.

(iii) Such Member has not been formed for the specific purpose of acquiring the Shares or the STI Note pursuant to this Agreement. Such Member understands the term “accredited investor” as used in Regulation D promulgated under the Securities Act and represents and warrants to the Company that such Member is an “accredited investor” for purposes of acquiring the Shares to be acquired by it hereunder.

(iv) Such Member has sufficient knowledge and experience in business and financial matters and with respect to investment in securities of privately held companies so as to enable it to analyze and evaluate the merits and risks of the Exchange and is capable of protecting its interest in connection therewith. Such Member is able to bear the economic risk of its investment in the Shares or the STI Note, including a complete loss of such investment.

(v) Such Member acknowledges that such Member and its representatives have had the opportunity to ask questions and receive answers from officers and representatives of the Company concerning the Company and its business and the transactions contemplated by this Agreement and to obtain any additional information that the Company possesses or can acquire that is

necessary to verify the accuracy of the information regarding the Company herein set forth or otherwise desired in connection with its acquisition of the Shares or the STI Note to be acquired by it hereunder.

(vi) Such Member understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated by the Securities and Exchange Commission under the Securities Act depends upon the satisfaction of various conditions, and that such exemption is not currently available.

(vii) Such Member has no current plan or intention to transfer any of the Shares it is receiving in the Exchange.

(viii) The address for such Member shown on Schedule 1 is the principal residence or place of business of such Member.

Section 3.02 Representations of the Company . The Company hereby represents and warrants to the LLC, the Founders and STI as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance of this Agreement, the STI Note, the Security Agreement, the Subordination Agreement and the Stockholders’ Agreement (together, the “ Transaction Documents ”) by the Company and the performance by the Company of its obligations hereunder and thereunder, including the issuance, sale and delivery of the STI Notes and the Shares, has been taken or will be taken before the Closing. This Agreement and each other Transaction Document has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(c) The authorized capital of the Company consists, immediately before the Closing, solely of 10,000,000 shares of Common Stock, of which only the STI Shares are issued and outstanding. There are no outstanding, options, warrants, rights or agreements to purchase or acquire from the Company any shares of its capital stock, or any securities convertible into or exchangeable for shares of capital stock of the Company.

(d) Immediately following the Closing, the Founders will own one hundred percent (100%) of the Company’s outstanding capital stock.

(e) The Company has no current plan to issue additional capital stock other than pursuant to the terms of the Investor Notes, the STI Note, the Founder Company Warrants, and certain warrants issuable to MDB Capital Group, LLC upon the closing of the Financing; provided, however, that the Company intends promptly following the closing of the Financing to adopt a stock option plan allowing for the issuance of shares of Common Stock representing less than twenty percent (20%) of the Company’s fully-diluted capitalization as of the closing of the Financing, but has no binding obligation to adopt such plan or issue any options or shares thereunder.

(f) The Company has not conducted any business or operations since its formation, other than to enter into a Development Agreement with its potential initial customer, which Development Agreement was assumed by the LLC, and the Company has no assets or liabilities other than its rights under this Agreement and other agreements entered into or to be entered into in connection with the Financing and the Exchange.

(g) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable.

(h) The Company’s execution and delivery of the Transaction Documents and consummation of the transactions contemplated hereby and thereby have not constituted or resulted in, and will not constitute or result in, a default under or violation of any term or provision of the Company’s certificate of incorporation or bylaws, or any agreement or arrangement to which the Company is a party or by which it is bound.

Section 3.03 Representations of the LLC . The LLC hereby represents and warrants to the Company, the Founders and STI as follows:

(a) The LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) All corporate action on the part of the LLC necessary for the authorization, execution, delivery and performance of this Agreement by the LLC and the performance by the LLC of its obligations hereunder, has been taken or will be taken before the Closing. This Agreement has been duly executed and delivered by the LLC and constitutes the valid and binding obligation of the LLC, enforceable against the LLC in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(c) The LLC’s execution and delivery of this Agreement and consummation of the transactions contemplated hereby have not constituted or resulted in, and will not constitute or result in, a default under, the LLC’s Articles of Organization or the Operating Agreement (after giving effect to the waivers provided herein), or violation of any term or provision of any agreement or arrangement to which the LLC is a party or by which it is bound.

ARTICLE IV
ADDITIONAL COVENANTS OF STI

Section 4.01 Subordination of STI Note . Upon the Financing Closing, STI shall execute and deliver to the Investors and the Company a subordination agreement in the form attached hereto as Exhibit H, pursuant to which STI will subordinate the STI Note to the rights of the Investors with respect to the Investor Notes.

Section 4.02 License to Use Company Facilities . STI hereby grants to the Company the same rights with respect to the Licensed Property (as defined in the Contribution Agreement dated as of July 6, 2012 by and between STI and the LLC (the “ Contribution Agreement ”)) that STI granted to the LLC under the Contribution Agreement, and the parties hereby agrees that the expiration date of both the

Company’s and the LLC’s rights with respect to such Licensed Property shall terminate upon the date thirty (30) days after the Financing Closing.

Section 4.03 Termination of Withdrawal and Return of Capital Rights . STI acknowledges and agrees that, upon consummation of the Exchange, STI’s rights under Section 3.7(b) of the Operating Agreement, relating to withdrawal and return of capital contributions, shall be extinguished.

ARTICLE V
GENERAL PROVISIONS

Section 5.01 Termination, Amendment and Waivers . This Agreement may only be terminated by written agreement of each party hereto; provided , however, that this Agreement shall automatically terminate on July 31, 2013 if the Financing Closing shall not have previously occurred. This Agreement may not be amended or modified or any provision hereof waived except by written agreement of each party hereto; provided , that each party may individually waive its own rights under this Agreement.

Section 5.02 Severability . If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent so determined and such invalidity or unenforceability shall not affect the remainder of such provision or the remaining provisions of this Agreement.

Section 5.03 Counterparts . This Agreement and any exhibit or schedule hereto may be executed in multiple counterparts, each of which shall constitute an original but all of which shall constitute but one and the same instrument. One or more counterparts of this Agreement or any Exhibit or Schedule hereto may be delivered via fax, .pdf or other electronic reproduction and transmission, with the intention that they shall have the same effect as an original counterpart hereof.

Section 5.04 Effect of Heading . The Article and Section headings herein are for convenience of reference only and are not to be considered in construing this Agreement.

Section 5.05 Governing Law; Specific Performance .

(a) This Agreement shall be governed by and construed in accordance with the Delaware General Corporation Law as to matters within the scope thereof, and as to all other matters shall be governed and construed in accordance with the laws of the State of California and the laws of the United States applicable therein (without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction) and shall be treated in all respects as a California contract.

(b) It is specifically understood and agreed that any breach of the provisions of this Agreement by any person subject hereto will result in irreparable injury to the other parties hereto, that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedies which they may have, such other parties may enforce their respective rights by actions for specific performance (to the extent permitted by law).

Section 5.06 Integration . This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire understanding and agreement between the parties with regard to the subjects hereof and thereof and supersedes any prior agreements or understandings between or among them, with respect to the subject matter hereof and thereof.

Section 5.07 Binding Effect . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Exchange Agreement as of the date first set forth above.

THE COMPANY :		THE FOUNDERS :

RESONANT INC.

		/s/ Terry Lingren
		Terry Lingren

By:	/s/ Terry Lingren
	Terry Lingren
Its:	Chief Executive Officer	/s/ Neal Fenzi
		Neal Fenzi

THE LLC :

RESONANT LLC		/s/ Robert Hammond
		Robert Hammond


		STI :
By:	/s/ Terry Lingren
	Terry Lingren	SUPERCONDUCTOR TECHNOLOGIES INC.
Its:	Manager and Chief Executive Officer


		By:	/s/ Jeffrey A. Quiram
			Jeffrey A. Quiram
		Its:	Chief Executive Officer

SCHEDULE 1

Units

Member	Interests	Shares of Common Stock to Be Issued in Exchange
Terry Lingren 15472 Harrow Lane Poway CA 92064	166,666 2/3 Class B Units	333,333
Neal Fenzi 650 Burtis Street Santa Barbara, California 93111	166,666 2/3 Class B Units	333,333
Robert Hammond 3245 Campanil Drive Santa Barbara, California 93109	166,666 2/3 Class B Units	333,333
Superconductor Technologies Inc. 9101 Wall Street, Suite 1300 Austin, TX 78754	300,000 Class C Units	n/a

Founder LLC Warrants

Founder	Founder LLC Warrant Certificate No.	Founder LLC Warrants Expiration Date	Class B Units Subject to Founder LLC Warrants	Shares of Common Stock to Be Subject to Founder Company Warrants
Terry Lingren	A-1	1/31/2018	20,833	41,666

Neal Fenzi	A-3	1/31/2018	20,833	41,666

Robert Hammond	A-2	1/31/2018	20,833	41,666

Terry Lingren	A-4	3/19/2018	20,833	41,667

Neal Fenzi	A-6	3/19/2018	20,833	41,667

Robert Hammond	A-5	3/19/2018	20,833	41,667

EXHIBIT A

Form of Founder Company Warrant

RESONANT INC.

THE WARRANT EVIDENCED HEREBY AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER SUCH ACT OR THE RULES OR REGULATIONS PROMULGATED THEREUNDER. THE SHARES ISSUABLE UPON EXERCISE HEREOF ARE ALSO SUBJECT TO THE PROVISIONS OF A STOCKHOLDERS AGREEMENT WHICH INCLUDES CONTRACTUAL TRANSFER RESTRICTIONS. A COPY OF SUCH AGREEMENT IS AVAILABLE AT THE COMPANY’S PRINCIPAL OFFICE.

Expiration Date:

January ___, 2018

Certificate No: A-__

WARRANT TO PURCHASE

_[ 83,333 ]_

Shares of Common Stock

Resonant Inc., a Delaware corporation (the “ Company ”), for value received, hereby certifies that ____________, (the “ Holder ”), is entitled to purchase from the Company up to and including __[ 83,333 ] (the “ Number of Shares ”) duly authorized, validly issued, fully paid and nonassessable shares (the “ Shares ”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), on the terms set forth herein at an exercise price of Twenty Cents ($0.20) per share (the “ Purchase Price ”). The number of Shares and the Purchase Price may be adjusted from time to time as described in this Warrant. The Shares issuable upon exercise of this Warrant will be subject to all the terms, conditions and restrictions of the Stockholders Agreement by and among the stockholders of the Company dated effective as of ________, 2013 (the “ Stockholders Agreement ”).

1. Exercise .

1.1 Time for Exercise . This Warrant may be exercised in whole or in part at any time, and from time to time, during the period commencing on the date of this Warrant and expiring at 5:00 p.m. Pacific time on January ___, 2018 (the “ Expiration Date ”).

1.2 Stockholders Agreement . Unless the Holder has previously executed the Stockholders Agreement, the initial issuance of any Shares under this Warrant (but not the exercise) is subject to and conditioned upon the Holder’s prior execution and delivery of an unconditional agreement (e.g. a joinder agreement) to be bound by all the terms, conditions and restrictions of the Stockholders Agreement.

1.3 Manner of Exercise . This Warrant may be exercised by delivering it to the Company with the attached exercise form duly completed and signed, specifying (i) the number of Shares as to which the Warrant is being exercised at that time (the “ Exercise Number ”), and (ii) whether the exercise is being made by “purchase” or “exchange,” and representing and warranting to the Company that the statements set forth in Section 7 hereof are true and correct with respect to the Holder as of the date of exercise.

1.3.1 Purchase . If the Holder elects the purchase option, the Holder shall simultaneously deliver to the Company cash, a certified check or wire transfer of immediately available funds in an amount equal to the Exercise Number multiplied by the Purchase Price, and the Holder shall be entitled to receive the full Exercise Number of Shares.

1.3.2 Exchange . If the Holder elects the exchange option, the Holder shall be entitled (without cash payment) to receive that number of Shares having an aggregate Market Value (determined as provided below) on the date of exercise equal to the difference between the Market Value of the Exercise Number of Shares and the aggregate Purchase Price thereof.

1.3.3 As used herein, “ Market Value ” for any security on any given date means (i) the average closing price for the prior ten (10) trading days for such security on the principal stock exchange on which such security is traded or (ii) if not so traded, the closing (or, if no closing price is available, the average of the bid and asked prices) for such period on NASDAQ if such security is listed on the NASDAQ or (iii) if not listed on any exchange or quoted on NASDAQ, such value as may be determined (without regard to illiquidity or minority status) in good faith by the Company’s Board of Directors, which determination shall be conclusively binding on the parties, except that, at the request of the Holder, the fair price shall be determined by an investment banking firm reasonably acceptable to the Company, whose fees will be paid by the Holder unless the Market Price so determined exceeds one hundred and ten percent (110%) of that set by the Board.

1.4 Effect of Exercise . Subject to prior execution of the Stockholders Agreement as provided in Section 1.2 , the Company shall deliver promptly (but in any case within ten business days) after any exercise to the Holder (i) duly executed certificates in the name or names specified in the exercise notice representing the aggregate number of Shares issuable upon such exercise, and (ii) if this Warrant is exercised only in part, a new Warrant of like tenor representing the balance of the Number of Shares. Such certificates shall be deemed to have been issued, and the person receiving them shall be deemed to be a holder of record of such Shares, as of the close of business on the date the actions required in Section 1.3 shall have been completed or, if on that date the stock transfer books of the Company are closed, as of the next business day.

2. Transfer of Warrant and Shares .

2.1 Transfer Restrictions . Neither this Warrant nor the securities issuable upon its exercise may be sold, transferred or pledged unless the Company shall have been supplied with reasonably satisfactory evidence that such transfer is not in violation of the Securities Act of 1933, as amended, and any applicable state securities laws. The Company may place a legend to that effect on this Warrant, any replacement Warrant and each certificate representing Shares issuable upon exercise of this Warrant. This Warrant and the shares issuable upon exercise of this Warrant are also subject to the terms, conditions and restrictions of the Stockholders Agreement. Subject only to the foregoing, this Warrant is freely transferable by the Holder.

2.2 Manner of Transfer . Upon delivery of this Warrant to the Company with the attached assignment form duly completed and signed, the Company will promptly (but in any case within ten business days) execute and deliver to each transferee and, if applicable, the Holder, Warrants of like tenor evidencing the rights (i) of the transferee(s) to purchase the Number of Shares specified for each in the assignment forms, and (ii) of the Holder to purchase any untransferred portion, which in the aggregate shall equal the Number of Shares of the original Warrant. If this Warrant is properly assigned in compliance with this Section 2 , it may be exercised by an assignee without having a new Warrant issued.

2.3 Loss, Destruction of Warrant Certificates . Upon receipt of (i) evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and (ii) except in the case of mutilation, an indemnity or security reasonably satisfactory to the Company (the original Holder’s or institutional Holder’s indemnity agreed to be satisfactory), the Company will promptly (but in any case within ten business days) execute and deliver a replacement Warrant of like tenor representing the right to purchase the same Number of Shares.

3. Cost of Issuances . The Company shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of unit certificates or replacement Warrants, except for any transfer tax or other charge imposed as a result of (i) any issuance of stock certificates in any name other than the name of the Holder upon exercise of the Warrant or (ii) any transfer of the Warrant. The Company shall not be required to issue or deliver any stock certificate or Warrant until it receives reasonably satisfactory evidence that any such tax or other charge has been paid by the Holder.

4. Adjustments . If any of the following events occur at any time hereafter during the term of this Warrant, then the Purchase Price and the Number of Shares immediately prior to such event shall be changed as described in order to prevent dilution:

4.1 Stock Splits and Reverse Splits . If at any time the outstanding shares of Common Stock are subdivided into a greater number of shares, then the Purchase Price will be reduced proportionately and the number of Shares will be increased proportionately. Conversely, if at any time the outstanding shares of Common Stock are consolidated into a smaller number of shares, then the Purchase Price will be increased proportionately and the Number of Shares will be reduced proportionately.

4.2 Distributions . In the event the Company declares a distribution upon the Common Stock, whether in cash, property or securities, at the time of subsequent exercise of this Warrant, the Company shall deliver both (i) the Number of Shares for which exercise is made plus (ii) such distribution as would have been previously distributed to the Holder if such exercise had been made on the date hereof. If the Company shall declare a distribution payable in cash on its Common Stock and shall at substantially the same time offer to its stockholders a right to purchase new shares from the proceeds of such distribution, or for an amount substantially equal to the distribution, the amount of shares so offered shall, for the purpose of this Warrant, be deemed to have been issued as a distribution with respect to such share.

4.3 Effect of Reorganization and Asset Sales . If any (i) reorganization or reclassification of the Common Stock, (ii) consolidation or merger of the Company with or into another entity, (iii) sale of all or substantially all of its operating assets to another person or entity, or (iv) sale of the Company substantially as a going concern followed by a liquidation of the Company (any such occurrence shall be an “ Event ”), is effected in such a way that holders of Common Stock (either directly or upon conversion into another class of equity) are entitled to receive securities and/or assets as a result of their ownership of Common Stock, then upon exercise of this Warrant the Holder will have the right to receive the securities or assets which they would have received if such rights had been fully exercised as of the record date for such Event. The Company will not affect any Event unless prior to or simultaneously with its consummation the successor entity resulting from the consolidation or merger (if other than the Company), or the entity purchasing the Company’s assets, assumes the performance of the Company’s obligations under this Warrant (as appropriately adjusted to reflect such consolidation, merger or sale such that the Holder’s rights under this Warrant remain, as nearly as practicable, unchanged) by a binding written instrument.

4.4 Other Securities Adjustments . If as a result of this Section 4 , a Holder is entitled to receive any securities other than Common Stock upon exercise of this Warrant, the number and purchase price of such securities shall thereafter be adjusted from time to time in the same manner as provided pursuant to this Section 4 for Common Stock. To the extent that a right receivable on exercise of this Warrant has lapsed or been lost prior to the date of exercise, on exercise the Company shall pay in cash or in Common Stock based on its Market Value on the date of exercise an amount equal to the Market Value of the right which lapsed or was lost, determined as of the time which such right lapsed or was lost. The allocation of purchase price between various securities shall be made in writing by the Board of Directors of the Company in good faith at the time of the event by which the Holder becomes entitled to receive new securities, and a copy sent to the Holder.

4.5 Notices .

4.5.1 Notice of Adjustments . When any adjustment is required to be made under this Section 4 , the Company shall promptly (i) determine such adjustments, (ii) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the adjustment, and (iii) cause a copy of such statement, together with any agreement required by Section 4.3 , to be mailed to the Holder within ten (10) days after the date on which the circumstances giving rise to such adjustment occurred.

4.5.2 Notice of Events . If at any time (i) the Company declares any distribution on the Common Stock, (ii) any Event is expected to occur, or (iii) there is a voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall give the Holder at least thirty (30) but not more than ninety (90) days written notice of the date on which the books of the Company will close or upon which a record will be taken with regard to such occurrence. Such notice will also specify the date as of which the holders of Common Stock will participate in the distribution or will be entitled to exchange their shares for securities or other property. The notice may state that the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote or determination of equity holders or of any governmental agency.

4.6 Computations and Adjustments . Upon each computation of an adjustment under this Section 4 , the Purchase Price shall be computed to the next lowest cent and the number of Shares shall be calculated to the next highest whole unit. However, the fractional amount shall be used in calculating any future adjustments. No fractional shares of Common Stock shall be issued in connection with the exercise of this Warrant, but the Company shall, in the case of the final exercise under this Warrant, make a cash payment for any fractional shares based on the value (determined without discount for illiquidity or minority status) as may be determined in good faith by the Company’s Board of Directors, which determination shall be conclusively binding on the parties. Notwithstanding any changes in the Purchase Price or the Number of Shares, this Warrant, and any Warrants issued in replacement or upon transfer thereof, may continue to state the initial Purchase Price and the initial Number of Shares. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for the additional shares purchasable hereunder or, upon surrender of the existing Warrant, to issue a replacement Warrant evidencing the aggregate Number of Shares to which the Holder is entitled after such adjustments.

4.7 Exercise Before Payment Date . In the event that this Warrant is exercised after the record date for any event requiring an adjustment, but prior to the actual event, the Company may elect to defer issuing to the Holder any payment or additional securities required by such adjustment until the actual event occurs; provided, however , that the Company shall deliver a “due bill” or other appropriate instrument to the Holder transferable to the same extent as the shares issuable on exercise

evidencing the Holder’s right to receive such additional payment or securities upon the occurrence of the event requiring such adjustment.

5. Covenants . The Company agrees that:

5.1 Reservation of Shares . During the period in which this Warrant may be exercised, the Company will reserve sufficient authorized but unissued securities (and, if applicable, property) to enable it to satisfy its obligations on exercise of this Warrant. If at any time the Company’s authorized securities shall not be sufficient to allow the exercise of this Warrant, the Company shall take such corporate action as may be necessary to increase its authorized but unissued securities to be sufficient for such purpose;

5.2 No Liens, etc . All securities that may be issued upon exercise of this Warrant will, upon issuance, be validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and shall be listed on any exchanges or authorized for trading on any automated systems on which that class of securities is listed or authorized for trading;

5.3 No Diminution of Value . The Company will not take any action to terminate this Warrant or to diminish it in value;

5.4 Furnish Information . The Company will promptly deliver to the Holder copies of all financial statements, reports, proxy statements and other information which the Company shall have sent to its stockholders generally; and

5.5 Stock and Warrant Transfer Books . Except upon dissolution, liquidation or winding up or for ordinary holidays and weekends, the Company will not at any time close its stock or warrant transfer books so as to result in preventing or delaying the exercise or transfer of this Warrant.

6. Status of Holder .

6.1 Not a Stockholder . Except as otherwise provided in this Warrant, unless the Holder exercises this Warrant in writing, the Holder shall not be entitled to any rights (i) as a stockholder of the Company with respect to the shares as to which the Warrant is exercisable including, without limitation, the right to vote or receive dividends or other distributions, or (ii) to receive any notice of any proceedings of the Company.

6.2 Limitation of Liability . Unless the Holder exercises this Warrant in writing, the Holder’s rights and privileges hereunder shall not give rise to any liability for the Purchase Price, whether to the Company or its creditors.

7. Representations and Warranties of the Holder . The Holder represents and warrants to the Company as follows:

7.1 Purchase for Own Account . This Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution in violation of the Securities Act of 1933, as amended.

7.2 Disclosure of Information . The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without

unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access.

7.3 Investment Experience . The Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

7.4 Accredited Investor Status . The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the 1933 Act.

7.5 The 1933 Act . The Holder understands that this Warrant and the underlying securities issuable upon exercise or conversion hereof have not been registered under the 1933 Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and underlying securities issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the 1933 Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

8. General Provisions .

8.1 Complete Agreement; Modifications . This Warrant and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Warrant may not be amended, altered or modified except by a writing signed by the parties.

8.2 Additional Documents . Each party hereto agrees to execute any and all further documents and writings and to perform such other actions which may be or become necessary or expedient to effectuate and carry out this Warrant.

8.3 Notices . All notices under this Warrant shall be in writing and shall be delivered by personal service, electronic mail, facsimile or certified mail (if certified mail is not available, then by first class mail), postage prepaid, to such address as may be designated from time to time by the relevant party, and which shall initially be:

To the Company: Resonant Inc.
460 Ward Drive, Suite D
Santa Barbara, CA 93111
Attn: Terry Lingren, Chief Executive Officer
Email: tlingren@resonantwireless.com

To the Holder: ____________________
____________________
____________________
Attn: _______________
Email:_______________

Any notice sent by certified mail shall be deemed to have been given three (3) days after the date on which it is mailed. All other notices shall be deemed given when received. No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a party.

8.4 No Third-Party Benefits; Successors and Assigns . None of the provisions of this Warrant shall be for the benefit of, or enforceable by, any third-party beneficiary. Except as provided herein to the contrary, this Warrant shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns. The Holder may assign its rights and obligations under this Warrant to any third party if done so in compliance with the requirements of Section 2 . The Company may only assign its rights and obligations under this Warrant in connection with a merger, consolidation or sale of substantially all of its operating assets to the extent expressly permitted by, and in compliance with all the requirements of, Section 4.3 .

8.5 Governing Law; Venue; Jurisdiction; Waiver of Jury Trial . This Warrant has been negotiated and entered into in the State of California, concerns a California business and all questions with respect to the Warrant and the rights and liabilities of the parties will be governed by the laws of California, regardless of the choice of law provisions of California or any other jurisdiction. Any and all disputes between the parties which may arise from or relate to this Warrant not covered by arbitration will be heard and determined exclusively before an appropriate federal or state court located in Los Angeles, California. Each party (i) irrevocably consents to the exclusive jurisdiction of the Los Angeles Superior Court and the Federal District Court for the Central District of California (or their successor courts) for all purposes in connection with any litigation that arises from or relates to this Warrant, (ii) agrees that any litigation arising from or relating to this Warrant shall be instituted and prosecuted only in such courts, (iii) waives any rights it may have to personal service of summons, complaint, or other process in connection therewith, and (iv) agrees that service may be made by certified mail addressed to such party sent to the addresses designated from time to time in accordance with Section 8.3 . The parties hereby waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing on any matter arising from or relating to this Warrant.

8.6 Waivers Strictly Construed . With regard to any power, remedy or right provided herein or otherwise available to any party hereunder (i) no waiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, and (ii) no alteration, modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

8.7 Severability . The validity, legality or enforceability of the remainder of this Warrant shall not be affected even if one or more of its provisions shall be held to be invalid, illegal or unenforceable in any respect.

8.8 Attorneys’ Fees . Should any litigation or arbitration be commenced (including any proceedings in a bankruptcy court) between the parties hereto or their representatives concerning any provision of this Warrant or the rights and duties of any person or entity hereunder, the party or parties prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to the attorneys’ fees and court costs incurred by reason of such litigation or arbitration.

*** [NEXT PAGE IS SIGNATURE PAGE] ***

SIGNATURE PAGE TO WARRANT

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed effective as of June ___, 2013.

“Holder”			“Company”

			RESONANT INC. ,
a		company	a Delaware corporation



			Authorized Signature
	Authorized Signature
			Terry Lingren
			Print Name
	Print Name
			President and Chief Executive Officer
			Title
	Title

Signature Page

ASSIGNMENT FORM

(To Be Executed Upon Transfer of Warrant)

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.

		[NAME OF HOLDER]

Dated:		By:
			Signature


		Name:
			(Please Print)


		Title:

		Address:






TRANSFEREE:


Name:
	(Please Print)

Address:

EXERCISE FORM

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby exercises the Warrant with regard to _____________ shares of Common Stock and herewith [makes payment of the purchase price in full] [or requests that the Company exchange the Warrant as provided in Section 1.3.2 of the Warrant]. The undersigned requests that the certificate(s) for such Shares [and the Warrant for the unexercised portion of this Warrant] be issued [to the Holder] [in the name set forth below]. The undersigned further 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 the undersigned as of the date hereof.

		[NAME OF HOLDER]

Dated:		By:
			Signature


		Name:
				(Please Print)


		Title:

		Address:






TRANSFEREE:


Name:
	(Please Print)

Address:

EXHIBIT B

Form of STI Note

SUBORDINATED SENIOR SECURED CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THE FOREGOING IN AND OF ITSELF SHALL NOT PROHIBIT THE SECURITIES FROM BEING PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

THIS NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED ON OR ABOUT THE ISSUANCE DATE BY AND AMONG THE COMPANY, THE ORIGINAL HOLDER OF THIS NOTE AND THE OTHER PARTIES THERETO, A COPY OF WHICH MAY BE OBTAINED AT THE COMPANY’S PRINCIPAL OFFICE.

THE TRANSFERABILITY OF THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RIGHTS OF FIRST REFUSAL AND RESTRICTIONS AGAINST TRANSFERS) CONTAINED IN A CERTAIN STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND THE HOLDER OF THIS NOTE (A COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE COMPANY FOR EXAMINATION).

RESONANT INC.

SUBORDINATED SENIOR SECURED CONVERTIBLE NOTE

Issuance Date: June 17, 2013

Principal Amount: U.S. $2,400,000

FOR VALUE RECEIVED, Resonant Inc., a Delaware corporation (the “ Company ”), hereby promises to pay to the order of Superconductor Technologies Inc., a Delaware corporation, or its permitted and registered assigns (“ Holder ”) the amount set out above as the Principal Amount (the “ Principal ”) when due, whether upon the Maturity Date (as defined below), acceleration, prepayment or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section 25.

1. PREPAYMENT . The Company may, at any time prior to the Maturity Date, prepay this Subordinated Senior Secured Convertible Note (including all Subordinated Senior

Secured Convertible Notes issued in exchange, transfer or replacement hereof, this “ Note ”) in full, and in part, upon the written consent of the Holder. In the event the Company wishes to prepay this Note, it shall notify the Holder to obtain its consent.

2. INTEREST RATE . No interest shall accrue on or be payable under this Note.

3. CONVERSION . This Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 3.

(a) Mandatory Conversion – Qualifying IPO . Upon consummation of the Qualifying IPO, the Conversion Amount of this Note shall automatically convert, through no further action on the part of the Company or the Holder, into 700,000 shares of Common Stock (subject to adjustment as provided in Section 5).

(b) Mandatory Conversion – Conversion of All Senior Notes . If all of the Senior Notes shall have converted into Common Stock in accordance with the terms of the Senior Notes, then the Conversion Amount of this Note shall automatically convert, through no further action on the part of the Company or the Holder, into 700,000 shares of Common Stock (subject to adjustment as provided in Section 5).

(c) Optional Conversion . At any time after the date set out above as the Issuance Date (the “ Issuance Date ”), the Holder shall be entitled to convert the Conversion Amount of this Note into 700,000 shares of Common Stock (subject to adjustment as provided in Section 5).

(d) Mechanics of Conversion .

(i) Conversion; Issuance of Shares . To convert this Note pursuant to Section 3(c) above into shares of Common Stock on any date (a “ Conversion Date ”), the Holder shall deliver a copy of a fully-completed and executed notice of conversion in the form attached hereto as Exhibit I (the “ Conversion Notice ”) to the Company. On or before the fifth Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II , of receipt of such Conversion Notice to the Holder. On or before the tenth Business Day following the date of receipt of a Conversion Notice, or the triggering of a mandatory conversion pursuant to Sections 3(a) or 3(b) above, the Company shall issue and deliver to the Holder a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled.

(ii) Registration; Book-Entry . The Company shall maintain a register (the “ Register ”) for the recordation of the name and address of the holder of this Note and the principal amount hereof. The entries in the Register shall be conclusive and binding for all purposes absent manifest error. Upon its receipt of a written request to assign, transfer or sell all or part of this Note by the Holder in compliance with the terms hereof and any other applicable restrictions, the Company shall record the information contained therein in the Register and issue one or more new Notes in the same aggregate principal amount as the principal amount of the surrendered

Registered Note to the designated assignee or transferee pursuant to Section 14, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of this Note within two (2) Business Days of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be). The Holder and the Company shall maintain records showing the Principal converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

(iii) No Fractional Shares; Transfer Taxes . The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes (but expressly including any income or similar taxes) that may be payable with respect to the issuance and delivery of Common Stock upon any conversion.

4. RIGHTS UPON EVENT OF DEFAULT .

(a) Event of Default . Each of the following events shall constitute an “ Event of Default ”:

(i) the Company’s failure to convert this Note in compliance with Section 3, provided that there shall be no Event of Default during any period of good faith disagreement regarding whether the Holder has satisfied all requirements to require conversion of the Note pursuant to Section 3 but only if the Company has promptly responded to any assertion by the Holder that the Note has converted into Common Stock pursuant to Section 3;

(ii) the Company’s failure to pay to the Holder any Principal when and as due under this Note or any other amounts within five (5) days of when due under this Note;

(iii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company by a third party, shall not be dismissed within sixty (60) days of their initiation;

judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;

(v) the entry by a court of (A) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law; (B) a decree, order, judgment or other similar document adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law; or (C) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of sixty (60) consecutive days;

(vi) the Grantor (as that term is defined in the Security Agreement) breaches any representation, warranty, covenant or other term or condition of its respective Security Agreement so as to materially impair the security interests provided for thereunder to the Secured Parties (as defined therein), except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of five (5) days;

(vii) the validity or enforceability of any material provision of any Transaction Document shall be contested by the Company, or a proceeding shall be commenced by the Company seeking to establish the invalidity or unenforceability thereof, or the Company shall deny in writing that it has any material liability or obligation purported to be created under any Transaction Document;

in favor of each of the Secured Parties (as defined in the Security Agreement) and such breach remains uncured for a period of five (5) days;

(ix) except as could not be reasonably expected to have a Material Adverse Effect (as defined in the Securities Purchase Agreement), the Company shall admit in writing, or any court of competent jurisdiction shall rule in a final non-appealable order, that a Person other than a Company Entity is the rightful owner of any patent that is included with the Collateral as of the date hereof; or

(x) any Event of Default (as defined in the Senior Notes) occurs with respect to the Senior Notes.

(b) Notice of an Event of Default . Upon the occurrence of an Event of Default, the Company shall within three (3) Business Days deliver written notice thereof (an “ Event of Default Notice ”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may, by notice to the Company and subject to any limitations in the Subordination Agreement, declare this Note to be forthwith due and payable, whereupon the Principal, plus all reasonable costs of enforcement and collection (including court costs and reasonable attorney’s fees), shall immediately become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company.

5. ADJUSTMENT OF CONVERSION RATE .

(a) Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock . If the Company subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, then the rate at which the Conversion Amount is convertible into Common Stock provided herein (collectively, the “ Conversion Rate ”) in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 5(a) shall become effective immediately after the effective date of such subdivision or combination.

(b) Other Events . In the event that the Company shall take any action to which the provisions of Section 5(a) are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution of the nature to be protected against by Section 5(a) or if any event occurs of the type contemplated by the provisions of Section 5(a) (i.e., proportional adjustments to reflect changes in the Company’s capital structure, but not anti-dilution protections based on the issuance price of new securities) but not expressly provided for by such provisions, then the Company’s Board of Directors shall in good faith determine and implement an appropriate adjustment in the Conversion Rate so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 5(a) will increase the Conversion Rate as otherwise determined pursuant to this

Section 5(a), provided further that if the Requisite Holders do not accept such adjustments as appropriately protecting the interests of the holders of the Notes against such dilution of the nature to be protected against by Section 5(a), then the Company’s Board of Directors and the Requisite Holders shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company unless such adjustment, as finally determined by such investment bank, is within three percent (3%) of the Company’s originally proposed adjustment, in which case such fees and expenses shall be borne by the Holders of the Notes.

6. SUBORDINATION . The indebtedness evidenced by this Note is subordinated in right of payment to the prior payment in full of the Senior Creditor Indebtedness (as defined in the Subordination Agreement).

7. NON-CIRCUMVENTION . The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing, so long as this Note remains outstanding, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Rate then in effect and (b) shall take all such actions as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of this Note.

8. RESERVATION OF AUTHORIZED SHARES .

(a) Reservation . The Company shall at all times reserve and keep available out of its authorized but unissued shares Common Stock, solely for the purpose of effecting the conversion of this Note, no less than the maximum number of shares issuable on conversion of this Note (the “ Required Reserve Amount ”).

(b) Insufficient Authorized Shares . If, notwithstanding Section 8(a), and not in limitation thereof, at any time while this Note remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve a number of shares of Common Stock equal to the Required Reserve Amount (an “ Authorized Share Failure ”), then the Company shall promptly take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Note. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than seventy (70) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In

connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

9. COVENANTS . Until this Note has been converted or otherwise satisfied in accordance with its terms:

(a) Rank . This Note shall be pari passu with the Senior Notes in rights to collateral and liens. For the avoidance of doubt, and without limiting the generality of the immediately preceding sentence, (i) any debt incurred by the Company in a Bridge Financing (as defined in the Securities Purchase Agreement) as to which the Required Holders (as defined in the Securities Purchase Agreement) consent to be senior to the Senior Notes shall be senior to this Note to the same extent as it is senior to the Senior Notes; (ii) any debt incurred by the Company in a Bridge Financing as to which the Required Holders consent to be pari passu with the Senior Notes in right of payment shall be senior in right of payment to this Note; and (iii) any debt incurred by the Company in a Bridge Financing as to which the Required Holders consent to be pari passu with the Senior Notes in rights to collateral and liens shall be pari passu in rights to collateral and liens to this Note. Furthermore, unless otherwise agreed by the Holder, any debt incurred by the Company in a Bridge Financing that is junior to the Senior Notes in right of payment and/or rights to collateral and liens shall also be junior in the applicable such rights to this Note.

(b) New Subsidiaries . Simultaneously with the acquisition or formation of each New Subsidiary, the Company shall cause such New Subsidiary to execute, and deliver to the Holder, all Security Documents (as defined in the Security Agreement) as requested by the Holder. Without the prior consent of the Holder, the Company shall not, directly or indirectly, acquire or form any New Subsidiary if such New Subsidiary would not be wholly-owned, directly or indirectly, by the Company.

(c) Announcement of Qualifying IPO . At such time as the Company determines that it will consummate a Qualifying IPO, it shall send a notice to the Holder (the “ IPO Notice ”) of the proposed consummation date of the Qualifying IPO (the “ Announced IPO Date ”) no later than twenty (20) calendar days prior to such Announced IPO Date. To the extent that the Announced IPO Date is subsequently advanced or delayed, the Company shall send an amended IPO Notice of the revised proposed consummation date of the Qualifying IPO to the Holder; provided, however, the Company may not advance the Announced IPO Date to a date less than five (5) Business Days after the date of the latest amending IPO Notice. If any Announced IPO Date is delayed, the amending IPO Notice will be deemed the establishment of a new Announced IPO Date and any Conversion Notice given based on a previously Announced IPO Date will be deemed cancelled unless the Holder affirms in writing the Conversion Notice as given.

10. SECURITY . This Note is secured to the extent and in the manner set forth in the Subordination Agreement, the Security Agreement and the other Security Documents.

11. DISTRIBUTION PARTICIPATION . If while this Note remains outstanding, the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note, pursuant to Section 3(a), immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

12. INTENTIONALLY OMITTED .

13. AMENDING THE TERMS OF THIS NOTE . Provisions of this Note may be amended only with the written consent of the Company and the Holder. For purposes of clarification and not of limitation, the security interests granted to the Holder pursuant to the Security Agreement may not be changed or reduced and no additional security interests may be granted in the Collateral (other than Permitted Encumbrances (as defined in the Securities Purchase Agreement)) without the express consent of the Holder.

14. TRANSFER . This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company hereunder, subject only to the provisions of the Stockholders Agreement, the Subordination Agreement and any other restrictions expressly provided for or referred to herein.

15. REISSUANCE OF THIS NOTE .

(a) Transfer . If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will promptly issue and deliver upon the order of the Holder a new Note (in accordance with Section 15(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 15(d)) to the Holder representing the outstanding Principal not being transferred.

(b) Lost, Stolen or Mutilated Note . Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 15(d)) representing the outstanding Principal.

(c) Note Exchangeable for Different Denominations . This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 15(d) and in principal amounts of at least $10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Notes . Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Sections 15(a) or 15(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, and (iv) shall have the same rights and conditions as this Note.

16. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF . The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

17. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS . If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the reasonable costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, reasonable attorneys’ fees and disbursements.

18. CONSTRUCTION; HEADINGS . This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Terms used in this Note but defined in the other

Transaction Documents shall have the meanings ascribed to such terms in such other Transaction Documents.

19. FAILURE OR INDULGENCE NOT WAIVER . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

20. INTENTIONALLY OMITTED .

21. NOTICES; PAYMENTS .

(a) Notices . Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the Stockholders Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly following any adjustment of the Conversion Rate, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record with respect to any dividend or distribution upon the Common Stock.

(b) Payments . Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing, provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

22. CANCELLATION . After all Principal and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

23. WAIVER OF NOTICE . To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

24. GOVERNING LAW . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other

than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

25. CERTAIN DEFINITIONS . For purposes of this Note, the following terms shall have the following meanings:

(a) “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York or the State of California are authorized or required by law to remain closed.

(b) “ Common Stock ” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(c) “ Conversion Amount ” means, as of the date of calculation, the sum of the outstanding and unpaid Principal plus any other unpaid amounts due under this Note.

(d) “ Maturity Date ” shall mean September 17, 2014, which date will automatically be extended to March 17, 2015, provided that (i) all legal and regulatory requirements for the registration statement for the Qualifying IPO to be declared effective within 48 hours after the filing by the Company of a notice of acceleration with the SEC prior to September 17, 2014 have been satisfied (other than legal and regulatory requirements that would have been satisfied but for the failure of the underwriters to take customary actions in connection with such offering), and (ii) either (A) MDB Capital Group LLC or another lead/managing underwriter for the Qualifying IPO shall have written to the Company prior to September 17, 2014 to indicate that it does not then believe it can complete the Qualifying IPO before September 17, 2014 at a pre-money

valuation at or above $9,000,000, or (B) MDB Capital Group LLC or another lead/managing underwriter for the Qualifying IPO shall have failed to respond within three (3) Business Days to a request by the Company for a written statement to the effect that the Qualifying IPO can be completed during the Initial Term at a pre-money valuation at or above $9,000,000.

(e) “ New Subsidiary ” means, as of any date of determination, any Person in which the Company after the date hereof, directly or indirectly, (i) owns or acquires any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “ New Subsidiaries .”

(f) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(g) “ Qualifying IPO ” means an underwriting of the Common Stock of the Company, registered for public distribution on a registration statement on Form S-1 (or other available registration statement form), for intended gross proceeds of not less than $8,000,000 (excluding any overallotment option).

(h) “ SEC ” means the United States Securities and Exchange Commission or the successor thereto.

(i) “ Securities Purchase Agreement ” means that certain securities purchase agreement, dated as of the date hereof, with certain prospective investors in the Company, under which the Company will issue and sell to such investors Senior Secured Convertible Promissory Notes in the aggregate principal amount of at least $6,500,000, as it may be amended from time to time.

(j) “ Security Agreement ” means collectively (i) that certain security agreement, dated as of the date hereof, by and among the Company and the Holder, as it may be amended from time to time; and (ii) that certain security agreement, dated as of the date hereof, by and among Resonant LLC and the Holder, as it may be amended from time to time.

(k) “ Security Documents ” means the Security Agreement and any other security documents and agreements entered into in connection with the Security Agreement, as each may be amended or modified from time to time.

(l) “ Senior Notes ” means the Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement in the original principal amount, and on such other material terms, as when originally issued.

(m) “ Stockholders Agreement ” means that certain stockholders agreement, dated the date hereof, by and among the Company, the Holder, Terry Lingren, Robert Hammond, Neal Fenzi, and MDB Capital Group, LLC, as it may be amended from time to time.

(n) “ Subordination Agreement ” means that certain subordination agreement, dated as of the date hereof, by and among the Holder and the initial holders of the Senior Notes, as it may be amended from time to time.

(o) “ Transaction Document ” means this Note, the Subordination Agreement, the Security Agreement and the other Security Documents.

[ signature page follows ]

IN WITNESS WHEREOF, the Company has caused this Subordinated Senior Secured Convertible Note to be duly executed as of the Issuance Date set out above.

	RESONANT INC.



	By:
		Name:
		Title:

EXHIBIT I

RESONANT INC.
CONVERSION NOTICE

Reference is made to the Subordinated Senior Secured Convertible Note (the “ Note ”) issued to the undersigned by Resonant Inc. (the “ Company ”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of common stock, $0.001 par value per share (the “ Common Stock ”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate Conversion Amount to be converted:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note is being converted in the following name and to the following address:

Issue to:



Facsimile Number:

Holder:

By:

Title:

Dated:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby covenants to issue the above indicated number of shares of Common Stock.

	RESONANT INC.


	By:
		Name:
		Title:

EXHIBIT C

Form of Company Security Agreement

THE RIGHTS OF THE SECURED PARTY UNDER THIS AGREEMENT ARE SUBJECT TO, AND SUBORDINATED TO THE RIGHTS OF CERTAIN OTHER CREDITORS OF GRANTOR TO THE EXTENT SET FORTH IN A SUBORDINATION AGREEMENT DATED AS OF JUNE 17, 2013 BY AND AMONG SUPERCONDUCTOR TECHNOLOGIES INC. AS SUBORDINATED CREDITOR AND THE SENIOR CREDITORS PARTY THERETO. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE SUBORDINATION AGREEMENT, THE PROVISIONS OF THE SUBORDINATION AGREEMENT SHALL GOVERN.

SECURITY AGREEMENT

This SECURITY AGREEMENT (this “ Agreement ”), dated as of June 17, 2013, is made by and between Resonant Inc., a Delaware corporation (the “ Grantor ”), and Superconductor Technologies Inc., a Delaware corporation (the “ Secured Party ”).

RECITALS

WHEREAS , pursuant to that certain Exchange Agreement, dated even date herewith (as may be amended, restated, supplemented, or otherwise modified from time to time, including all schedules and exhibits thereto, collectively, the “ Exchange Agreement ”), by and among, inter alia , the Grantor, Resonant LLC, a California limited liability company and wholly owned subsidiary of the Grantor (“ Resonant LLC ”) and the Secured Party, Grantor has agreed to issue, and the Secured Party has agreed to acquire, that certain Subordinated Senior Secured Convertible Note dated of even date herewith (the “ Note ”); and

WHEREAS , in order to induce the Secured Party to acquire the Note as provided for in the Exchange Agreement, Grantor has agreed to grant a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of the Secured Obligations (as defined below).

AGREEMENTS

NOW, THEREFORE , for and in consideration of the recitals made above and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms . All capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Note. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Note; provided, however, if the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a) “ Account ” means an account (as that term is defined in the Code).

(b) “ Account Debtor ” means an account debtor (as that term is defined in the Code).

(d) “ Books ” means books and records (including, without limitation, the Grantor’s Records) indicating, summarizing, or evidencing the Grantor’s assets (including the Collateral) or liabilities, the Grantor’s Records relating to its business operations (including, without limitation, stock ledgers) or financial condition, and the Grantor’s goods or General Intangibles related to such information.

(e) “ Chattel Paper ” means chattel paper (as that term is defined in the Code) and includes tangible chattel paper and electronic chattel paper.

(f) “ Code ” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to the Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.

(g) “ Collateral ” has the meaning specified therefor in Section 2.

(h) “ Commercial Tort Claims ” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1 attached hereto.

(i) “ Control Agreement ” means a control agreement, in form and substance reasonably satisfactory to the Secured Party, executed and delivered by Grantor, the Secured Party, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account), as may be amended, restated, supplemented, or otherwise modified from time to time. Notwithstanding the foregoing, if the Grantor provides a proposed form of Control Agreement to the Secured Party for approval, and the Secured Party does not provide comments or approval of such proposed form within twenty (20) days following receipt thereof from the Grantor or, thereafter, fails to negotiate with the securities intermediary or bank in a good faith, reasonable and timely manner in order to reach agreement on such form, the proposed form of Control Agreement shall be deemed to be reasonably satisfactory to the Secured Party.

(j) “ Copyrights ” means all copyrights and copyright registrations, and also includes (i) all reissues, continuations, extensions or renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv)

the goodwill of Grantor’s business symbolized by the foregoing or connected therewith, and (v) all of Grantor’s rights corresponding thereto throughout the world.

(k) “ Deposit Account ” means a deposit account (as that term is defined in the Code).

(l) “ Equipment ” means all equipment (as that term is defined in the Code) in all of its forms of the Grantor, wherever located, and including, without limitation, all machinery, apparatus, installation facilities and other tangible personal property, and all parts thereof and all accessions, additions, attachments, improvements, substitutions, replacements and proceeds thereto and therefor.

(m) “ Event of Default ” has the meaning specified therefor in the Note.

(n) “ General Intangibles ” means general intangibles (as that term is defined in the Code) and, in any event, includes payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, programming materials, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment under any royalty or licensing agreements (including Intellectual Property Licenses), infringement claims, commercial computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company (including Resonant LLC) which do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

(o) “ Governmental Authority ” means any domestic or foreign federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

(p) “ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law or any equivalent laws in any other jurisdiction, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

(q) “ Intellectual Property ” means Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists, and Intellectual Property Licenses.

(r) “ Intellectual Property Licenses ” means rights under or interests in any patent, trademark, copyright or other intellectual property, including software license agreements with any other party, whether the Grantor is a licensee or licensor under any

such license agreement, as may be amended, restated, supplemented, or otherwise modified from time to time.

(s) “ Inventory ” means all inventory (as that term is defined in the Code) in all of its forms of the Grantor, wherever located, including, without limitation, (i) all goods in which the Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which the Grantor has an interest or right as consignee), and (ii) all goods which are returned to or repossessed by the Grantor, and all accessions thereto, products thereof and documents therefor.

(t) “ Investment Related Property ” means (i) investment property (as that term is defined in the Code), and (ii) all of the following (regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements.

(u) “ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind.

(v) “ Negotiable Collateral ” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts, and documents.

(w) “ New Subsidiary ” has the meaning specified therefor in the Note.

(x) “ Patents ” means all patents and patent applications, and also includes (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, and (iv) all of Grantor’s rights corresponding thereto throughout the world.

(y) “ Permitted Liens ” means (i) Liens for taxes, government assessments, and other similar charges, and charges and claims for labor, materials, and supplies, in each case not yet due and payable or being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Grantor’s books; (ii) workers or unemployment compensation liens arising in the ordinary course of business; (iii) carrier’s, mechanic’s, materialman’s, supplier’s, vendor’s, landlord’s, or similar liens arising in the ordinary course of business securing amounts that are not delinquent or past due or that are being contested in good faith by appropriate proceedings; (iv) Liens relating to purchase money security interests arising in the ordinary course of business; (v) building restrictions, zoning and other government ordinances, easements, rights of way, and other restrictions of legal record, and minor defects and irregularities in title, affecting real property which may or may not be revealed by a survey and would not, individually or in the aggregate, materially interfere with the value or usefulness of such real property to the business; (vi) Liens securing the Grantor’s obligations under real property leases; (vii) banker’s liens imposed by law, including liens in favor of collecting banks arising under Section 4-210 of the Uniform Commercial Code; (viii) liens and

security interests on deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (ix) licenses of Intellectual Property Rights (as defined in the Securities Purchase Agreement) entered into in the ordinary course of business; and (x) Liens over all of the Collateral in favor of the initial holders of the Senior Notes or their permitted assigns securing the Senior Notes.

(z) “ Permitted Transfers ” means (i) sales of Inventory in the ordinary course of business, (ii) licenses in the ordinary course of business for the use of Intellectual Property that terminate on or prior to the Maturity Date, or (iii) dispositions of worn-out, obsolete or surplus Equipment at fair market value in the ordinary course of business.

(aa) “ Person ” has the meaning specified therefor in the Note.

(bb) “ Pledged Collateral ” means any Collateral in the possession or control (as defined in Section 26 ) of a holder of Senior Notes or the Secured Party.

(cc) “ Pledged Companies ” means each Person all or a portion of whose Stock is acquired or otherwise owned by the Grantor after the date hereof.

(dd) “ Pledged Interests ” means all of Grantor’s right, title and interest in and to all of the Stock now or hereafter owned by Grantor, regardless of class or designation, including all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any certificates representing the Stock, the right to receive any certificates representing any of the Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof, and the right to receive dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing.

(ee) “ Pledged Operating Agreements ” means all of Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies, as may be amended, restated, supplemented, or otherwise modified from time to time.

(ff) “ Pledged Partnership Agreements ” means all of Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships, as may be amended, restated, supplemented, or otherwise modified from time to time.

(gg) “ Proceeds ” has the meaning specified therefor in Section 2.

(hh) “ Real Property ” means any estates or interests in real property now owned or hereafter acquired by Grantor and the improvements thereto.

(ii) “ Records ” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(jj) “ Satisfaction in Full of the Senior Notes ” shall mean the Satisfaction in Full of the Senior Creditor Indebtedness” as defined in the Subordination Agreement.

(kk) “ Secured Obligations ” mean all of the present and future payment obligations of Grantor arising under this Agreement and the Note, including, without duplication, reasonable attorneys’ fees and expenses and any interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding.

(ll) “ Securities Account ” means a securities account (as that term is defined in the Code).

(mm) “ Securities Purchase Agreement ” has the meaning specified therefor in the Note.

(nn) “ Security Documents ” means, collectively, this Agreement, each Control Agreement and each other security agreement, pledge agreement, assignment, mortgage, security deed, deed of trust, and other agreement or document executed and delivered by the Grantor as security for any of the Secured Obligations, as may be amended, restated, supplemented, or otherwise modified from time to time.

(oo) “ Security Interest ” and “ Security Interests ” have the meanings specified therefor in Section 2.

(pp) “ Senior Notes ” has the meaning specified therefor in the Note.

(qq) “ Stock ” means all shares, options, warrants, interests (including, without limitation, membership and partnership interests), participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the United States Securities and Exchange Commission and any successor thereto under the Securities Exchange Act of 1934, as in effect from time to time).

(rr) “ Supporting Obligations ” means supporting obligations (as such term is defined in the Code).

(ss) “ Trademarks ” means all trademarks, trade names, trademark applications, service marks, service mark applications, and also includes (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of Grantor’s business symbolized by the foregoing or

connected therewith, and (v) all of Grantor’s rights corresponding thereto throughout the world.

(tt) “ Transaction Documents ” has the meaning specified therefor in the Note.

(uu) “ URL ” means “uniform resource locator,” an internet web address.

2. Grant of Security . The Grantor hereby unconditionally grants, assigns, and pledges to the Secured Party a separate, continuing security interest (each, a “ Security Interest ” and, collectively, the “ Security Interests ”) in all assets of the Grantor whether now owned or hereafter acquired or arising and wherever located (collectively, the “ Collateral ”), including, without limitation, the Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located:

(a) all of the Grantor’s Accounts;

(b) all of the Grantor’s Books;

(d) all of the Grantor’s Deposit Accounts;

(e) all of the Grantor’s Equipment and fixtures;

(f) all of the Grantor’s General Intangibles;

(g) all of the Grantor’s Intellectual Property;

(h) all of the Grantor’s Inventory;

(i) all of the Grantor’s Investment Related Property;

(j) all of the Grantor’s Negotiable Collateral;

(k) all of the Grantor’s Real Property;

(l) all of the Grantor’s rights in respect of Supporting Obligations;

(m) all of the Grantor’s Commercial Tort Claims;

(n) all of the Grantor’s money, cash, cash equivalents, or other assets of the Grantor that now or hereafter come into the possession, custody, or control of the Secured Party; and

Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “ Proceeds ”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to the Grantor or the Secured Party from time to time with respect to any of the Investment Related Property.

Notwithstanding anything to the contrary contained in clauses (a) through (o) above, the Security Interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property; provided, however that, if any Excluded Property would have otherwise constituted Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after such date to constitute Pledged Collateral. For purposes hereof, “ Excluded Property ” shall mean , collectively: (i) the Stock of any direct subsidiary of the Grantor that is a controlled foreign corporation (as defined in Section 957 of the Internal Revenue Code (a “ CFC ”)) in excess of 65% of the total combined voting power of all classes of Stock of such CFC that are entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations); (ii) any right, title or interest in any permit, lease, license, contract, instrument, document, franchise, General Intangible or other agreement entered into by the Grantor (A) that prohibits the creation by the Grantor of a Lien thereon or requires the consent of any third party which consent has not been obtained as a condition to the creation of such Lien or which would be breached or give any party the right to terminate it as a result of creation of such or Lien, but only if any such prohibition or restriction is not rendered ineffective under Code Section 9-408 or other applicable law, or (B) to the extent that any Law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition or requirement for consent is not terminated or rendered unenforceable or otherwise deemed ineffective by the Code or any other applicable Law; (iii) any property now owned or hereafter acquired by the Grantor that is subject to a purchase money Lien or a capital lease permitted under the Transaction Documents if the contractual obligation pursuant to which such Lien is granted (or the documentation providing for such purchase money Lien or capital lease) prohibits the creation by the Grantor of a Lien thereon or requires the consent of any third party which consent has not been obtained as a condition to the creation of any other Lien on such property and the imposition of the Security Interest would result in a default under the terms of any such purchase money Lien; (iv) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); (v) any property to the extent that such grant of a security interest is prohibited by a governmental authority, or requires a consent not obtained of any governmental authority which prohibition or requirement of consent is not rendered ineffective by the Code; or (vi) leasehold interests in Real Property with respect to which the Grantor is a tenant or subtenant if any such Security Interest is prohibited

under the applicable lease; provided, however, “Excluded Property” shall not include any Proceeds, products, substitutions or replacements of any Excluded Property (unless such Proceeds, products, substitutions or replacements would constitute Excluded Property).

3. Security for Obligations . This Agreement and the Security Interests created hereby secure the payment and performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed by the Grantor to the Secured Party but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Grantor.

4. Grantor Remains Liable . Anything herein to the contrary notwithstanding, (a) the Grantor shall remain liable under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Secured Party of any of the rights hereunder shall not release the Grantor from any of its duties or obligations under such contracts and agreements included in the Collateral, and (c) the Secured Party shall not have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of the Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided in this Agreement or any other Transaction Document, the Grantor shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of its businesses, subject to and upon the terms hereof and the other Transaction Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, and dividend rights, shall remain in the Grantor until the occurrence of an Event of Default and until the Secured Party shall notify the Grantor of its exercise of voting, consensual, or dividend rights with respect to the Pledged Interests pursuant to Section 15 hereof.

5. Representations and Warranties . The Grantor hereby represents and warrants as follows:

(a) The exact legal name of the Grantor is set forth in the preamble to this Agreement.

(b) The Grantor does not own any Real Property. Schedule 2 attached hereto sets forth (i) all Real Property leased by the Grantor, together with all other locations of Collateral, as of the date hereof, and (ii) the chief executive office of the Grantor as of the date hereof.

such security interest have been duly taken or will have been taken upon the filing of financing statements listing the Grantor, as a debtor, and Secured Party, as secured party, in the jurisdictions listed on Schedule 3 attached hereto. Upon the making of such filings, the Secured Party shall have a first priority perfected security interest in all of the Collateral of the Grantor to the extent such security interest can be perfected by the filing of a financing statement (subject to Permitted Liens). Subject to Section 6(c) and the Grantor’s obligations under the security agreement relating to the Senior Notes, all action by the Grantor necessary to perfect and reasonably necessary to protect such security interest on each item of Collateral has been duly taken; provided, however, that the Grantor shall not be required to obtain or file a leasehold mortgage with respect to any leased Real Property.

(d) Except for the Security Interests created hereby, no Collateral is subject to any Lien as of the date hereof, except for Permitted Liens.

(e) Except as provided in the Subordination Agreement, no consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (i) for the grant of a Security Interest by the Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by the Grantor, or (ii) for the exercise by the Secured Party of the voting or other rights provided in this Agreement with respect to Investment Related Property pledged hereunder or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally.

(f) Schedule 4 contains a complete and accurate list of all of the Grantor’s Deposit Accounts and Securities Accounts as of the date hereof.

6. Covenants . The Grantor covenants and agrees with the Secured Party that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 24 hereof:

(a) Possession of Collateral . In the event that any Collateral, including proceeds, is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel Paper with a value in excess of $100,000 in the aggregate, and if and to the extent that perfection or priority of the Secured Party’s Security Interests is dependent on or enhanced by possession, the Grantor, immediately upon the request of the Secured Party, shall execute such other documents and instruments as shall be reasonably requested by the Secured Party or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to the Secured Party (or the holders of the Senior Notes prior to the Satisfaction in Full of the Senior Notes), together with such undated powers endorsed in blank as shall be requested by the Secured Party.

(b) Chattel Paper . Subject to Section 26 :

(i) The Grantor shall take all steps reasonably necessary to grant the Secured Party control of all Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Purchase Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction; and

(ii) If the Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to the extent permitted hereby and by the Exchange Agreement), promptly upon the request of the Secured Party, such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interests of Superconductor Technologies Inc.”

(c) Control Agreements . The Secured Party acknowledges and agrees that the Grantor shall not be required to perfect the Secured Party’s Security Interest in any Deposit Account constituting a payroll account. The Grantor shall not establish or maintain any Deposit Account or Securities Account (or any other similar account) other than a payroll account unless (i) the Grantor shall have provided the Secured Party with ten (10) days’ advance written notice of each such account and (ii) if an Event of Default has occurred and is then continuing, the Secured Party shall have received a Control Agreement in respect of such account concurrently with the opening thereof. After the Satisfaction in Full of the Senior Notes, from and after the occurrence and during the continuance of any Event of Default, the Grantor shall ensure that all of its Account Debtors forward payment of the amounts owed by them directly to a Deposit Account that is subject to a Control Agreement and deposit or cause to be deposited promptly, and in any event no later than the first (1 st ) Business Day after the date of receipt thereof, all of their collections (including those sent directly by their Account Debtors to the Grantor) into a Deposit Account subject to a Control Agreement. Upon the request of the Secured Party from and after the occurrence and during the continuance of any Event of Default, the Grantor shall promptly (but in no event later than ten (10) Business Days after such request therefor) cause each of its Deposit Accounts and Securities Accounts to be subject to a Control Agreement in favor of the Secured Party.

(d) Letter-of-Credit Rights . Subject to Section 26 , in the event that the Grantor is or becomes the beneficiary of one or more letters of credit with a face amount of greater than $50,000 individually or $200,000 in the aggregate, the Grantor shall promptly (and in any event within five (5) Business Days after becoming a beneficiary) notify the Secured Party thereof and, upon the request by the Secured Party, use commercially reasonable efforts to enter into a multi-party agreement with the Secured Party, the holders of the Senior Notes, and the issuing or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to the Secured Party and directing all payments thereunder to the Secured Party during the continuance of an Event of Default following notice from the Secured Party, all in form and substance satisfactory to the Secured Party.

(e) Commercial Tort Claims . The Grantor shall promptly (and in any event within five (5) Business Days of receipt thereof) notify the Secured Party in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof and, upon request of the Secured Party, promptly amend Schedule 1 to this Agreement to describe such after-acquired Commercial Tort Claim in a manner that reasonably identifies such Commercial Tort Claim, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things deemed reasonably necessary or desirable by the Secured Party to give the Secured Party a first priority, perfected security interest (subject to Permitted Liens) in any such Commercial Tort Claim.

(f) Government Contracts . If any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, the Grantor shall promptly (and in any event within five (5) Business Days of the creation thereof) notify the Secured Party thereof in writing and use commercially reasonable efforts to execute any instruments or take any steps reasonably required by the Secured Party in order that all moneys due or to become due under such contract or contracts shall be assigned to the Secured Party during the continuance of an Event of Default following notice from the Secured Party, and shall provide written notice thereof and use commercially reasonable efforts to take all other appropriate actions under the Assignment of Claims Act or other applicable law to provide the Secured Party a first-priority perfected security interest (subject to Permitted Liens) in such contract.

(g) Investment Related Property .

(i) If the Grantor shall receive or become entitled to receive any Pledged Interests after the date hereof, it shall promptly (and in any event within five (5) Business Days of receipt thereof) identify such Pledged Interests in a written notice to the Secured Party;

(ii) Upon the request of the Secured Party during the continuance of an Event of Default, all sums of money and property paid or distributed in respect of the Investment Related Property pledged hereunder which are received by the Grantor shall be held by the Grantor in trust for the benefit of the Secured Party segregated from the Grantor’s other property, and the Grantor shall deliver it promptly to the Secured Party in the exact form received (subject to Section 26) ;

(iii) The Grantor shall promptly deliver to the Secured Party a copy of each material notice or other written communication received by it in respect of any Pledged Interests;

(iv) The Grantor shall not make or consent to any material amendment or other modification or waiver with respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement or enter into any agreement or permit to exist any restriction with respect to any Pledged Interests;

(v) The Grantor agrees that it will cooperate with the Secured Party in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interests on the Investment Related Property pledged hereunder or any sale or transfer thereof; and

(vi) As to all limited liability company or partnership interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, the Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) shall not be dealt in or traded on securities exchanges or in securities markets, (B) will not constitute investment company securities, and (C) will not be held by the Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

(vii) If at any time the Grantor’s ownership interest in Resonant LLC shall become certificated, the Grantor shall promptly deliver to the Secured Party (subject to Section 26) the original certificate or certificates representing such ownership, together with membership interest powers executed in blank relating thereto.

(h) Transfers and Other Liens . The Grantor shall not (i) sell, lease, license, assign (by operation of law or otherwise), transfer or otherwise dispose of, or grant any option with respect to, any of the Collateral, except for Permitted Transfers or as expressly permitted by this Agreement and the other Transaction Documents, or (ii) except for Permitted Liens, create or permit to exist any Lien upon or with respect to any of the Collateral without the consent of the Secured Party. The inclusion of Proceeds in the Collateral shall not be deemed to constitute consent by the Secured Party to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Transaction Documents. Notwithstanding anything contained in this Agreement to the contrary, Permitted Liens (other than Liens in favor of the initial holders of the Senior Notes or their permitted assigns securing the Senior Notes) shall not be permitted with respect to any Pledged Interests.

(i) Preservation of Existence . The Grantor shall maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect (as defined in the Securities Purchase Agreement.

with the provisions of all material leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(k) Maintenance of Insurance . The Grantor shall maintain insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, property, hazard, rent and business interruption insurance) with respect to all of its assets and properties (including, without limitation, all real properties leased or owned by it and any and all Inventory and Equipment) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated, in each case, reasonably acceptable to the Secured Party, it being acknowledged by the Secured Party that the amount and coverage level in effect as of the date hereof is reasonably acceptable to the Secured Party.

(l) Other Actions as to Any and All Collateral . The Grantor shall promptly (and in any event within five (5) Business Days of acquiring or obtaining such Collateral) notify the Secured Party in writing upon (i) acquiring or otherwise obtaining any Collateral after the date hereof consisting of Investment Related Property, Chattel Paper (electronic, tangible or otherwise), documents (as defined in Article 9 of the Code), promissory notes (as defined in the Code) or instruments (as defined in the Code) collectively having an aggregate value in excess of $100,000 or (ii) any amount payable under or in connection with any of the Collateral being or becoming evidenced after the date hereof by any Chattel Paper, documents, promissory notes, or instruments and, in each such case upon the request of the Secured Party, promptly execute such other documents, or if applicable, deliver such Chattel Paper, other documents or certificates evidencing any Investment Related Property and do such other acts or things deemed reasonably necessary or desirable by the Secured Party to protect the Secured Party’s Security Interests therein.

7. Relation to Other Transaction Documents . In the event of any conflict between any provision in this Agreement and any provision in the Exchange Agreement or Note, such provision of the Exchange Agreement or Note shall control, except to the extent the applicable provision in this Agreement is more restrictive with respect to the rights of the Grantor or imposes more burdensome or additional obligations on the Grantor, in which event the applicable provision in this Agreement shall control.

8. Further Assurances .

(a) The Grantor agrees that from time to time, at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the Secured Party may reasonably request, in order to perfect and protect the Security Interests granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder with respect to any of the Collateral.

(b) The Grantor authorizes the filing by the Secured Party of financing or continuation statements, or amendments thereto, including, but limited to, the recordation of the security interests granted hereunder in Patents, Trademarks and Copyrights in the United States Patent and Trademark Office and the United States Copyright Office, and Grantor will execute and deliver to the Secured Party such other instruments or notices, as may be reasonably necessary or as the Secured Party may reasonably request, in order to perfect and preserve the Security Interests granted or purported to be granted hereby. Upon the Satisfaction in Full of the Secured Obligations, the Secured Party shall (at Grantor’ expense) file a termination statement and/or other necessary documents terminating and releasing any and all financing statements or Liens on the Collateral pursuant to Section 24 within five (5) Business Days following a written request therefor from Grantor. If the Secured Party does not file such termination statement or other necessary documents within ten (10) Business Days following such written request, the Secured Party hereby authorizes the Grantor to file the same on its behalf.

(c) The Grantor authorizes the Secured Party at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments (i) describing the Collateral as “all real and personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance. The Grantor also hereby ratifies any and all financing statements or amendments previously filed by the Secured Party in any jurisdiction.

(d) Subject to Section 8(b), the Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of the Secured Party, subject to the Grantor’s rights under Section 9-509(d)(2) of the Code.

(e) Upon five (5) Business Day’s advance notice, the Grantor shall permit the Secured Party (at the Secured Party’s expense) or its employees, accountants, attorneys or agents, access to examine and inspect any Collateral or any other property of the Grantor at any time during ordinary business hours.

9. Secured Party’s Right to Perform Contracts, Exercise Rights, etc . Subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, the Secured Party (a) may proceed to perform any and all of the obligations of the

Grantor contained in any contract, lease, or other agreement and exercise any and all rights of the Grantor therein contained as fully as the Grantor itself could, (b) shall have the right to use the Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of the Secured Party’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by the Grantor and now or hereafter covered by such licenses, and (c) shall have the right to request that any Stock that is pledged hereunder be registered in the name of the Secured Party or any of its nominees.

10. Secured Party Appointed Attorney-in-Fact . The Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Secured Party as the attorney-in-fact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Exchange Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor, any such New Subsidiary or otherwise, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary;

(b) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Secured Party;

(d) to file any claims or take any action or institute any proceedings which the Secured Party may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or New Subsidiary or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral; and

(e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor or New Subsidiary.

To the extent permitted by law, the Grantor hereby ratifies, for itself and each New Subsidiary, all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.

11. Secured Party May Perform . If the Grantor fails to perform any agreement contained herein, upon the occurrence and during the continuance of an Event of Default, the Secured Party may perform, or cause performance of, such agreement, and the reasonable expenses of the Secured Party incurred in connection therewith shall be payable by the Grantor.

12. Secured Party’s Duties; Bailee for Perfection . The powers conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the Secured Party in favor of the Grantor or any other holder of a Lien on the Collateral to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, the Secured Party shall not have any duty to the Grantor or any other holder of a Lien on the Collateral as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which is accorded to its own property. The Secured Party agrees that, with respect to any Collateral at any time or times in its possession and in which any other Person has a Lien, the Secured Party shall be the bailee of each such other Person solely for purposes of perfecting (to the extent not otherwise perfected) each such other Person’s Lien in such Collateral, provided that the Secured Party shall not be obligated to obtain or retain possession of any such Collateral.

13. Collection of Accounts, General Intangibles and Negotiable Collateral . Subject to the Subordination Agreement, at any time upon the occurrence and during the continuation of an Event of Default, the Secured Party may (a) notify Account Debtors of the Grantor that the Accounts, General Intangibles, Chattel Paper or Negotiable Collateral have been assigned to the Secured Party or that the Secured Party has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral directly, and any collection costs and expenses shall constitute part of the Secured Obligations.

14. Disposition of Pledged Interests by Secured Party . None of the Pledged Interests hereafter acquired on the date of acquisition thereof will be registered or qualified under the various federal, state or other securities laws of the United States or any other jurisdiction, and disposition thereof after an Event of Default may be restricted to one or more private (instead of public) sales in view of the lack of such registration. The Grantor understands that in connection with such disposition, the Secured Party may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal, state and other securities laws and sold on the open market. The Grantor, therefore, agrees that: (a) if the Secured Party shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, the Secured Party shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to seek such advice and the failure to do so shall not

be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any portion thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that the Secured Party has handled the disposition in a commercially reasonable manner.

15. Voting Rights .

(a) Subject to the Subordination Agreement, upon the occurrence and during the continuation of an Event of Default, (i) the Secured Party may, at its option, and with two (2) Business Days prior notice to the Grantor, and in addition to all rights and remedies available to the Secured Party under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or consensual rights in respect of the Pledged Interests, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, the Grantor hereby appoints the Secured Party as the Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner that the Secured Party deem advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. Such power-of-attorney granted pursuant to this Section 15 is coupled with an interest and shall be irrevocable until this Agreement is terminated.

(b) For so long as the Grantor shall have the right to vote the Pledged Interests, it covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially or adversely affect the rights of the Secured Party exercising the voting rights owned by the Grantor or the value of the Pledged Interests.

16. Remedies . In each case subject to the limitations provided in the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default:

(a) The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Transaction Documents, or otherwise available to it, all the rights and remedies of a secured party on default under the Code or any other applicable law. Without limiting the generality of the foregoing, the Grantor expressly agrees that, in any such event, the Secured Party without any demand, advertisement, or notice of any kind (except a notice specified below of time and place of public or private sale) to or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or by any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require the Grantor to, and the Grantor hereby agrees that it will at its own expense and upon request of the Secured Party promptly, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at one or more locations where the Grantor regularly maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at the

Secured Party’s offices or elsewhere, for cash, on credit, and upon such other terms as the Secured Party may deem commercially reasonable. The Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) The Secured Party is hereby granted a non-exclusive license or other right to use, without liability for royalties or any other charge, the Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by the Grantor or with respect to which the Grantor has rights under license, sublicense, or other agreements (but only to the extent (i) such license, sublicense or agreement does not prohibit such use by the Secured Party, and (ii) the Grantor will not be in default under such license, sublicense, or other agreement as a result of such use by the Secured Party), as it pertains to the Collateral, for the exclusive purpose of preparing for sale, advertising for sale and effectuating the sale of any Collateral, and the Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Secured Party.

(c) Any cash held by the Secured Party as Collateral and all proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in the order set forth in Section 17 hereof. In the event the proceeds of Collateral are insufficient for the Satisfaction in Full of the Secured Obligations (as defined below), the Grantor shall remain liable for any such deficiency.

(d) The Grantor hereby acknowledges that the Secured Obligations arose out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing the Secured Party shall have the right to an immediate writ of possession without notice of a hearing. The Secured Party shall have the right to the appointment of a receiver for the properties and assets of the Grantor, and the Grantor hereby consents to such rights and such appointment and hereby waives any objection it may have thereto or the right to have a bond or other security posted by the Secured Party.

(e) The Secured Party may, in addition to other rights and remedies provided for herein, in the other Transaction Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon the Grantor or any other Person (which notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) with respect to the Grantor’s Deposit Accounts in which the Secured Party’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit Account for the Grantor to pay the

balance of such Deposit Account to or for the benefit of the Secured Party, and (ii) with respect to the Grantor’s Securities Accounts in which the Secured Party’s Liens are perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the Grantor to (A) transfer any cash in such Securities Account to or for the benefit of the Secured Party, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Secured Party.

17. Application of Proceeds of Collateral. Subject to the limitations provided in the Subordination Agreement, all proceeds of Collateral received by the Secured Party shall be applied as follows:

(a) first , ratably to pay any expenses due to the Secured Party (including, without limitation, the reasonable costs and expenses paid or incurred to correct any default under or enforce any provision of the Transaction Documents, or after the occurrence and during the continuance of any Event of Default in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated);

(b) second , to pay any indemnities then due to the Secured Party under the Transaction Documents, until paid in full;

(c) third , ratably to pay any fees or premiums then due to the Secured Party under the Transaction Documents, until paid in full;

(d) fourth , ratably to pay interest due in respect of the Secured Obligations then due to the Secured Party, until paid in full;

(e) fifth , ratably to pay the principal amount of all Secured Obligations then due to the Secured Party, until paid in full;

(f) sixth , ratably to pay any other Secured Obligations then due to the Secured Party; and

(g) seventh , to Grantor or such other Person entitled thereto under applicable law.

18. Remedies Cumulative . Each right, power, and remedy of the Secured Party as provided for in this Agreement or in any other Transaction Document or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Transaction Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the Secured Party, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by the Secured Party of any or all such other rights, powers, or remedies.

19. Marshaling . The Secured Party shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Grantor hereby irrevocably waives the benefits of all such laws.

20. Intentionally Omitted.

21. Indemnity and Expenses .

(a) Without limiting any obligations of the Grantor under the Note, the Grantor agrees to indemnify the Secured Party from and against all claims, lawsuits and liabilities (including reasonable attorneys’ fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Transaction Document, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Transaction Documents and the Satisfaction in Full of the Secured Obligations.

(b) The Grantor shall, upon demand, pay to the Secured Party all of the reasonable costs and expenses which the Secured Party may incur in connection with the custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral in accordance with this Agreement and the other Transaction Documents. The Grantor shall, upon demand, pay to the Secured Party all of the reasonable costs and expenses which the Secured Party may incur in connection with (i) the exercise or enforcement of any of the rights of the Secured Party hereunder or (ii) the failure by the Grantor to perform or observe any of the provisions hereof.

23. Addresses for Notices . All notices and other communications provided for hereunder shall be given in accordance with the notice provisions set forth in the Note.

24. Separate, Continuing Security Interests; Assignments under Transaction Documents. This Agreement shall create a separate, continuing security interest in the Collateral in favor of the Secured Party and shall (a) remain in full force and effect until Satisfaction in Full of the Secured Obligations, (b) be binding upon the Grantor, and its permitted successors and permitted assigns, and (c) inure to the benefit of, and be enforceable by, the Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Secured Party may, in accordance with the provisions of the Transaction Documents, assign or otherwise transfer all or any portion of its rights and obligations under the Transaction Documents to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Secured Party herein or otherwise. Upon Satisfaction in Full of the Secured Obligations, the Security Interests granted hereby shall terminate and all rights to the Collateral shall revert to the Grantor or any other Person entitled thereto. At such time, the Secured Party will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or any other Transaction Document, or any other instrument or document executed and delivered by the Grantor to the Secured Party nor any additional loans made by the Secured Party to the Grantor, nor the taking of further security, nor the retaking or re-delivery of the Collateral to the Grantor, or any of them, by the Secured Party, nor any other act of the Secured Party shall release the Grantor from any obligation, except a release or discharge executed in writing by the Secured Party. The Secured Party shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by the Secured Party and then only to the extent therein set forth. A waiver by the Secured Party of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Secured Party would otherwise have had on any other occasion.

25. Governing Law; Jurisdiction; Service of Process; Jury Trial . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper; provided, however, any suit seeking enforcement against any Collateral or other property may be brought, at the Secured Party’s option, in the courts of any jurisdiction where the Secured Party elects to bring such action or where such Collateral or other property may be found. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process

and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

26. Collateral in Possession .. Prior to the Satisfaction in Full of the Senior Notes, notwithstanding any other provision of this Agreement, the requirement for the Grantor to deliver physical Pledged Collateral to the Secured Party shall be deemed to be satisfied upon delivery of such physical Pledged Collateral to the applicable holders of the Senior Notes.

27. Miscellaneous .

(a) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Security Document mutatis mutandis .

(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

(c) Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(e) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. For clarification purposes, the Recitals are part of this Agreement.

the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Transaction Document refer to this Agreement or such other Transaction Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Transaction Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Transaction Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). “ Satisfaction in Full of the Secured Obligations ” shall mean the indefeasible payment in full in cash and discharge, or other satisfaction in accordance with the terms of the Transaction Documents (including, without limitation, conversion of the Note into equity of the Company) and discharge, of all Secured Obligations in full (other than inchoate indemnity obligations which have not been reduced to a monetary amount and that survive in accordance with their terms). Any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns. Any requirement of a writing contained herein or in any other Transaction Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

(g) All dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“ U.S. Dollars ”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “ Exchange Rate ” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in The Wall Street Journal on the relevant date of calculation.

[ signature pages follow ]

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

GRANTOR:	RESONANT INC. , a Delaware corporation



	By:
		Name:
		Title:

STI – RESONANT INC. SECURITY AGREEMENT

SECURED PARTY:	SUPERCONDUCTOR TECHNOLOGIES INC. , a Delaware corporation



	By:
		Name:
		Title:

STI – RESONANT INC. SECURITY AGREEMENT

SCHEDULE 1

COMMERCIAL TORT CLAIMS

N/A

SCHEDULE 2

REAL PROPERTY

Owned Real Property

N/A

Leased Real Property (used under a license from Superconductor Technologies Inc. rather than a formal lease)

460 Ward Drive, Suite D

Santa Barbara CA 93111

Chief Executive Office

460 Ward Drive, Suite D

Santa Barbara CA 93111

SCHEDULE 3

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

1. State of Delaware

2. State of California

SCHEDULE 4

ACCOUNTS

Deposit Accounts

The Company has the following bank accounts with Bank of the West:

1. General Operating: 028026302

2. Payroll: 028898825

3. Money Market: 028026294

Securities Accounts

N/A

EXHIBIT D

Form of LLC Guaranty

SECURED SUBSIDIARY GUARANTY

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.

RECITALS

WHEREAS, Resonant Inc. (the “ Parent ”) and Creditor have entered into an Exchange Agreement dated as of the date hereof, pursuant to which the Parent will issue a convertible note in the principal amount of $2,400,000 (the “ Note ”) to Creditor in exchange for its interests in Guarantor (as amended, restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “ Exchange Agreement ”).

WHEREAS, the Guarantor will derive substantial direct and indirect benefits from the transactions contemplated by the Exchange Agreement.

WHEREAS, it is a condition precedent to the acceptance of the Note by the Creditor that the Guarantor shall have executed and delivered this Agreement.

NOW, THEREFORE, in consideration of the premises hereof and in order to induce the Creditor to accept the Note, the Guarantor hereby agrees as follows:

Article I

AGREEMENT TO GUARANTEE OBLIGATIONS

Section 1.01 Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety,

(a) the due and prompt payment by the Parent of:

(i) the principal of and premium, if any, and interest at the rate specified in the Note (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“ Post-Petition Interest ”)) on the Note (including Post-Petition Interest), when and as due, whether at scheduled maturity, date set for prepayment, by acceleration or otherwise, and

(ii) all other monetary obligations of the Parent to the Creditor under the Note, when and as due, including fees, costs, expenses (including, without limitation, fees and expenses of counsel incurred by the Creditor in enforcing any rights under this Agreement or the Note), contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,

insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding);

(b) the due and prompt performance of all covenants, agreements, obligations and liabilities of the Parent under or in respect of the Note; and

(c) the due and prompt payment and performance of all covenants, agreements, obligations and liabilities of the Guarantor under or in respect of this Agreement and the Note,

all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the “ Obligations .” The Guarantor further agrees that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not affect the liability of the Guarantor hereunder. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by Parent to the Creditor under or in respect of the Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Parent.

Section 1.02 Limitation of Liability. Notwithstanding anything contained herein to the contrary, the Obligations of the Guarantor hereunder at any time shall be limited to the maximum amount as will result in the Obligations of the Guarantor under this Agreement not constituting a fraudulent transfer or conveyance for purposes of any Debtor Relief Law to the extent applicable to this Agreement and the Obligations of the Guarantor hereunder.

Section 1.03 Reinstatement. The Guarantor agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Obligation is rescinded or must otherwise be returned by the Creditor or any other Person upon the insolvency, bankruptcy or reorganization of the Parent or any other guarantor or otherwise.

Article II

GUARANTY ABSOLUTE AND UNCONDITIONAL; WAIVERS

Section 2.01 Guaranty Absolute and Unconditional; No Waiver of Obligations. The Guarantor guarantees that the Obligations will be paid in accordance with the terms of the Note, regardless of any law, regulation or order of any governmental authority now or hereafter in effect. The Obligations of the Guarantor hereunder are independent of the Obligations of the Parent under the Note. A separate action may be brought against the Guarantor to enforce this Agreement, whether or not any action is brought against the Parent or any guarantor or whether or not the Parent or any other guarantor is joined in any such action. The liability of the Guarantor hereunder is irrevocable, continuing, absolute and unconditional and the Obligations of the Guarantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and the Guarantor hereby irrevocably waives any defenses to enforcement it may have (now or in the future) by reason of:

(a) any illegality or lack of validity or enforceability of any Obligation or the Note;

(b) any change in the time, place or manner of payment of, or in any other term of, the Obligations, or any rescission, waiver, amendment or other modification of the Note;

(c) any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for the Obligations;

(d) any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations;

(e) any default, failure or delay, willful or otherwise, in the performance of the Obligations;

(f) any change, restructuring or termination of the corporate structure, ownership or existence of the Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Parent or its assets or any resulting release or discharge of any Obligation;

(g) any failure of the Creditor to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Guarantor now or hereafter known to the Creditor; the Guarantor waiving any duty of the Creditor to disclose such information;

(h) the failure of any other Person to execute or deliver this Agreement, any Guaranty Supplement or any other guaranty or agreement or the release or reduction of liability of the Guarantor or other guarantor or surety with respect to the Obligations;

(i) the failure of the Creditor to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of the Note or otherwise;

(j) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Parent against the Creditor; or

(k) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Note or any existence of or reliance on any representation by the Creditor that might vary the risk of the Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Guarantor or any other guarantor or surety.

Section 2.02 Waivers and Acknowledgements.

(a) The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is continuing in nature and applies to all presently existing and future Obligations.

(b) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Obligations and this Agreement and any requirement that the Creditor protect, secure, perfect or insure any Lien or any property subject thereto.

(c) The Guarantor hereby unconditionally and irrevocably waives any defense based on any right of set-off or recoupment or counterclaim against or in respect of the Obligations of the Guarantor hereunder.

Section 2.03 Agreement to Pay; Subrogation, Subordination. Without limiting any other right that the Creditor has at law or in equity against the Guarantor, if the Parent fails to pay any Obligation when and as due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor agrees to promptly pay the amount of such unpaid Obligations to the Creditor in cash. Upon payment by the Guarantor of any sums to the Creditor as provided herein, all of the Guarantor’s rights of subrogation, exoneration, contribution, reimbursement, indemnity or otherwise arising therefrom against the Parent or any other guarantor shall be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all Obligations.

Article III

MISCELLANEOUS

Section 3.01 Amendments. No term or provision of this Agreement may be waived, amended, supplemented or otherwise modified except in a writing signed by the Guarantor and the Creditor.

Section 3.02 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, if delivered personally; (b) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (c) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (d) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

(i) If to Guarantor:

Resonant LLC

460 Ward Drive, Suite D

Santa Barbara CA 93111

Facsimile: NONE

E-mail: tlingren@resonantwireless.com

Attention: Chief Executive Officer

With copies (for informational purposes only) to:

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Fax Number None

E-mail: dchristopher@resonantwireless.com

Attention: General Counsel; and

GTC Law Group CA LLP & Affiliates

Attention: Adam M. Klotz

Fax Number: (310) 496-1251

E-mail: aklotz@gtclawgroup.com

(ii) If to Creditor to:

Superconductor Technologies Inc.

9101 Wall Street, Suite 1300

Austin, TX 78754

Facsimile No.: (805) 967-0342

E-mail: jquiram@suptech.com

Attention: Jeff Quiram, Chief Executive Officer

with a copy (for informational purposes only) to:

Manatt, Phelps & Phillips, LLP

11355 W. Olympic Boulevard

Los Angeles, California 90064

Facsimile: (310) 312-4224

E-mail: borlanski@manatt.com

Attention: Ben Orlanski

or to such other address, facsimile number or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (iii) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (a), (b) or (d) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (c) above.

Section 3.03 Continuing Guaranty; Assignment of the Note. This Agreement is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Obligations and all other amounts payable under this Agreement (the “ Termination Date ”), (b) be binding on the Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by the Creditor and its successors and assigns. Neither party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided , however, that Creditor (and each of its assignees) shall be

free to assign this Agreement without the consent of the Guarantor in connection with any assignment by Creditor (or such assignee) of the Note in accordance with its terms.

Section 3.04 Counterparts; Electronic Execution; Integration. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. This Agreement, the Note and the Exchange Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto.

Section 3.05 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California and the laws of the United States applicable therein (without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any other jurisdiction) and shall be treated in all respects as a California contract.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have caused this Secured Subsidiary Guaranty to be executed as of the date first written above by their respective officers thereunto duly authorized.

	Guarantor:

	Resonant LLC


	By:
	Name:
	Title:

AGREED TO AND ACCEPTED:

Superconductor Technologies, Inc.


By:
Name:
Title:

EXHIBIT E

Form of LLC Security Agreement

SECURITY AGREEMENT

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 ”).

RECITALS

WHEREAS , pursuant to that certain Exchange Agreement, dated of even date herewith, by and among, inter alia , (i) the Grantor, (ii) Resonant Inc., a Delaware corporation of which Grantor is a wholly-owned subsidiary (“ Resonant Inc. ”), and (iii) the Secured Party (as may be amended, restated, supplemented, or otherwise modified from time to time, including all schedules and exhibits thereto, collectively, the “ Exchange Agreement ”), Resonant Inc. has agreed to issue, and the Secured Party has agreed to acquire, that certain Subordinated Senior Secured Convertible Note dated of even date herewith (the “ Note ”) in exchange for the Secured Party’s membership interests in the Grantor; and

WHEREAS , the Secured Party has made it a condition to its acceptance of the Note and completion of the transactions contemplated by the Exchange Agreement that Grantor (i) guaranty the obligations of Resonant Inc. under the Note pursuant to a Secured Subsidiary Guaranty dated as of the date hereof by and between Grantor and the Secured Party (the “ Guaranty ”), and (ii) grant a continuing security interest in and to the Collateral in order to secure the prompt and complete payment, observance and performance of its obligations under the Guaranty;

WHEREAS , the transactions contemplated by the Exchange Agreement will be of material benefit to Grantor, and Grantor is therefore willing to enter into the Guaranty and grant such security interest;

AGREEMENTS

1. Defined Terms . All capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Notes. Any

terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Notes; provided, however, if the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

(a) “ Account ” means an account (as that term is defined in the Code).

(b) “ Account Debtor ” means an account debtor (as that term is defined in the Code).

(e) “ Chattel Paper ” means chattel paper (as that term is defined in the Code) and includes tangible chattel paper and electronic chattel paper.

(g) “ Collateral ” has the meaning specified therefor in Section 2.

(h) “ Commercial Tort Claims ” means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1 attached hereto.

timely manner in order to reach agreement on such form, the proposed form of Control Agreement shall be deemed to be reasonably satisfactory to the Secured Party.

(k) “ Deposit Account ” means a deposit account (as that term is defined in the Code).

(m) “ Event of Default ” has the meaning specified therefor in the Note.

(n) “ General Intangibles ” means general intangibles (as that term is defined in the Code) and, in any event, includes payment intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, programming materials, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment under any royalty or licensing agreements (including Intellectual Property Licenses), infringement claims, commercial computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company that do not constitute a security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals before extraction.

extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

(q) “ Intellectual Property ” means Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists, and Intellectual Property Licenses.

(u) “ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind.

(v) “ Negotiable Collateral ” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts, and documents.

(w) “ Note ” has the meaning specified therefor in the recitals to this Agreement.

arising in the ordinary course of business securing amounts that are not delinquent or past due or that are being contested in good faith by appropriate proceedings; (iv) Liens relating to purchase money security interests arising in the ordinary course of business; (v) building restrictions, zoning and other government ordinances, easements, rights of way, and other restrictions of legal record, and minor defects and irregularities in title, affecting real property which may or may not be revealed by a survey and would not, individually or in the aggregate, materially interfere with the value or usefulness of such real property to the business; (vi) Liens securing the Grantor’s obligations under real property leases; (vii) banker’s liens imposed by law, including liens in favor of collecting banks arising under Section 4-210 of the Uniform Commercial Code; (viii) liens and security interests on deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (ix) licenses of a Company Entity’s Intellectual Property Rights (as defined in the Securities Purchase Agreement) entered into in the ordinary course of business; (x) Liens over all of the Collateral in favor of the initial holders of the Senior Notes or their permitted assigns securing the Senior Notes; and (xi) Liens granted to the Escrow Agent under the Escrow Agreement (as those terms are defined in the Securities Purchase Agreement).

(aa) “ Person ” has the meaning specified therefor in the Note.

(bb) “ Pledged Collateral ” means any Collateral in the possession or control (as defined in Section 26 ) of a holder of Senior Notes or the Secured Party.

(cc) “ Pledged Companies ” means each Person all or a portion of whose Stock is acquired or otherwise owned by the Grantor after the date hereof.

(ee) “ Pledged Operating Agreements ” means all of Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the

Pledged Companies that are limited liability companies, as may be amended, restated, supplemented, or otherwise modified from time to time.

(gg) “ Proceeds ” has the meaning specified therefor in Section 2.

(hh) “ Real Property ” means any estates or interests in real property now owned or hereafter acquired by Grantor and the improvements thereto.

(ii) “ Records ” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(jj) “ Satisfaction in Full of the Senior Notes ” shall mean the Satisfaction in Full of the Senior Creditor Indebtedness” as defined in the Subordination Agreement.

(kk) “ Secured Obligations ” means the Obligations as defined in the Guaranty.

(ll) “ Securities Account ” means a securities account (as that term is defined in the Code).

(mm) “ Securities Purchase Agreement ” has the meaning specified therefor in the Note.

(oo) “ Security Interest ” and “ Security Interests ” have the meanings specified therefor in Section 2.

(pp) “ Senior Notes ” has the meaning specified therefor in the Note.

(rr) “ Supporting Obligations ” means supporting obligations (as such term is defined in the Code).

(tt) “ Transaction Documents ” means this Agreement, the other Security Documents and the Guaranty.

(uu) “ URL ” means “uniform resource locator,” an internet web address.

(a) all of the Grantor’s Accounts;

(b) all of the Grantor’s Books;

(d) all of the Grantor’s Deposit Accounts;

(e) all of the Grantor’s Equipment and fixtures;

(f) all of the Grantor’s General Intangibles;

(g) all of the Grantor’s Intellectual Property;

(h) all of the Grantor’s Inventory;

(i) all of the Grantor’s Investment Related Property;

(j) all of the Grantor’s Negotiable Collateral;

(k) all of the Grantor’s Real Property;

(l) all of the Grantor’s rights in respect of Supporting Obligations;

(m) all of the Grantor’s Commercial Tort Claims;

(n) all of the Grantor’s money, cash, cash equivalents, or other assets of the Grantor that now or hereafter come into the possession, custody, or control of the Secured Party; and

(o) all of the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles, Intellectual Property, Inventory, Investment Related Property, Negotiable Collateral, Real Estate, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange, collection, or other disposition of any of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or otherwise with respect to any of the foregoing (the “ Proceeds ”). Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to the Grantor or the Secured Party from time to time with respect to any of the Investment Related Property.

party which consent has not been obtained as a condition to the creation of any other Lien on such property and the imposition of the Security Interest would result in a default under the terms of any such purchase money Lien; (iv) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); (v) any property to the extent that such grant of a security interest is prohibited by a governmental authority, or requires a consent not obtained of any governmental authority which prohibition or requirement of consent is not rendered ineffective by the Code; or (vi) leasehold interests in Real Property with respect to which the Grantor is a tenant or subtenant if any such Security Interest is prohibited under the applicable lease; provided, however, “Excluded Property” shall not include any Proceeds, products, substitutions or replacements of any Excluded Property (unless such Proceeds, products, substitutions or replacements would constitute Excluded Property).

5. Representations and Warranties . The Grantor hereby represents and warrants as follows:

(a) The exact legal name of the Grantor is set forth in the preamble to this Agreement.

(b) The Grantor does not own any Real Property. Schedule 2 attached hereto sets forth (i) all Real Property leased by the Grantor, together with all other locations of

Collateral, as of the date hereof, and (ii) the chief executive office of the Grantor as of the date hereof.

(c) This Agreement creates a valid security interest in all of the Collateral of the Grantor, to the extent a security interest therein can be created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary or reasonably desirable to perfect and protect such security interest have been duly taken or will have been taken upon the filing of financing statements listing the Grantor, as a debtor, and Secured Party, as secured party, in the jurisdictions listed on Schedule 3 attached hereto. Upon the making of such filings, the Secured Party shall have a first priority perfected security interest in all of the Collateral of the Grantor to the extent such security interest can be perfected by the filing of a financing statement (subject to Permitted Liens). Subject to Section 6(c) and the Grantor’s obligations under the security agreement relating to the Senior Notes, all action by the Grantor necessary to perfect and reasonably necessary to protect such security interest on each item of Collateral has been duly taken; provided, however, that the Grantor shall not be required to obtain or file a leasehold mortgage with respect to any leased Real Property.

(d) Except for the Security Interests created hereby, no Collateral is subject to any Lien as of the date hereof, except for Permitted Liens.

(f) Schedule 4 contains a complete and accurate list of all of the Grantor’s Deposit Accounts and Securities Accounts as of the date hereof.

reasonably requested by the Secured Party or, if applicable, endorse and deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel Paper to the Secured Party (or the holders of the Senior Notes prior to the Satisfaction in Full of the Senior Notes), together with such undated powers endorsed in blank as shall be requested by the Secured Party.

(b) Chattel Paper . Subject to Section 26 :

Party, the holders of the Senior Notes, and the issuing or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to the Secured Party and directing all payments thereunder to the Secured Party during the continuance of an Event of Default following notice from the Secured Party, all in form and substance satisfactory to the Secured Party.

(g) Investment Related Property .

(iii) The Grantor shall promptly deliver to the Secured Party a copy of each material notice or other written communication received by it in respect of any Pledged Interests;

with the provisions of all material leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

7. Relation to Other Transaction Documents . In the event of any conflict between any provision in this Agreement and any provision in the Guaranty, such provision of the Guaranty shall control, except to the extent the applicable provision in this Agreement is more restrictive with respect to the rights of the Grantor or imposes more burdensome or additional obligations on the Grantor, in which event the applicable provision in this Agreement shall control.

8. Further Assurances .

10. Secured Party Appointed Attorney-in-Fact . The Grantor hereby irrevocably appoints the Secured Party as the attorney-in-fact of the Grantor upon the occurrence and during the continuance of an Event of Default. In the event the Grantor fails to execute or deliver in a timely manner any Transaction Document or other agreement, document, certificate or instrument which the Grantor now or at any time hereafter is required to execute or deliver pursuant to the terms of the Exchange Agreement or any other Transaction Document, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have full authority in the place and stead of the Grantor and in the name of the Grantor to execute and deliver each of the foregoing. Without limitation of the foregoing, subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have full authority in the place and stead of the Grantor, and in the name of any the Grantor or otherwise, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral;

(b) to receive and open all mail addressed to the Grantor and to notify postal authorities to change the address for the delivery of mail to the Grantor to that of an address approved by the Secured Party;

(d) to file any claims or take any action or institute any proceedings which the Secured Party may deem reasonably necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral; and

To the extent permitted by law, the Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Such power-of-attorney granted pursuant to

this Section 10 is coupled with an interest and shall be irrevocable until this Agreement is terminated.

price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that the Secured Party has handled the disposition in a commercially reasonable manner.

15. Voting Rights .

16. Remedies . In each case subject to the limitations provided in the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default:

notice of sale shall be required by law, at least 10 days’ notice of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

perfected by control under Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the Grantor to (A) transfer any cash in such Securities Account to or for the benefit of the Secured Party, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of the Secured Party.

17. Application of Proceeds of Collateral. Subject to the limitations provided in the Subordination Agreement, all proceeds of Collateral received by the Secured Party shall be applied as follows:

(b) second , to pay any indemnities then due to the Secured Party under the Transaction Documents, until paid in full;

(c) third , ratably to pay any fees or premiums then due to the Secured Party under the Transaction Documents, until paid in full;

(d) fourth , ratably to pay interest due to the Secured Party under the Note to the extent such interest then constitutes a portion of the Secured Obligations, until paid in full;

(e) fifth , ratably to pay the principal amount then due to the Secured Party under the Note to the extent such principal then constitutes a portion of the Secured Obligations, until paid in full;

(f) sixth , ratably to pay any other Secured Obligations then due to the Secured Party; and

(g) seventh , to Grantor or such other Person entitled thereto under applicable law.

20. Intentionally Omitted.

21. Indemnity and Expenses .

(a) Grantor agrees to indemnify the Secured Party from and against all claims, lawsuits and liabilities (including reasonable attorneys’ fees) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Transaction Document, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction. This provision shall survive the termination of this Agreement and the Transaction Documents and the Satisfaction in Full of the Secured Obligations.

23. Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) business day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Resonant LLC

460 Ward Drive, Suite D

Santa Barbara CA 93111

Facsimile: NONE

E-mail: tlingren@resonantwireless.com

Attention: Chief Executive Officer

With copies (for informational purposes only) to:

460 Ward Drive, Suite D

Santa Barbara, CA 93111

Fax Number None

E-mail: dchristopher@resonantwireless.com

Attention: General Counsel; and

GTC Law Group CA LLP & Affiliates

Attention: Adam M. Klotz

Fax Number: (310) 496-1251

E-mail: aklotz@gtclawgroup.com

If to the Secured Party:

Superconductor Technologies Inc.

9101 Wall Street, Suite 1300

Austin, TX 78754

evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above.

proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

26. Collateral in Possession . Prior to the Satisfaction in Full of the Senior Notes, notwithstanding any other provision of this Agreement, the requirement for the Grantor to deliver physical Pledged Collateral to the Secured Party shall be deemed to be satisfied upon delivery of such physical Pledged Collateral to the applicable holders of the Senior Notes.

27. Miscellaneous .

(c) Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision hereof.

(d) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction of sentences shall conform thereto.

(f) Unless the context of this Agreement or any other Transaction Document clearly requires otherwise, references to the plural include the singular, references to the

singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Transaction Document refer to this Agreement or such other Transaction Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Transaction Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Transaction Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). “ Satisfaction in Full of the Secured Obligations ” shall mean the indefeasible payment in full in cash and discharge, or other satisfaction in accordance with the terms of the Transaction Documents and discharge, of all Secured Obligations in full (other than inchoate indemnity obligations which have not been reduced to a monetary amount and that survive in accordance with their terms). Any reference herein to any Person shall be construed to include such Person’s permitted successors and permitted assigns. Any requirement of a writing contained herein or in any other Transaction Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

[ signature pages follow ]

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and through their duly authorized officers, as of the day and year first above written.

GRANTOR:	RESONANT LLC , a California limited liability company

	By:
		Name:
		Title:

STI – RESONANT LLC SECURITY AGREEMENT

SECURED PARTY:	SUPERCONDUCTOR TECHNOLOGIES INC. , a Delaware corporation

	By:
		Name:
		Title:

STI – RESONANT LLC SECURITY AGREEMENT

SCHEDULE 1

COMMERCIAL TORT CLAIMS

N/A

SCHEDULE 2

REAL PROPERTY

Owned Real Property

N/A

Leased Real Property (used under a license from Superconductor Technologies Inc. rather than a formal lease)

460 Ward Drive, Suite D

Santa Barbara CA 93111

Chief Executive Office

460 Ward Drive, Suite D

Santa Barbara CA 93111

SCHEDULE 3

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS

1. State of Delaware

2. State of California

SCHEDULE 4

ACCOUNTS

Deposit Accounts

The Company has the following bank accounts with Bank of the West:

1. General Operating: 028026302

2. Payroll: 028898825

3. Money Market: 028026294

Securities Accounts

N/A

EXHIBIT F

Amended and Restated Operating Agreement of the LLC

AMENDED AND RESTATED OPERATING AGREEMENT

RESONANT LLC,

a California limited liability company

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“ Agreement ”) is made and entered into as of June 17, 2013 by the undersigned (the “ Member ”), with reference to the following background facts:

A. On May 29, 2012, (i) Articles of Organization for Resonant LLC (the “ Company ”) were filed with the California Secretary of State and (ii) the members of the Company adopted an Operating Agreement for the Company effective as of such date (the “ Original Operating Agreement ”).

B. Pursuant to a transaction effective on or about the date hereof, the Member became the sole member of the Company, and now desires to enter into this Agreement to set forth the rights and obligations of the Member with respect to the Company and to replace and supersede the Original Operating Agreement in its entirety.

Accordingly, the Member by this Agreement sets forth the operating agreement for the Company under the laws of the State of California on the terms and subject to the conditions of this Agreement.

1. Formation . The Company has been organized as a limited liability company pursuant to the Beverly-Killea Limited Liability Company Act, California Corporations Code Section 17000 et seq. , as amended from time to time (the “ Act ”) and the provisions of this Agreement. This Agreement is therefore made and entered into as of the date set forth above, by the Member, for the purposes, among other things, of defining the rights and obligations of the Member with respect to the Company. The Member shall execute, acknowledge and/or verify such other documents and/or instruments as may be necessary and/or appropriate in order to continue the existence of the Company in accordance with the provisions of the Act. The Member agrees to execute all documents and to undertake all other acts, as reasonably may be deemed necessary in order to comply with the requirements of the laws of the State of California (and all other applicable jurisdictions) for the formation, continuation and operation of a limited liability company in accordance with and subject to this Agreement.

2. Name . The name of the Company is Resonant LLC.

3. Purpose . The Company has been formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, any lawful act or activity for which limited liability companies may be formed under the Act.

4. Powers . In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to undertake each of the business activities set forth in the Act.

5. Principal Business Office . The principal place of business of the Company shall be at 460 Ward Drive, Suite D, Santa Barbara CA, 93111. The Member may change the principal place of business of the Company to any other place within or outside the State of California. The name of the Company’s registered agent for service of process shall be Terry Lingren, 460 Ward Drive, Suite D, Santa Barbara CA 93111. The registered agent and registered office of the Company may be changed from time to time by the Member.

6. Limited Liability . Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

7. Membership Interest . “ Membership Interest ” shall mean the Member’s entire interest in the Company, including all economic interest, the right to vote on or participate in the management of the Company, and the right to receive information concerning the business and affairs of the Company. The Member owns 100% of the Membership Interest in the Company.

8. Capital Contributions . The Member may make additional capital contributions to the Company as the Member deems necessary.

9. Allocation of Profits and Losses . The Company’s profits and losses shall be allocated 100% to the Member.

10. Distributions . Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its Membership Interest if such distribution would violate the Act or other applicable law.

11. Management . The Company shall be managed by a single Manager. The Member shall be the Manager until such time as the Member resigns. Upon the resignation of the Manager, the Member shall appoint a new manager for the Company. The Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of California. The Manager shall have the authority to appoint officers of the Company, including, but not limited to, a chief executive officer, a president, a chief operating officer, a chief technology officer, one or more vice-presidents, one or more secretaries and one or more treasurers, who shall serve at the pleasure of the Manager until removed from office by notification from the Manager or until such officer resigns. The officers of the Company immediately before adoption of this Agreement shall continue as the officers of the Company after adoption of this Agreement until their replacement by the Manager pursuant hereto or their earlier resignation.

12. Other Business . The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor the Member shall have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

13. Exculpation and Indemnification .

(a) Neither the Member nor the Manager shall be liable to the Company, or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such person by this Agreement, except that the Member and the Manager shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct.

(b) All rights of current and former members, managers and officers of the Company under the Original Operating Agreement to indemnification in respect of facts and circumstances arising

before the adoption of this Agreement shall remain in full force and effect and the Company shall provide such indemnification under the terms of the Original Operating Agreement. The Member, Manager and each officer of the Company shall further be entitled to indemnification with respect to facts and circumstances arising upon or after the adoption of this Agreement as set forth in the remainder of this Section 13.

(c) To the greatest extent not inconsistent with the Act and the laws and public policies of the State of California, the Company shall indemnify against expenses and liabilities of any Member, Manager or officer of the Company (each, an “ Indemnified Party ”) made a party or who was threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (each, a “ Proceeding ”) by the Company or another because such Indemnified Party is or was a Member, Manager, or an officer, director, employee or other service provider of the Company, or such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership joint venture, trust or other enterprise, as a matter of right, against all liability incurred by such Person in connection with any action, suit, or Proceeding or any threatened, pending, or completed action, suit, or Proceeding; whether civil, criminal, administrative, or investigative, except in the case of fraud, willful misconduct or gross negligence or breach of this Agreement; and, provided that it shall be determined in the specific case in accordance with Section 13(h) that indemnification of such person is permissible in the circumstances because the person has met the standard of conduct for indemnification set forth in this Section 13. The Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Manager deems appropriate.

(d) To the greatest extent not inconsistent with the Act and laws and public policies of the State of California, the Company shall pay for or reimburse, pursuant to this Section 13, the reasonable expenses incurred by an Indemnified Party in connection with any such Proceeding as incurred in advance of final disposition of the action, suit, or Proceeding if (a) the Indemnified Party furnishes the Company a written affirmation of such Indemnified Party’s good faith belief that such Indemnified Party has met the standard of conduct for indemnification described in Section 13, (b) the Indemnified Party furnishes the Company a written undertaking to repay the advance if it is ultimately determined by a court having jurisdiction that such Indemnified Party did not meet such standard of conduct and is not entitled to be indemnified, and (c) a determination is made in accordance with Section 13 that based upon facts then known to those making the determination, indemnification would not be precluded under this Section 13.

The undertaking described above must be a general obligation of the Indemnified Party, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. The Company shall indemnify an Indemnified Party who is wholly successful, on the merits or otherwise, in the defense of any such Proceeding, as a matter of right, against reasonable expenses incurred by the Person in connection with the Proceeding without the requirement of a determination as set forth in Section 13(h).

(e) Upon demand by an Indemnified Party for indemnification or advancement of expenses incurred in defending a civil or criminal suit or Proceeding, as the case may be, the Company shall expeditiously determine whether the Indemnified Party is entitled thereto in accordance with this Section 13.

(f) The Company shall be empowered, but shall not be obligated, to indemnify any person to the same extent as if such person were an Indemnified Party.

(g) Indemnification of an Indemnified Party is permissible under this Section 13 only if (a) such Indemnified Party conducted itself in good faith; (b) reasonably believed that its conduct was in or at least not opposed to the Company’s best interest; and (c) in the case of any criminal Proceeding, it had no reasonable cause to believe its conduct was unlawful. The termination of a Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Person did not meet the standard of conduct described in this Section 13.

(h) A determination as to whether indemnification of or advancement of expenses as contemplated under this Section 13 is permissible shall be made by the Manager.

(i) An Indemnified Party who is a party to a Proceeding may apply for indemnification from the Company to the court, if any, conducting the Proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines:

i. In a Proceeding in which the Indemnified Party is wholly successful, on the merits or otherwise, the Indemnified Party is entitled to indemnification under this Section 13, in which case the court shall order the Company to pay the Indemnified Party its reasonable expenses incurred to obtain such court ordered indemnification; or

ii. The Indemnified Party is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Indemnified Party met the standard of conduct set forth in Section 13(g) above.

(j) Nothing contained in this Section 13 shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a Member or Manager of the Company or is or was serving at the Company’s request as a director, officer, partner, manager, trustee, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise.

(k) Nothing contained in this Section 13 shall limit the ability of the Company to otherwise indemnify or advance expenses to any Person. It is the intent of this Section to provide indemnification to an Indemnified Party to the fullest extent now or hereafter permitted by the law consistent with the terms and conditions of this Section 13. Indemnification shall be provided in accordance with this Section 13 irrespective of the nature of the legal or equitable theory upon which a claim is made including, without limitation, negligence, breach of duty, mismanagement, waste, breach of contract, breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law. The provisions of this Section 13 shall be in the nature of a contractual right. Any amendment to this Section 13 shall not adversely affect an Indemnified Party’s rights under this Section 13 for any actions taken or omission prior to such amendment.

(l) To the greatest extent not inconsistent with the Act and laws and public policies of the State of California, the Company may purchase and maintain insurance or other financial arrangement for the benefit of any Person who is or was a Member, Manager, officer, employee, service provider or agent, against any liability asserted against or expenses incurred by such Person in any capacity or

arising out of such person’s service with the Company, whether or not the Company would have the power to indemnify such Person against such liability. No financial arrangement may provide protection for a person adjudged by a court having jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

14. Assignment . The Member may assign in whole or in part its Membership Interest. If the Member transfers all of its Membership Interest in the Company in compliance with this Section 14, the transferee shall be admitted to the Company as a Member, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a Member of the Company.

15. Resignation . The Member may resign from the Company as a Member at any time. If the Member resigns pursuant to this Section, an additional Member may be admitted to the Company, subject to Section 16, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a Member of the Company. In such event, the Company shall not dissolve if the business of the Company is continued in accordance with the Act.

16. Admission of Additional Members . One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Manager.

17. Dissolution .

(a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the date set forth in the Articles of Organization for the duration of the Company, or (ii) the written election of the Member.

(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company, after paying all of the liabilities of the Company, including the creation of a reserve by the Member for contingent and unknown liabilities, shall be distributed 100% to the Member.

18. Separability of Provisions . Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

19. Entire Agreement . This Agreement constitutes the entire agreement of the undersigned with respect to the subject matter hereof and supersedes all prior understandings or writings of the undersigned with respect to the subject matter hereof. Without limiting the generality of the foregoing, this Agreement supersedes the Original Operating Agreement in its entirety.

20. Governing Law . This Agreement shall be governed by, and construed under, the laws of the State of California (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

21. Amendments . This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Operating Agreement as of the date first above written.

	MEMBER

	RESONANT INC.


	By:
		Terry Lingren, CEO

EXHIBIT G

Form of Stockholders Agreement

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this “ Agreement ”) is made as of this 17 th 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 .”

WHEREAS, on or about the date hereof, the Company, the Founders and STI are entering into an exchange agreement under which the Founders will exchange their limited liability company interests (“ Units ”) in Resonant LLC, a California limited liability company (“ Resonant LLC ”) for shares of the Company’s Common Stock (as defined below), and their warrants to purchase Units for warrants to purchase Common Stock (the “ Founder Warrants ”), and STI will exchange its Units in Resonant LLC for a convertible promissory note of the Company that is convertible into the number of shares of Common Stock shown on Schedule I attached hereto (the “ STI Note ”);

WHEREAS, on or about the date hereof, the Company is entering into a Securities Purchase Agreement (the “ Securities Purchase Agreement ”) with certain prospective investors in the Company (the “ Investors ”), under which the Company will issue and sell to the Investors convertible promissory notes (the “ Investor Notes ”) in the aggregate principal amount of at least $6,500,000 (such issuance and sale, the “ Note Financing ”);

WHEREAS, the Company has agreed, upon the closing of the Note Financing, to issue to MDB certain warrants to purchase shares of Common Stock (each, an “ MDB Warrant ” and, together, the “ MDB Warrants ”); and

WHEREAS, the parties desire to establish through this Agreement continuity of ownership and certain other rights, obligations and restrictions with respect to the STI Note, the MDB Warrants, the Founders’ shares of Common Stock, the Founder Warrants, and other securities of the Company that may be later issued;

ARTICLE I

DEFINITIONS

Section 1.01 Construction of Terms . As used herein, the masculine, feminine or neuter gender, and the singular or plural number, shall be deemed to be or to include the other genders or number, as the case may be, whenever the context so indicates or requires. The word include (and any variation) is used in an illustrative sense rather than in a limiting sense.

Section 1.02 Number of Shares of Stock . Except as otherwise expressly provided, whenever any provision of this Agreement calls for any calculation based on a number of Shares held by a Stockholder, the number of Shares deemed to be held by such Stockholder shall be the total number of shares of Common Stock then owned by such Stockholder, plus the total number of shares of Common Stock issuable upon conversion of any convertible securities or exercise of any options, warrants or subscription rights then owned by such Stockholder. The number of Shares so deemed to be held by the Founders, STI and MDB as of the date of this Agreement is shown on Schedule 1 attached hereto.

Section 1.03 Defined Terms . The following capitalized terms, as used in this Agreement, shall have the meanings set forth below.

“ Additional Securities ” has the meaning set forth in Section 6.01(a).

“ Additional Stockholder ” has the meaning set forth in the preamble to this Agreement.

“ Affected Stockholder ” has the meaning set forth in Section 5.01(a).

“ Affiliate ” of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, STI’s being a party to this Agreement and owning the STI Note, or the shares of Common Stock into which the STI Note is convertible, shall not be sufficient, in and of themselves, to make STI an Affiliate.

“ Annual Operating Budget ” has the meaning set forth in Section 8.09.

“ Association ” has the meaning set forth in Section 10.08(c).

“ Authorized Representative ” has the meaning set forth in Section 8.07(b).

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Santa Barbara, California are authorized or required to close.

“ Capital Stock ” means, in each case whether now outstanding or hereafter issued in any context, (a) shares of Common Stock, (b) any other shares of capital stock of the Company now or later authorized, and (c) stock options, warrants or other convertible securities exercisable for or convertible into shares of Common Stock or other capital stock of the Company (including the STI Note and the MDB Warrants).

“ Commission ” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act and the Exchange Act.

“ Common Stock ” means the Common Stock, par value $.001 per share, of the Company and any other common equity securities now or hereafter issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange

for or in replacement of or upon conversion of such shares or otherwise in connection with a combination of shares, recapitalization, merger, consolidation or other corporate reorganization).

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Competing Activity ” means any activity related to licensing, owning, selling, developing, marketing or otherwise realizing the economic benefits from (a) any technology for use in bidirectional radios in mobile devices or (b) RF acoustic wave filter technology for any application, in either case as an owner, partner, shareholder, member, director, manager, employee, independent contractor, consultant or otherwise; provided , however, that “Competing Activity” shall not include, (i) except to the extent provided below, STI’s current and future 2G HTS wire business, (ii) except to the extent provided below, STI’s current wireless infrastructure business as presently conducted and future wireless infrastructure business as publicly disclosed in the STI Public Documents (excluding statements concerning STI’s RCR technology business); (iii) an otherwise Competing Activity conducted or to be conducted by STI or a Person that acquires STI in each case that results from an STI Strategic Transaction, (iv) ownership by any Person of less than three (3%) of the equity of an entity that has a class of securities registered under Section 12(g) or 12(h) of the Exchange Act, that conducts a “Competing Activity;” or (v) any other activity approved in writing by the Board, which approval may be withheld in its sole and absolute discretion, and provided further that, notwithstanding clauses (i) and (ii) of the foregoing proviso, the pursuit of RF acoustic wave filter technology for any application by STI shall be deemed a Competing Activity by STI.

“ Designating Party ” has the meaning set forth in Section 2.01(c).

“ Domestic Partner ” of a Person means the spouse or registered domestic partner of, or other member of a legally recognized domestic union with, such Person.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Excluded Securities ” means Capital Stock issued in connection with: (a) a grant to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement; (b) the conversion or exchange of any securities of the Company into shares of Common Stock, or the exercise of any options, warrants or other rights to acquire such shares; (c) the consummation of the Public Offering; (d) a stock split, stock dividend or any similar recapitalization; or (e) the Note Financing.

“ Fair Market Value ” means, with respect to any particular Shares, the price that would be paid for such Shares in an orderly sale transaction between a willing buyer and a willing seller, using valuation techniques then prevailing in the securities industry and assuming full disclosure of all relevant information and a reasonable period of time for effectuating such sale, without discount for lack of liquidity, or minority position.

“ Founder ” has the meaning set forth in the preamble to this Agreement.

“ Initial Payment ” has the meaning set forth in Section 5.03(b).

“ Issuance Notice ” has the meaning set forth in Section 6.01(b).

“ Joinder Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Major Stockholder ” means each Founder and STI.

“ Majority Founders ” means Founders holding a majority of the shares of Common Stock held by the Founders.

“ MDB ” has the meaning set forth in the preamble to this Agreement.

“ MDB Warrant ” has the meaning set forth in the recitals to this Agreement.

“ Non-Affected Founder ” has the meaning set forth in Section 5.01(a).

“ Non-Selling Major Stockholder ” has the meaning set forth in Section 4.03(a).

“ Note Financing ” has the meaning set forth in the recitals to this Agreement.

“ Notes ” has the meaning set forth in Section 5.03(b).

“ Offered Shares ” has the meaning set forth in Section 4.02(a).

“ Oversubscribing Major Stockholder ” has the meaning set forth in Section 6.01(d).

“ Permitted Transfer ” has the meaning set forth in Section 4.01(c).

“ Permitted Transferee ” has the meaning set forth in Section 4.01(d).

“ Person ” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof.

“ Pro Rata Share ” shall mean:

(a) for purposes of the right of first refusal in Section 4.02, the product obtained by multiplying (i) the number of Offered Shares that the Company has not elected to purchase by (ii) a fraction, the numerator of which is the number of Shares held by the applicable non-Transferring Major Stockholder and the denominator of which is the total number of Shares held by all of the non-Transferring Major Stockholders; provided , that for purposes of the right of over-allotment in Section 4.02(a), Pro Rata Share shall mean the product obtained by multiplying (i) the unallocated Offered Shares by (ii) a fraction, the numerator of which is the number of Shares held by the applicable Major Stockholder exercising its right of over-allotment, and the denominator of which is the total number of Shares held by all Major Stockholders exercising such right of over-allotment;

(b) for purposes of the right of co-sale in Section 4.03, the product obtained by multiplying (i) the number of Shares to be sold in the Proposed Tag Along Sale, by (ii) a fraction, the numerator of which is the number of Shares held by the applicable Non-Selling Major Stockholder and the denominator of which is the sum of (A) the total number of Shares held by all of the Non-Selling Major Stockholders plus (B) the total number of Shares held by the Tag Along Sale Stockholder; and

(c) for purposes of the repurchase right in Article V, the product obtained by multiplying (i) the number of Repurchase Option Shares not purchased by the Company, by (ii) a fraction, the numerator of which is the number of Shares held by the applicable Non-Affected Founder, and the denominator of which is the total number of Shares held by all Non-Affected Founders; provided , that for purposes of the right of over-allotment in Section 5.01(b), Pro Rata Share shall mean the product obtained by multiplying (i) the unallocated Repurchase Option Shares by (ii) a fraction, the numerator of which is the number of Shares held by the applicable Non-Affected Founder exercising its right of over-allotment, and the denominator of which is the total number of Shares held by all Non-Affected Founders exercising such right of over-allotment.

(d) for purposes of the preemptive right in Article VI, the product obtained by multiplying (i) the number of New Securities, by (ii) a fraction, the numerator of which is the number of Shares held by the applicable Major Stockholder, and the denominator of which is the total number of Shares held by all Major Stockholders; provided , that with respect to the Over-Subscribing Major Stockholders, Pro Rata Share shall mean the product obtained by multiplying (i) the unallocated New Securities, by (ii) a fraction, the numerator of which is the number of Shares held by the applicable Over-Subscribing Major Stockholder, and the denominator of which is the total number of Shares held by all Over-Subscribing Major Stockholders.

“ Proposed Tag Along Sale ” has the meaning set forth in Section 4.03(a).

“ Public Offering ” shall mean the Company’s initial public offering of securities pursuant to an effective registration statement filed under the Securities Act.

“ Put Right ” has the meaning set forth in Section 5.04(a).

“ Put Right Initial Payment ” has the meaning set forth in Section 5.04(c).

“ Put Right Note ” has the meaning set forth in Section 5.04(c).

“ Put Right Notice ” has the meaning set forth in Section 5.04(b).

“ Put Right Purchase Price ” has the meaning set forth in Section 5.04(b).

“ Registration Statement ” has the meaning set forth in Section 9.01(a).

“ Repurchase Option Event ” has the meaning set forth in Section 5.01(a).

“ Repurchase Option Event Notice ” has the meaning set forth in Section 5.01(a).

“ Repurchase Option Shares ” has the meaning set forth in Section 5.01(a).

“ Resonant LLC ” has the meaning set forth in the recitals to this Agreement.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ Sale Notice ” has the meaning set forth in Section 7.01(a).

“ Sale Offeror ” has the meaning set forth in Section 7.01(a).

“ Sale Transaction ” means any (a) consolidation or merger of the Company with or into any other corporation or entity, or other corporate reorganization, in which the Company’s stockholders immediately prior to such transaction cease to own immediately after the transaction at least a majority, by voting power, of the equity securities of the surviving corporation (or its parent); (b) sale of at least a majority, by voting power, of the outstanding equity securities of the Company in one transaction or a series of transactions; or (c) a sale, license, lease or other transfer of all or substantially all of the assets of the Company or any subsidiary of the Company of all or substantially all of the assets of the Company and its subsidiaries, if any, taken as a whole, in one transaction or a series of transactions.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations thereunder which shall be in effect at the time.

“ Selling Group ” has the meaning set forth in Section 7.01(a).

“ Shares ” means and includes all shares of Capital Stock now owned or hereafter acquired in any manner by any Stockholder.

“ STI ” has the meaning set forth in the preamble to this Agreement.

“ STI Note ” has the meaning set forth in the recitals to this Agreement.

“ STI Public Documents ” shall mean the STI Prospectus dated February 20, 2012 and the STI Annual Report on Form 10-K for the year ended December 31, 2012, both as filed with the Securities and Exchange Commission and publicly available at www.sec.gov .

“ STI Strategic Transaction ” means any (a) sale of substantially all of the assets of STI; (b) merger of STI with and into any other Person as a result of which the shareholders of STI immediately before such transaction do not continue to own, immediately after such transaction, at least a majority of the voting power of the surviving entity; or (c) tender offer for STI’s common stock or other transaction or series of related transactions having a substantially similar result.

“ Stockholder ” has the meaning set forth in the preamble to this Agreement.

“ Tag Along Sale Notice ” has the meaning set forth in Section 4.03(a).

“ Tag Along Sale Stockholder ” has the meaning set forth in Section 4.03(a).

“ Transfer ” means any direct or indirect transfer, donation, sale, assignment, pledge, hypothecation, grant of a security interest in or other disposal or attempted disposal of all or any portion of a security of the Company or any rights therein. “ Transferred ” means the accomplishment of a Transfer, “ Transferee ” means the recipient of a Transfer and “ Transferor ” means the Person effecting a Transfer.

ARTICLE II

VOTING AGREEMENT

Section 2.01 Board of Directors .

(a) Size of the Board . Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors;

(b) Board Composition . Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Company’s stockholders, the following persons shall be elected to the Board:

(i) Two (2) individuals designated by the Majority Founders, initially Terry Lingren and Robert Hammond; and

(ii) Up to three (3) individuals that are not Affiliates of any Stockholder or employees of the Company, and that are designated by the Majority Founders and, if MDB is a holder of any Shares, reasonably acceptable to MDB.

(c) Failure to Designate a Board Member . In the absence of any designation from the persons or groups with the right to designate a director as specified above (a “ Designating Party ”), the director previously designated by such Designating Party and then serving shall be reelected if still eligible to serve as provided herein.

(d) Removal of Board Members . Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(i) no director elected pursuant to Section 2.01(b) may be removed from office, other than for violation of his fiduciary duties to the Company, unless such removal is directed or approved by the Designating Party; and

(ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 2.01(b) shall be filled pursuant to the provisions of this Section 2.01.

Each Stockholder shall execute any consents required to perform the obligations of this Agreement, and the Company shall, at the request of any Designating Party, call a special meeting of stockholders for the purpose of electing directors.

(e) No Liability for Election of Designated Directors . No party, nor any Affiliate of any such party, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any party have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

Section 2.02 Votes to Amend Certificate of Incorporation. Each Stockholder shall vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times:

(a) in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for issuance upon exercise or conversion of any preferred stock, stock options, stock purchase warrants or other convertible securities outstanding at any given time; and

(b) in favor of any amendment to the Company’s Certificate of Incorporation that the Majority Founders may reasonably request in connection with a potential Public Offering.

Section 2.03 Exercise of MDB Proxy . If any Founder is granted a proxy over any Capital Stock issuable under either of the MDB Warrants (or any warrants issued in exchange or replacement therefor), such Founder shall only exercise the powers granted under such proxy in the manner directed by the Majority Founders.

Section 2.04 Board Observer . For so long as STI continues to hold any shares of Capital Stock, the Company shall invite one (1) representative of STI to attend all meetings of the Board and any committee thereof in a nonvoting observer capacity, and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided , however, that such representative shall agree to hold in confidence and trust, and use solely for the benefit of the Company, all confidential information so provided; and provided further , that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could reasonably be expected to affect adversely the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or present a conflict of interest, in each case taking into account STI’s representative having executed the Confidentiality Agreement described in the following sentence. This observation right granted to STI is further contingent upon the execution and delivery by STI’s representative of a Confidentiality Agreement with the Company that is reasonably acceptable to the Company.

ARTICLE III

APPROVAL RIGHTS

Section 3.01 Actions Requiring STI Approval . The Company shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without the approval of STI (in addition to any other vote required by law or the Company’s Certificate of Incorporation):

(a) Amend the Company’s Certificate of Incorporation or bylaws in a manner that adversely and disproportionately affects the rights, privileges or preferences of STI, except to the extent necessary to effect the Note Financing or requested by the Majority Founders pursuant to Section 2.02 in connection with a potential Public Offering;

(b) Effect a Sale Transaction, unless either (i) the Required Holders (as defined in the Securities Purchase Agreement) approve such Sale Transaction without receiving any material inducement that adversely and disproportionately affects the rights, privileges, or preferences of, or

amounts payable to, STI or (ii) the implied value of the Company in such Sale Transaction equals or exceeds $50 million;

(c) Except (i) to the extent necessary to effect the Note Financing, (ii) for a Bridge Financing (as defined in the Securities Purchase Agreement) or (iii) as otherwise approved by the Required Holders, (A) borrow money in excess of $100,000 for any purpose, outside the Company’s ordinary course of business, on any terms from any source, including financial institutions and private lenders; (B) pledge, mortgage, hypothecate and/or encumber all or any portion of the assets of the Company as security for any loan or any other obligation (including any payment or performance bond or similar undertaking) (other than ordinary course purchase money obligations and related liens on specific equipment); or (C) guaranty any such loan or obligation;

(d) An alteration of the primary purpose or business of the Company and/or any act that would make it impossible to carry on the business of the Company in the ordinary course, which the Founders and STI hereby acknowledge and agree is to realize the economic benefits from the design, development, and marketing of components and technology for bidirectional radios in mobile devices and RF acoustic wave filter applications;

(e) The filing of a voluntary bankruptcy petition on behalf of the Company, an assignment for the benefit of creditors or the liquidation or winding up of the Company;

(f) Entering, approving or consummating any material transaction or agreement between the Company, on the one hand, and any Affiliate of the Company, any holder of ten percent (10%) or more, on a common-equivalent basis, of the outstanding Capital Stock, or any Founder, on the other hand (or waiving or releasing any material claim by the Company against, or material liability of obligation of, any such Person); for the avoidance of doubt and without limiting the foregoing, all new or changed compensatory, bonus, equity or other business arrangements with any of the Founders shall be subject to this approval; for further clarity, this approval right does not apply to the agreements or transactions being entered into in connection with the execution of this Agreement or the closing of the Note Financing, or any agreement or transaction that the Board (including a majority of the independent directors) determines to be necessary or advisable to enter into in order to effect the Public Offering (any such determination, an “ IPO-Related Determination ”);

(g) The hiring, termination or material change in the terms of employment of the Company’s Chief Executive Officer, Chief Technology Officer and Chief Financial Officer, if any, unless approved by the Board (including a majority of the independent directors);

(h) The granting of any approval in connection with a Competing Activity, or any addition to or change of the activities which constitute Competing Activities pursuant to this Agreement; and

(i) The redemption, purchase or other acquisition of any Capital Stock; provided , however, that this restriction shall not apply to the repurchase of Capital Stock from employees or other service providers to the Company upon the termination of employment or services pursuant to equity incentive arrangements entered into with the approval of the Board, or to the repurchase of Capital Stock pursuant to rights expressly granted to the Company in this Agreement.

The Company shall provide STI will prompt notice of any IPO-Related Determination.

Section 3.02 Actions Requiring Majority Founder Approval . The Company shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the following actions without the approval of the Majority Founders (in addition to any other vote required by law or the Company’s Certificate of Incorporation):

(a) Amend the Company’s Certificate of Incorporation or bylaws, except to the extent necessary to effect the Note Financing;

(b) Effect a Sale Transaction;

(c) Except to the extent necessary to effect the Note Financing, (i) borrow money in excess of $100,000 for any purpose, outside the Company’s ordinary course of business, on any terms from any source, including financial institutions and private lenders; (ii) pledge, mortgage, hypothecate and/or encumber all or any portion of the assets of the Company as security for any loan or any other obligation (including any payment or performance bond or similar undertaking) (other than ordinary course purchase money obligations and related liens on specific equipment); or (iii) guaranty any such loan or obligation;

(e) The filing of a voluntary bankruptcy petition on behalf of the Company, an assignment for the benefit of creditors or the liquidation or winding up of the Company;

(g) The hiring, termination or material change in the terms of employment of the Company’s Chief Executive Officer, Chief Technology Officer and Chief Financial Officer, if any, or any Founder, unless approved by all directors of the Company other than the Founder, if any, whose employment or compensation is at issue in the applicable decision of the Board;

(h) The granting of any approval in connection with a Competing Activity, or any addition to or change of the activities which constitute Competing Activities pursuant to this Agreement; and

arrangements entered into with the approval of the Board, or to the repurchase of Capital Stock pursuant to rights expressly granted to the Company in this Agreement.

Section 3.03 Approval Standard . Except as otherwise specifically provided in this Agreement, all votes, approvals, or consents of a Founder or STI may be given or withheld, conditioned or delayed as such Founder or STI may determine in such his or its sole and absolute discretion.

ARTICLE IV

RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL; CO-SALE RIGHTS

Section 4.01 Restrictions on Transfer.

(a) Board Approval to Transfer and Assignment of Shares . Except as otherwise expressly provided in this Agreement, no Stockholder may Transfer all or any part of such Stockholder’s Shares, in each case without (i) complying with the other provisions of this Article IV and (ii) unless the transfer is a Permitted Transfer, obtaining the prior unanimous approval of the Board, which approval shall not be unreasonably withheld or delayed.

(b) Further Restrictions on Transfer of Shares . No Stockholder, (other than STI pursuant to clause (e) of Section 4.01(c)(ii) below) shall transfer all or any part of such Stockholder’s Shares to (i) Persons engaged in Competing Activities (it being understood that a transfer by STI that results from an STI Strategic Transaction is not in violation of this prohibition) without the express, prior written approval of the Board, in its sole discretion, or (ii) an existing or prospective vendor, customer or strategic partner of the Company. Further, no Stockholder shall transfer all or any part of such Stockholder’s Shares without complying with all federal and state securities laws.

(c) Permitted Transfers . Each Stockholder agrees not to Transfer all or any portion of such Stockholder’s Shares except in connection with, and strictly in compliance with the conditions of, any of the following (each, a “ Permitted Transfer ”):

(i) Transfers effected pursuant to Article V or Article VII; or

(ii) Transfers by (a) inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child, or grandchild of such Stockholder; (b) to a trust for the benefit of such Stockholder or such spouse, parent, sibling, in-law, child, or grandchild of such Stockholder, (c) to a family-owned investment vehicle owned solely by such Stockholder and such Stockholder’s spouse, parent, sibling, in-law, child, or grandchild; provided , that such family-owned investment vehicle may not be sold or otherwise transferred to, or experience an ownership change in favor of, a third party without the prior written consent of the Board, (d) to any wholly-owned Affiliate of any of the Stockholders, (e) by STI in connection with an STI Strategic Transaction; provided , however, that no Stockholder who is a natural person shall be permitted to transfer, in the aggregate, more than 83,333 (adjusted as provided in Section 10.11) Shares pursuant to the foregoing clauses (a), (b) and (c) (except that any Stockholder who is a natural person shall be permitted to transfer one hundred percent (100%) of its Shares to a revocable living trust over which such Stockholder exerts one hundred percent (100%) control and indirect ownership); and provided further , that the effectiveness of any such Transfer shall be conditioned upon the applicable Transferee’s first having executed a Joinder Agreement.

(d) Any permitted Transferee described in Section 4.01(c)(ii) shall be referred to herein as a “ Permitted Transferee .” Notwithstanding anything to the contrary in this Agreement or any failure to execute a Joinder Agreement as contemplated hereby, Permitted Transferees shall take any Shares so Transferred subject to all provisions of this Agreement as if such Shares were still held by the Transferor, whether or not they so agree with the Transferor and/or the Company. Without limitation of the foregoing, in connection with any permitted Transfer under this Section 4.01 of Shares that are restricted shares under any stock restriction or similar agreement, any Transferee of any such Shares shall agree in writing to be bound by the terms of such stock restriction or similar agreement, including any repurchase or similar right contained therein.

Section 4.02 Right of First Refusal of the Company and the Major Stockholders.

(a) If a Stockholder shall decide to Transfer (other than pursuant to a Permitted Transfer) all or any part of its Shares (“ Offered Shares ”) pursuant to a bona fide offer, such Stockholder shall give notice, setting forth in full the terms of such bona fide offer and the identity of the offeror(s), to the Company and all Major Stockholders (other than the Transferring Stockholder) (the “ Offer Notice ”). If the Board has not consented to such Transfer in accordance with Section 4.01(a), such Transfer shall not be allowed. If the Board has consented to such Transfer in accordance with Section 4.01(a), the Company shall then have the right and option, for a period ending thirty (30) calendar days following the receipt of the Offer Notice, to elect to purchase all or any part of the Offered Shares at the purchase price and upon the terms specified in the Offer Notice by delivering notice of such election to the Transferring Stockholder (with a copy to each of the Major Stockholders). If the Company fails to purchase all or any part of the Offered Shares, then the Major Stockholders (other than the Transferring Stockholder) shall then have the right and option, for a period of thirty (30) calendar days after expiration of the Company’s exercise period provided above, to elect to purchase their Pro Rata Shares of all or any part of the Offered Shares not elected to be purchased by the Company at the purchase price and upon the terms specified in the Offer Notice by delivering notice of such election to the Transferring Stockholder (with a copy to the Company). If the Company and the Major Stockholders do not elect to purchase all of the Offered Shares, then the Major Stockholders electing to purchase in full their Pro Rata Shares of the Offered Shares shall have the right, in accordance with such electing Stockholders’ Pro Rata Shares, for a period of ten (10) calendar days after expiration of the Major Stockholders’ exercise period provided above, to elect to purchase their Pro Rata Shares of the remaining part of the Offered Shares available for purchase by delivering notice of such election to the Transferring Stockholder (with a copy to the Company). Unless otherwise provided in the Offer Notice, purchase by the Company and/or the remaining Major Stockholders shall be completed within ninety (90) calendar days following receipt of the Offer Notice.

(b) Notwithstanding the foregoing, however, if the Company and/or the Major Stockholders do not elect to purchase all of the Offered Shares pursuant to Section 4.02(a), then neither the Company nor the Major Stockholders shall be entitled to purchase any of the Offered Shares and the Stockholder desiring to transfer the Offered Shares may Transfer all of the Offered Shares to the proposed Transferee upon the terms set forth in the Notice, provided that any such Transferring Stockholder must first comply with Section 4.03, if applicable, and provided further , that the effectiveness of any such Transfer shall be conditioned upon the applicable Transferee first having executed a Joinder Agreement. Any such Transfer of the Offered Shares must be effected within sixty (60) calendar days after the date of the expiration of the Major Stockholders’ last exercise period as provided above. If no such Transfer is

effected within such sixty (60) calendar day period, then any subsequent proposed Transfer of all or any part of such Offered Shares shall once again be subject to the provisions of this Section 4.02.

(c) If any consideration offered for the Offered Shares in the bona fide offer consists of rights, interests or properties other than money, the Board shall determine in good faith the fair market value of such consideration in monetary terms as of the date the bona fide offer was received by the Stockholder desiring to sell the Offered Shares pursuant thereto. The fair market value of such consideration in monetary terms, as so determined, shall be included in the purchase price payable by the Company and/or the Major Stockholders hereunder, but the Company and/or the Major Stockholders need not transfer to the selling Stockholder the actual rights, interests or properties offered in the bona fide offer, nor afford the selling Stockholder the same tax treatment that would have been available to him, her or it under the bona fide offer, in order to exercise the rights of first refusal granted pursuant to this Section 4.02.

Section 4.03 Co-Sale Rights.

(a) If one or more Stockholders (individually or collectively, a “ Tag Along Sale Stockholder ”) proposes to Transfer (whether by sale, assignment or otherwise) to a purchaser or related group of purchasers (other than a current Stockholder of the Company (and its Affiliates) and/or a Permitted Transferee in a Permitted Transfer) more than fifteen percent (15%) of the then outstanding Shares, whether in one transaction or in a series of related transactions (a “ Proposed Tag Along Sale ”), and if the Shares proposed to be sold have not been purchased pursuant to the rights of first refusal set forth in Section 4.02, such Tag Along Sale Stockholder shall give at least thirty (30) calendar days prior notice to the Company and to each non-selling Major Stockholder (i.e., the Major Stockholder(s) whose Shares have not theretofore been offered for sale with respect to the Proposed Tag Along Sale) (each, a “ Non-Selling Major Stockholder ”), which notice for purposes of this Section 4.03 (the “ Tag Along Sale Notice ”), shall describe in reasonable detail the price, terms and conditions of such Proposed Tag Along Sale, and the identity of the prospective purchaser(s). Each Non-Selling Major Stockholder may elect to participate in the Proposed Tag Along Sale by delivering notice to the Board and the Tag Along Sale Stockholder within ten (10) Business Days following receipt by such Non-Selling Major Stockholder of the Tag Along Sale Notice specifying the amount of Shares each Non-Selling Major Stockholder desires to include in such Proposed Tag Along Sale. Each Non-Selling Major Stockholder that makes such election, subject to this Section 4.03, shall be entitled to sell its Pro Rata Share of the Shares to be sold in the Proposed Tag-Along Sale. To the extent that one or more Non-Selling Major Stockholders exercise such co-sale rights, the amount of Shares that the Tag Along Sale Stockholder may sell shall be ratably reduced.

(b) Each Stockholder participating in a Proposed Tag Along Sale shall receive as its purchase price for each of its Shares being sold pursuant to such Proposed Tag Along Sale an amount equal to the amount of consideration per Share to be delivered to the Tag Along Sale Stockholder in respect of its Shares, and subject to the same terms and conditions of payment offered to the Tag Along Sale Stockholder. To the extent that the purchaser(s) in a Proposed Tag Along Sale refuse to purchase Shares from a Non-Selling Major Stockholder exercising its rights of co-sale hereunder, the Tag Along Sale Stockholder shall not sell to such purchaser(s) any Shares unless and until, simultaneously with such sale, the Tag Along Sale Stockholder shall purchase such Shares from such Non-Selling Major Stockholder for such consideration and on such terms and conditions as would be required to put such

Non-Selling Major Stockholder in the same position as such Non-Selling Major Stockholder would have been had such purchaser(s) purchased the Non-Selling Major Stockholder’s Shares as provided above in this Section 4.03.

ARTICLE V

REPURCHASE RIGHT; PUT RIGHT

Section 5.01 Option to Purchase Non-STI Stockholder Shares .

(a) If one or more of the events described in Section 5.02 below (each, a “ Repurchase Option Event ”) shall occur with respect to a Founder or other employee of or consultant to the Company, excluding MDB (each an “ Affected Stockholder ”), such Stockholder (or its estate or other representative) shall give the Company, each Founder that is not the Affected Stockholder (each, a “ Non-Affected Founder ”), and STI prompt notice (a “ Repurchase Option Event Notice ”) of such Repurchase Option Event. The Company shall have the right and option to purchase all or any part of the Affected Stockholder’s Shares (“ Repurchase Option Shares ”), exercisable by giving notice to the Affected Stockholder (or its representative), each Non-Affected Founder and STI, at any time from the date of occurrence of the applicable Repurchase Option Event (irrespective of whether the Affected Stockholder gives the Company notice thereof) through the date that is thirty (30) calendar days after the Company’s receipt of the Repurchase Option Event Notice. If the Company fails to deliver such exercise notice within such thirty (30) calendar day period, it shall be deemed not to have exercised its repurchase right under this Section 5.01.

(b) If the Company does not elect to purchase all of the Repurchase Option Shares of an Affected Stockholder, then the Non-Affected Founders shall have the right and option, exercisable by giving notice to the Company, the Affected Stockholder (or its representative), each other Non-Affected Founder and STI during the period of ten (10) calendar days after expiration of the Company’s exercise period provided above, to elect to purchase all or any part of their Pro Rata Shares of the Repurchase Option Shares not elected to be purchased by the Company. If the Non-Affected Founders do not elect to purchase the entire remaining part of the Repurchase Option Shares, then such Non-Affected Founders as did so elect to purchase shall have an additional over-allotment right and option, exercisable by giving further notice to the Affected Stockholder (or its representative), each Non-Affected Founder and STI during the period of five (5) calendar days after expiration of the Non-Affected Founders’ exercise period provided above, to elect to purchase all or any part of their Pro Rata Shares of the remaining unallocated Repurchase Option Shares.

(c) If the Company and the Non-Affected Founders, in the aggregate, do not elect to purchase all of the Repurchase Option Shares of an Affected Stockholder, then STI shall have the right and option, exercisable by giving notice to the Company, the Affected Stockholder (or its representative) and each Non-Affected Founder during the period of ten (10) calendar days after expiration of the Non-Affected Founders’ last exercise period provided above, to elect to purchase all or any part of the Repurchase Option Shares not elected to be purchased by the Company and the Non-Affected Founders.

(d) If the Company, the Non-Affected Founders and STI, in the aggregate, do not elect to purchase all of the Repurchase Option Shares, none of the Affected Stockholder’s Shares may be purchased pursuant to this Section 5.01; provided , however, that the Repurchase Option Shares shall

remain subject to this Agreement and all such obligations and restrictions. Any purchase of Repurchase Option Shares shall be on the terms as set forth in Section 5.03 below.

Section 5.02 Repurchase Option Events . The following shall constitute Repurchase Option Events:

(a) The maintenance of any proceeding initiated by or against an Affected Stockholder under any bankruptcy or debtors’ relief laws of the United States or of any other jurisdiction, which proceeding is not terminated within thirty (30) calendar days after its commencement;

(b) A general assignment for the benefit of the creditors of an Affected Stockholder;

(c) A levy upon the Shares of an Affected Stockholder pursuant to a writ of execution or subject to the authority of any governmental entity, which levy is not removed within thirty (30) calendar days;

(d) The appointment of a conservator of the person and/or estate of an Affected Stockholder pursuant to applicable state law;

(e) The permanent and total disability of an Affected Stockholder that is a natural Person and an officer, director, consultant, advisor, employee or other provider of services to the Company; for purposes of the foregoing sentence, whether or not an Affected Stockholder is “totally disabled” shall be determined by the insurance carrier insuring against the disability at the time in question. If there is no such carrier, “total disability” shall mean that the Affected Stockholder is unable to perform his or her customary duties on behalf of the Company after the occurrence of the injury or illness resulting in the disability by reason of any medically determinable physical or mental impairment. The Affected Stockholder shall be determined to be “permanently and totally disabled” if the total disability has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Any dispute arising over the determination of whether such a disability exists shall be resolved by the majority vote of a panel of three (3) physicians, one chosen by the Affected Stockholder whose disability is in question, one chosen by the Board, and one chosen by the two (2) physicians already chosen. Each Affected Stockholder agrees to undergo any necessary and reasonable examination by such physicians;

(f) The entry of a final judgment of dissolution of marriage of an Affected Stockholder that is a natural person if in connection with such dissolution, the spouse of such Affected Stockholder is awarded any part of such Affected Stockholder’s Shares, as a result of a property settlement agreement or otherwise, but in such event such option to purchase shall extend only to the portion of the Shares awarded to such spouse. In such event, the Shares awarded to such spouse shall be included within the definition of “Repurchase Option Shares” for the purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event of a Repurchase Option Event described in this clause (f), the Affected Stockholder (irrespective of whether such Affected Stockholder is a Founder) shall have the first right to purchase the Shares awarded to his or her spouse on the terms provided herein, followed by the right of the Company, the Non-Affected Founders and STI;

(g) The death of an Affected Stockholder that is a natural person, or upon the death of any spouse of such an Affected Stockholder who has acquired any interest therein (the “ Deceased Spouse ”); provided , however, that the prior death of a spouse of an Affected Stockholder shall not give rise to an

option to purchase such Deceased Spouse’s interest in Shares if as a result of such Deceased Spouse’s death, his or her interest in Shares passes or will pass by will or otherwise to the Stockholder outright or to a trust pursuant to which the Affected Stockholder is the deemed owner of such Shares, as applicable; provided further , that if at such time as the Affected Stockholder ceases to be the deemed owner of such Shares, any interest therein transferred to such trust, or the Shares or interests therein, are distributed free of trust to any person other than the Affected Stockholder, the cessation of such ownership or distribution free of trust shall give rise at such time to an option to purchase such Shares or interests therein as though the Deceased Spouse had then died without leaving his or her Shares to the Affected Stockholder or to a trust over which he or she is the deemed owner of such Shares. In the event of the prior death of a spouse of an Affected Stockholder, such spouse and the interest of such spouse in any Shares of the Affected Stockholder shall be deemed to be the “Affected Stockholder” and the “Repurchase Option Shares of the Affected Stockholder,” respectively, for the purposes of this Agreement. Notwithstanding anything to the contrary hereinabove, if the Deceased Spouse of an Affected Stockholder leaves his or her interest in the Affected Stockholder’s Shares in a manner that would otherwise give rise to an option to purchase such interest by the Company, the Non-Affected Founders and STI, such Affected Stockholder (irrespective of whether such Affected Stockholder is a Founder) shall have the first option to purchase any such interest of his or her Deceased Spouse on the terms provided herein, followed by the right of the Company, the Non-Affected Founders and STI; or

(h) In the case of a Founder, the voluntary termination or involuntary termination with cause (as such term is then defined in such Founder’s employment or other service agreement with the Company) of such Founder’s status as an officer, director, consultant, advisor, employee or other provider of services to the Company; provided , however, that such a termination of status shall only constitute a Repurchase Option Event through the date of closing of the Note Financing and the twelve (12) calendar months following the calendar month in which such closing occurs, and provided further , that the portion of such Founder’s Shares that shall be deemed Repurchase Option Shares as a result of such termination of status shall be reduced ratably during such twelve (12) calendar months, with one twelfth (1/12) of the total number of such Shares ceasing to be deemed Repurchase Option Shares on the last day of each such calendar month (but without limiting the potential for all such Shares to be deemed Repurchase Option Shares with respect to any other Repurchase Option Event); or

(i) An Affected Stockholder engages in a Competing Activity.

Section 5.03 Terms of Purchase .

(a) Purchase Price . The purchase price of Repurchase Option Shares shall be the Fair Market Value thereof, determined as follows: The Company (irrespective of whether the Company has exercised its repurchase right, so long as at least one Non-Affected Founder or STI has exercised his or its repurchase right) and the Affected Stockholder shall attempt to agree on such Fair Market Value through good faith negotiations for a period of ten (10) Business Days, and if they are so able to agree then the agreed Fair Market Value shall apply. If the Company and the Affected Stockholder have not so agreed by the end of such period, then the Fair Market Value shall be determined by two (2) independent appraisers, one selected by the Affected Stockholder or his, her or its representatives, and one selected by the Company. Each such independent appraiser shall as promptly as possible provide an opinion of the Fair Market Value of the Repurchase Option Shares. If the Fair Market Value determined by one independent appraiser does not exceed the Fair Market Value determined by the other

independent appraiser by more than twenty percent (20%), then the average of the Fair Market Values set forth in the two (2) appraisals shall be treated as the Fair Market Value of the Repurchase Option Shares. Otherwise, the independent appraisers shall mutually select a third independent appraiser, and the Fair Market Value of the Repurchase Option Shares shall be determined exclusively by such third independent appraiser. The third independent appraiser will evaluate the appraisals of the two (2) other independent appraisers and as promptly as possible provide an opinion of Fair Market Value of the Repurchase Option Shares, which Fair Market Value must be no greater than the highest Fair Market Value reached by the two (2) other independent appraisers and no less than the lowest Fair Market Value reached by the other two (2) independent appraisers. Each of the Affected Stockholder and the Company shall bear the costs of the appraiser selected by it and an equal portion of the costs of the third appraiser (if any). The Fair Market Value of the Repurchase Option Shares determined pursuant hereto shall be binding on all parties, their legal representatives and their successors-in-interest.

(b) Payment of Purchase Price . The Company and/or, if applicable, the purchasing Non-Affected Founders and/or STI shall each pay twenty percent (20%) of the purchase price of the portion of the Repurchase Option Shares to be purchased by him, her or it in cash (the “ Initial Payment ”) no later than ninety (90) calendar days following the giving of the last notice of the election of the Company and/or the purchasing Non-Affected Founders and/or STI to the Affected Stockholder, or his, her or its legal representative, of his, her or its election to purchase the Repurchase Option Shares or, if later, the final determination as to the value of the Repurchase Option Shares. Simultaneously with the Initial Payment, the Company and/or the purchasing Non-Affected Founders and/or STI shall each execute and deliver a negotiable promissory note(s) (the “ Note(s) ”) representing the balance of the purchase price of that portion of the Repurchase Option Shares to be purchased by him, her or it. The Note(s) shall be fully amortized over sixty (60) months and shall bear interest from the date of delivery at a rate equal to the federal long term rate then in effect under Section 1274(d) of the Code on the date of the Repurchase Option Event. Interest and principal shall be payable in equal monthly installments commencing thirty (30) calendar days after the date of the Initial Payment, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time. Upon the receipt of the Initial Payment and the Note(s), the Affected Stockholder and his, her or its legal representative promptly shall execute all documents required or appropriate to transfer the Repurchase Option Shares to the purchasers. If the Affected Stockholder or the respective legal representative refuses to do so, the Company shall nevertheless enter the transfer on its records. Notwithstanding anything above to the contrary, in the event of either (a) the permanent and total disability of an Affected Stockholder that is a Founder or (b) the death of an Affected Stockholder that is a Founder or the death of his or her Deceased Spouse, the Company and/or, if applicable, the purchasing Non-Affected Founders and/or STI shall each pay one hundred percent (100%) of the purchase price of the portion of the Repurchase Option Shares to be purchased by him, her or it in cash no later than sixty (60) calendar days following giving notice of the election of the Company and/or the purchasing Non-Affected Founders to such Affected Stockholder or his, her or its legal representative of his, her or its election to purchase the Repurchase Option Shares or, if later, the final determination as to the value of the Repurchase Option Shares.

Section 5.04 Founder Put Right .

(a) Notwithstanding anything to the contrary contained in this Article V, each Founder shall have a right, but not the obligation, to require the Company to purchase and acquire all of the Shares held by the affected Founder (the “ Put Right ”) only if: (i) for any reason, all service relationships

of such Founder to the Company terminate (including service as an officer, director, consultant, advisor or employee), such that such Founder is no longer a service provider to the Company of any kind; (ii) the Company, the Non-Affected Founders and/or STI decline to purchase, in the aggregate, all of the Founder’s Shares pursuant to Section 5.01 (to the extent such termination of service relationships constitutes a Repurchase Option Event triggering such purchase right); and (iii) such Founder desires to become an employee or other service provider of a third party that engages in one or more Competing Activities, but the Company does not waive the provisions of Section 8.10(a) upon such Founder’s request. The Put Right shall be subject to the terms and conditions hereinafter set forth.

(b) The Put Right may only be exercised by delivery of notice to the Company of the affected Founder’s intention to exercise the Put Right, which notice shall further identify the applicable third party described in clause (iii) of Section 5.04(a) and such Founder’s proposed position with such third party (the “ Put Right Notice ”). The Put Right shall be deemed exercised thirty (30) calendar days following the date of the Company’s receipt of the Put Right Notice. Upon exercise of the Put Right, the obligation of the Company to purchase and acquire the affected Founder’s Shares, and the obligation of the affected Founder to sell and transfer his Shares to the Company shall become irrevocable, and the Company shall be deemed to have agreed, subject to the Company’s having available financial resources to do so, to purchase and acquire from the affected Founder all of the Shares in an amount equal to the Fair Market Value thereof, determined in the manner provided in Section 5.03(a) (the “ Put Right Purchase Price ”). Upon exercise of the Put Right and payment of the Put Right Purchase Price, in the manner described below, the Founder shall be deemed to have sold, transferred, assigned, conveyed and delivered to the Company all of such Founder’s Shares as of the effective date of exercise of the Put Right.

(c) The Company shall pay twenty percent (20%) of the Put Right Purchase Price (the “ Put Right Initial Payment ”) no later than ninety (90) calendar days following the giving of the Put Right Notice by the affected Founder. Simultaneously with making the Put Right Initial Payment, the Company shall execute and deliver a negotiable promissory note (the “ Put Right Note ”) representing the balance of the Put Right Purchase Price. The Put Right Note shall be fully amortized over sixty (60) months and shall bear interest from the date of delivery at a rate equal to the federal long term rate then in effect under Section 1274(d) of the Code on the date of delivery of the Put Right Initial Payment. Interest and principal shall be payable in equal monthly installments commencing thirty (30) calendar days after the date of the Put Right Initial Payment, provided that the Put Right Note may be prepaid, in whole or in part, without penalty, at any time.

(d) Notwithstanding anything to the contrary contained in this Agreement, if any amount shall remain outstanding under any Investor Note at the time the Put Right Initial Payment becomes payable, then one hundred percent (100%) of the Put Right Purchase Price shall be payable pursuant to the Put Right Note ( i.e. , there shall be no Put Right Initial Payment). Furthermore, in such event, the Put Right Note shall by its terms be subordinated in right of payment to the Investor Notes and the STI Note and permit the making of (i) interest payments so long as no Event of Default (as defined in the Investor Notes) shall have occurred and be continuing and (i) principal payments so long as both (A) no Event of Default shall have occurred and be continuing and (B) the consent of the Majority Holders (as defined in the Investor Notes) shall have been obtained.

(e) The transfer of all of a Founder’s Shares to the Company pursuant to the exercise of the Put Right shall be deemed effective upon the affected Founder’s (i) receipt of all of the Put Right Purchase Price, and (ii) warranting good and marketable title and interest in and to all of such Shares and conveying such Shares free and clear of all claims, charges, encumbrances, restrictions, liabilities, obligations, rights or interests of any kind or nature.

(f) Upon exercise of the Put Right in accordance with this Section 5.04, the affected Founder shall no longer be entitled to any of the rights, privileges and benefits associated or attributable to such Founder’s ownership of the Shares under this Agreement. The affected Founder shall execute, acknowledge, verify and deliver any and all stock certificates, agreements and other documents necessary or advisable to effectuate the transfer of the Shares, as reasonably determined by the Board, in its sole discretion. If the affected Founder refuses to do so, the Company shall nevertheless enter the transfer on its records and shall be authorized to amend this Agreement to reflect such transfer.

(g) Notwithstanding Section 5.04(a), if (i) the applicable termination of such Founder’s service relationships giving rise to the Put Right also constitutes a Repurchase Option Event described in Section 5.02(h) (relating to voluntary termination or involuntary termination with cause), or (ii) the Company does not have the financial resources to consummate the purchase and sale of the Shares in accordance with the terms and conditions of this Section 5.04, the Company shall not be obligated to purchase and acquire the Shares of the affected Founder; provided , however, if the Company does not purchase and acquire the Shares of the affected Founder pursuant to this Section 5.04, the Company shall promptly waive the requirements of Section 8.10 with respect to such affected Founder, and such affected Founder may engage in a Competing Activity upon thirty (30) days’ advance notice thereof to the Company. For the sake of clarity, the Founder shall remain subject to the terms and conditions of this Agreement but specifically excluding Section 8.10.

ARTICLE VI

PREEMPTIVE RIGHT

Section 6.01 Preemptive Right.

(a) Issuance of Additional Capital Stock . The Company hereby grants to each Major Stockholder the right to purchase all or any portion of its Pro Rata Share of any new Capital Stock (other than any Excluded Securities) (the “ Additional Securities ”) that the Company may from time to time propose to issue or sell to any party.

(b) Additional Issuance Notice . The Company shall give notice (an “ Issuance Notice ”) of any proposed issuance or sale described in Section 6.01(a) above to the Major Stockholders at least thirty (30) calendar days before the proposed date of such issuance or sale. The Issuance Notice shall specify the price at which the New Securities are to be issued and the other material terms of the issuance.

(c) Exercise of Preemptive Rights . Each Major Stockholder shall deliver notice of its election to purchase Additional Securities to the Company within ten (10) Business Days of receipt of the Issuance Notice. Delivery of such notice (which notice shall specify the number (or amount) of Additional Securities to be purchased by the Major Stockholder submitting such notice, which number (or amount) may be less than, equal to or in excess of such Major Stockholder’s Pro Rata Share of the Additional Securities proposed to be issued, to the Company shall constitute exercise by such Major Stockholder of

its rights under this Section 6.01 and a binding agreement of such Major Stockholder to purchase, at the price and on the terms specified in the Issuance Notice, the number of Additional Securities specified in such Major Stockholder’s notice. If, at the termination of the ten (10) Business Day period, any Major Stockholder shall not have exercised its rights to purchase any such Additional Securities, such Major Stockholder shall be deemed to have waived all of its rights under this Section 6.01 with respect to such Additional Securities.

(d) Over-Allotment . Notwithstanding the cumulative rights of the Major Stockholders as otherwise provided herein to each acquire up to their Pro Rata Share of the Additional Securities, if any Major Stockholder fails to exercise its preemptive rights under this Section 6.01 or elects to exercise such rights with respect to less than such Major Stockholder’s Pro Rata Share, each other Major Stockholder that has exercised its rights to purchase its entire Pro Rata Share, and indicated in its notice a desire to purchase a number (or amount) of Additional Securities that is greater than its Pro Rata Share (each, an “ Oversubscribing Major Stockholder ,” and collectively, the “ Oversubscribing Major Stockholders ”), shall be entitled to purchase from the Company Additional Securities, up to the maximum number (or amount) of Additional Securities indicated in such Oversubscribing Major Stockholder’s notice, as the Board shall determine in its reasonable discretion, such that each Oversubscribing Major Stockholder receives as close as reasonably practicable to its Pro Rata Share of the unallocated Additional Securities not taken up by the other Major Stockholders as a result of such Major Stockholders’ failure to exercise their respective preemptive rights at all or their exercise of such rights with respect to less than each such Major Stockholder’s Pro Rata Share, and such that the Company shall issue in the aggregate the maximum number (or amount) of Additional Securities possible, but not to exceed the total number (or amount) of Additional Securities the Board has proposed to issue at such time).

(e) Sales to the Prospective Buyer . The Company shall have sixty (60) calendar days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Additional Securities that the Major Stockholders have not elected to purchase at the price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice; provided , however, if such issuance is subject to regulatory approval, such 60-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 180 calendar days from the date of the Issuance Notice. If the Company proposes to issue any Additional Securities (other than Excluded Securities) after such period, it shall again comply with the procedures set forth in this Section 6.01. Notwithstanding the foregoing, the Company shall not be obligated to consummate any proposed issuance of Additional Securities, nor be liable to any Major Stockholder if the Company has not consummated any proposed issuance of Additional Securities pursuant to this Section 6.01 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance.

ARTICLE VII

DRAG-ALONG RIGHTS

Section 7.01 Drag-along Rights.

(a) If an arm’s length Sale Transaction with a third party who is not an Affiliate of the Company or any other Stockholder (the “ Sale Offeror ”) is approved by the Board, the Majority Founders

and STI, then, upon the receipt of notice from the Majority Founders and STI that they wish to invoke the drag-along rights provided in this Article VII (a “ Sale Notice ”), each Stockholder shall (i) vote, or act by written consent with respect to, all of such Stockholder’s Shares, in favor of, and raise no objections against, such Sale Transaction, and (ii) if the Sale Transaction is structured as a sale of outstanding stock, sell or otherwise dispose of pursuant to such Sale Transaction that number of the Shares owned by such Stockholder as of the date of the Sale Notice (as defined below) as shall equal the product of (in each case calculated on a common-equivalent basis) (A) a fraction, the numerator of which is the number of shares of Capital Stock proposed to be transferred by the Founders and STI as of the date of the Sale Notice, and the denominator of which is the aggregate number of shares of Capital Stock owned as of the date of such Sale Notice by the Founders and STI, multiplied by (ii) the number of shares of Capital Stock owned as of the date of such Sale Notice by such Stockholder.

(b) If the Majority Founders and STI have delivered a Sale Notice, then for a period of one hundred twenty (120) days after the date of such Sale Notice, the Stockholders shall be obligated to sell or otherwise dispose of their Shares to the Sale Offeror on substantially the same terms and conditions as apply to the Founders with respect to such Sale Transaction. Each Stockholder shall pay its owns costs and expenses, if any, incurred by it in connection with the sale or other disposition of its Shares pursuant to such Sale Transaction.

(c) Notwithstanding the foregoing, the obligations of the Stockholders under this Article VII shall only apply to a Sale Transaction that includes the following terms:

(i) any representations and warranties to be made by such Stockholders shall be limited to representations and warranties related to authority, ownership and the ability to convey title to their Shares;

(ii) each such Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the proposed sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any identical representations, warranties and covenants provided by all Stockholders);

(iii) the liability for indemnification, if any, of each such Stockholder in the proposed sale for the inaccuracy of any representations and warranties made by the Company in connection with such proposed sale is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any identical representations, warranties and covenants provided by all Stockholders) and is pro rata based on the consideration paid to such Stockholder as compared to the total consideration paid to all Stockholders in the proposed sale;

(iv) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in the proposed sale) of a negotiated aggregate indemnification amount that applies equally to all Stockholders, but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in the proposed sale;

(v) upon the consummation of the proposed sale, each holder of a class or series of Capital Stock shall receive the same form of consideration as each other holder of such class or series of Capital Stock; and

(vi) subject to clause (v) above, if any holder of a class of or series of Capital Stock is given an option as to the form and amount of consideration to be received in connection with the proposed sale, all holders of such class of series of Capital Stock shall be given the same option.

ARTICLE VIII
ACCOUNTING, RECORDS, REPORTING TO STOCKHOLDERS; NON-SOLICITATION; CONFIDENTIALITY; OUTSIDE ACTIVITIES

Section 8.01 Books and Records . The books and records of the Company shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal office all of the following:

(a) A current list of the full name and last known business or residence address of each Stockholder set forth in alphabetical order, together with the Shares held by each Stockholder;

(b) A current list of the full name and business or residence address of each officer and director of the Company;

(d) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years;

(e) A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

(f) Copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years; and

(g) The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four (4) fiscal years.

Section 8.02 Delivery to Major Stockholders; Inspection .

(a) Upon the request of any Major Stockholder for purposes reasonably related to the interest of that Major Stockholder, which purpose or purposes shall be set forth in reasonable detail in the request, the Company shall promptly deliver to the requesting Major Stockholder, at the expense of such Major Stockholder, a copy of the information required to be maintained under Section 8.01(a) through (g).

(b) Upon the request of any Major Stockholder for purposes reasonably related to the interest of that Major Stockholder, which purpose or purposes shall be set forth in the request, each Major Stockholder shall have the right to:

(i) inspect and copy during normal business hours any of the Company records described in Section 8.01(a) through (g); and

(ii) obtain from the Company, promptly after their becoming available, a copy of the Company’s federal, state, and local income tax or information returns for each Fiscal Year.

(c) Any request, inspection or copying by a Major Stockholder under this Section 8.02 may be made by that Person or that Person’s agent or attorney.

Section 8.03 Annual and Quarterly Statements .

(a) The Company shall send an annual report to each Major Stockholder not later than one hundred twenty (120) calendar days after the close of each fiscal year. The report shall contain a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. Such financial statements shall be accompanied by the report thereon, if any, of the independent accountants engaged by the Company or, if there is no report, a certification by an officer of the Company that the financial statements were prepared without audit from the books and records of the Company.

(b) The Company shall prepare financial reports on a quarterly basis and send such reports to each Major Stockholder not later than sixty (60) calendar days after the close of each quarter. Each quarterly report shall contain a balance sheet as of the end of the quarter and an income statement and statement of changes in financial position for such quarter. Such quarterly financial statements shall be accompanied by reports thereon, if any, of the independent accountants engaged by the Company or, if there are no such reports, a certification by an officer of the Company that the quarterly financial statements were prepared without audit from the books and records of the Company.

Section 8.04 Filings . The Company shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Company shall also cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, amendments to, or restatements of, the Company’s Certificate of Incorporation and all reports required to be filed by the Company with those entities under applicable laws, rules, and regulations.

Section 8.05 Bank Accounts . The Company shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person.

Section 8.06 Accounting Decisions and Reliance on Others . The accountants for the Company shall be a recognized firm of certified public accountants as shall be selected by the Board from time to time. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Board. The Board may rely upon the advice of the Company’s accountants as to whether such decisions properly reflect the Company’s transactions or with accounting methods followed for federal income tax purposes. All of the financial records of the Company shall be maintained at the Company’s principal office.

Section 8.07 Non-Solicitation; Confidentiality .

(a) No Stockholder, during the time in which such Person holds any Shares and for a period of one (1) year thereafter, shall, acting alone or together, directly or indirectly induce, recruit or solicit the employment of any employee, officer or director of the Company; provided , that the foregoing shall not prohibit a Stockholder from performing, or having performed on his or its behalf, a general solicitation for employees or customers not specifically focused at the foregoing Persons through the use of media, advertisement, electronic job boards or other general, public solicitations; provided , further, the foregoing shall not prohibit STI from recruiting or soliciting any officer, director or employee of the Company who is or was a former employee or service provider of STI. This paragraph is not intended to act as nor shall it be construed as a covenant not to compete. If any Person engages in any of the foregoing activities in violation of the provisions set forth in this Section 8.07, then, in addition to any and all other rights or remedies the Company may have against such Person at law or in equity, such Person shall be accountable to, and shall hold in trust for the Company, any income, compensation or profit that such Person may derive from engaging in such activities or shall be liable to the Company for such amounts for which the Company may offset (i.e., exercise a set-off remedy) against any amounts owed to such Person, if any. If any provision set forth in this Section 8.07(a) and/or the application thereof to any Person or circumstance shall be determined by a court of competent jurisdiction to be invalid and/or unenforceable to any extent, then the remaining provisions of this Section 8.07(a) (other than those which are so determined to be invalid or unenforceable) shall be valid and enforceable to the fullest extent permitted by law. All rights and remedies provided in this Section 8.07(a) are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether provided by law, equity, statute or otherwise.

(b) Each Stockholder agrees to keep confidential, and not to disclose to any Person (other than disclosure to such Stockholder’s agents, existing or prospective lenders, accountants, legal counsel, advisors or other representatives responsible for matters relating to the Company and who need to know such information in order to perform such responsibilities for such Stockholder (“ Authorized Representatives ”)), or use to the detriment of the Company, or misuse in any way, any information, including any trade secrets, relating to the Company or any of its subsidiaries, including, any business plans, marketing plans and practices, financial information, purchasing information, vendor information, pricing information, cost data, customer lists and identities, personnel information, secret processes, know-how, techniques, systems, designs, circuits, recipes, formulas and technical data, and any other information not expected to be known to outsiders or competitors (such information “ Confidential Information ”). Notwithstanding the foregoing, “Confidential Information” shall exclude any information that: (i) is known to such Stockholder or available through other lawful sources that are not bound by a confidentiality agreement or other fiduciary duty or duty of confidentiality with the Company, (ii) is or becomes publicly known or generally known in the industry through no fault of such Stockholder or his Authorized Representatives, or (iii) is required to be disclosed pursuant to any laws, regulations, subpoenas, judgments and/or orders of any governmental body (including in any regulatory filing) (provided that the Stockholder gives the Company reasonable prior notice before the Stockholder makes any such disclosure as set forth in clause (iii) so that the Company may seek a protective order or other appropriate remedy; provided , however, that this proviso shall not restrict the ability of any such Stockholder to timely comply with any such disclosure obligation). A Stockholder shall be responsible for the breach of this Section 8.07(b) by any of his or its Authorized Representatives. The provisions of this

Section 8.07(b) shall survive for a period of two (2) years after the date on which a Stockholder ceases to hold Shares.

(c) Each Stockholder understands and agrees that the remedies at law for a violation of any of the provisions contained in this Section 8.07 may be inadequate, that such violations may cause irreparable injury within a short period of time, and that the Company shall be entitled to seek preliminary injunctive relief and other injunctive relief against any such violation without having to post bond. In addition, a violating Stockholder shall be required to remit to the Company any and all profits derived by such Stockholder from such violation; provided , that if the purported violating party and the Company cannot agree that a violation has occurred, and/or on the amount required to be remitted to the Company as a result thereof, within the timeframe for settling a dispute set forth in Section 10.08, such dispute or disputes shall be resolved pursuant to Section 10.08 before the amount to be remitted to the Company, if any, is required to be remitted. Such injunctive relief and remission of profits shall be in addition to any and all other remedies the Company shall have in law or equity for the enforcement of such provisions.

(d) If any provision of this Section 8.07 is held to be unenforceable because of the scope, duration or geographic area of application, the court or arbitrator making such determination shall have the power to modify such scope, duration or area, and such provision shall then be applied in modified form. The enforceability of any provision of this Section 8.07 shall not affect the enforceability of any other provision of this Section 8.07 or this Agreement.

Section 8.08 Internal Control . The Company will establish, maintain and duly administer an internal control system over financial reporting, the design and operation of which shall be monitored and approved by the Board. Such internal control shall include policies, processes and such other features as are necessary or advisable to help ensure: (a) the quality of the Company’s internal and external reporting; and (b) compliance by the Company with applicable law.

Section 8.09 Operating Budget . After the date hereof, the Company shall prepare or cause to be prepared, and presented to the Board for approval, not later than November 30 of each year, an annual operating budget for the upcoming fiscal year (each, an “ Annual Operating Budget ”).

Section 8.10 Outside Activities .

(a) No Major Stockholder shall directly or indirectly (as an owner, partner, shareholder, member, director, manager, officer, employee, independent contractor, consultant or otherwise) engage in any Competing Activity so long as such person holds any Shares. If any Major Stockholder engages in any Competing Activity in violation of the provisions set forth in this subsection, then, in addition to any and all other rights or remedies the Company may have against such Major Stockholder at law or in equity, such violating Major Stockholder shall be accountable to, and shall hold in trust for, the Company, any income, compensation or profit that such violating Major Stockholder may derive from engaging in such activities. If any provision set forth in this Section 8.10 and/or the application thereof to any party or circumstance shall be determined by a court of competent jurisdiction to be invalid and/or unenforceable to any extent, then the remaining provisions of this subsection (other than those which are so determined to be invalid or unenforceable) shall be valid and enforceable to the fullest extent permitted by law.

(b) Except as prohibited by Section 8.10(a), (i) each Major Stockholder may engage or invest in, independently or with others, any business activity of any type or description, (ii) neither the Company nor any Stockholder shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom, (iii) no Major Stockholder shall, solely by virtue of its status as a holder of Shares, be obligated to present any investment opportunity or prospective economic advantage to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, and (iv) each Major Stockholder shall have the right to hold any investment opportunity or prospective economic advantage for its own account or to recommend such opportunity to persons other than the Company.

(c) Upon consummation of an STI Strategic Transaction, STI shall be excepted from the restrictions set forth in Section 8.10(a), provided that, as of the effective date of such STI Strategic Transaction, all rights of STI to purchase Capital Stock, participate in sales of Capital Stock, receive information from the Company or approve or consent to any action hereunder, including all of its rights under Section 4.02, Section 4.03, Article V, Article VI and Article VIII, shall terminate. For the avoidance of doubt, all restrictions and obligations of STI hereunder (other than the restrictions set forth in Section 8.10(a)) shall survive any STI Strategic Transaction.

ARTICLE IX
REGISTRATION RIGHTS; MARKET STANDOFF

Section 9.01 Piggyback Registration Rights .

(a) If, at any time during the seven (7) year period beginning on the date the Company first becomes subject to the periodic reporting obligations under the Exchange Act ( i.e. , following the Public Offering) or, if later, beginning on the date of expiration of any lock-up period applicable to the Founders or STI, there is not an effective registration statement under the Securities Act (a “ Registration Statement ”) covering all of the Shares held by the Founders and STI, and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8, each as promulgated under the Securities Act, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) then the Company shall send to the Founders and STI a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall include in such Registration Statement all of the Shares held by the Founders or STI for resale and offer on a continuous basis pursuant to Rule 415; provided , however, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any Shares of the Founders or STI in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of such Shares for the same period as the delay in registering such other securities, (iii) each of the Founders and STI is subject to confidentiality obligations with respect to any information gained in the registration process or any other material non-public information he or it obtains, (iv) each of the Founders or STI, or the assignee or successor in interest thereof is subject to all applicable laws relating to insider trading or similar

restrictions; and (v) the number of such Shares included in such registration shall be subject to cutback as provided below.

(b) If a registration subject to this Section 9.01 is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company, the Founders and STI in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including the Shares held by the Founders or STI and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein by MDB and the holders of shares of Common Stock issued on conversion of the notes issued in the Note Financing (which shall be allocated among MDB and such holders in accordance with their respective Registration Rights Agreements); and (iii) third, the number of Shares requested to be included therein by the Founders and STI, allocated among the Founders and STI pro rata to their total holdings of Shares or in such other manner as they may agree.

(c) If a registration subject to this Section 9.01 is initiated as an underwritten offering pursuant to exercise of contractual demand registration rights by MDB, a purchaser of notes in the Note Financing or another party holding contractual demand registration rights, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including the Shares held by the Founders or STI and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock that can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) exercising such demand registration rights in accordance with the terms of such rights, (ii) second, the number of shares of Common Stock requested to be included therein by MDB and/or the holders of shares of Common Stock issued on conversion of the notes issued in the Note Financing, to the extent MDB or such holders are not the parties exercising the applicable demand registration rights (and which shares of Common Stock shall be allocated among MDB and/or such holders in accordance with their respective Registration Rights Agreements); and (iii) third, the number of Shares requested to be included therein by the Founders and STI, allocated among the Founders and STI pro rata to their total holdings of Shares or in such other manner as they may agree.

Section 9.02 Lock-Up Agreement . Each Stockholder hereby agrees that in the event of the Public Offering, such Stockholder shall not, during the period beginning on the effective date of the registration statement for the Public Offering and ending on the later of (a) twelve (12) months after the effective date of such registration statement and (b) the listing of the Common Stock on a national securities exchange (as defined by regulation of the Commission), including any level of the NASDAQ Stock Exchange or the NYSE MKT, (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of, directly or indirectly, any shares of Common Stock of the Company or any securities convertible into, exercisable for, or exchangeable for shares of Common Stock, or (ii) enter into any swap or other arrangement that

transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters of any such public offering of stock are intended third party beneficiaries of this lock-up agreement and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with any such public offering of stock that are consistent with this Section 9.02 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the shares of stock subject to the foregoing restriction until the end of such period. With respect to MDB, the provisions of this Section 9.02 shall only apply to the Capital Stock issuable under either of the MDB Warrants (or any warrants issued in exchange or replacement therefor).

Section 9.03 Legend . Each Stockholder agrees that (in addition to the legends provided in Section 10.02) a legend reading substantially as follows may, in the discretion of the Company, be placed on all certificates representing all securities of the Company held by such Stockholder:

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

ARTICLE X
GENERAL PROVISIONS

Section 10.01 Prohibited Transfers; Securities Law Compliance.

(a) If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be void ab initio; the Company and the Stockholders shall have, in addition to any other legal or equitable remedies which they may have, the right to enforce the provisions of this Agreement by actions for specific performance (to the extent permitted by law); and the Company shall have the right to refuse to recognize any Transferee as one of its stockholders for any purpose.

(b) Notwithstanding anything to the contrary contained herein, no Transfer shall be permitted, and the Company shall not be required to recognize any Transfer on the books of the Company unless such Transfer complies with applicable federal and state securities laws, and if requested by the Company, the Company receives a legal opinion, in form and substance satisfactory to the Company, to such effect.

Section 10.02 Amendments, Waivers and Consents . For the purposes of this Agreement and all agreements executed pursuant hereto, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. This Agreement may not be amended or modified or any provision hereof waived without the consent of (i) the Company, (ii) the Majority

Founders and (iii) STI. Any amendment, modification, termination or waiver so effected shall be binding upon the Company, the Stockholders and all of their respective successors and permitted assigns whether or not such party, assignee or other shareholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Stockholder without the consent of such Stockholder unless such amendment, modification, termination or waiver applies to all Stockholders, respectively, in the same fashion, (ii) the consent of STI shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination or waiver does not apply to STI, and (iii) this Agreement may be amended by the Company from time to time to add Additional Stockholders without the consent of the other parties hereto.

Section 10.03 Legend on Securities . The Company and each of the Stockholders acknowledge and agree that substantially the following legends shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by a Stockholder:

“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RIGHTS OF FIRST REFUSAL AND RESTRICTIONS AGAINST TRANSFERS) CONTAINED IN A CERTAIN STOCKHOLDERS AGREEMENT, AS AMENDED FROM TIME TO TIME, BETWEEN THE CORPORATION AND THE HOLDER OF THIS CERTIFICATE (A COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE CORPORATION FOR EXAMINATION).”

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY MAY NOT BE TRANSFERRED, ASSIGNED, HYPOTHECATED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITITES LAWS, OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY IS DELIVERED TO THE COMPANY TO THE EFEFECT THAT SUCH REGISTRATION AND/OR QUALIFICATION IS NOT REQUIRED.”

Section 10.04 Notices and Demands . Except as otherwise provided, all notices, consents, approvals, requests and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (i) five (5) days after deposit with the U.S. postal service or other applicable postal service, if delivered by first class mail, postage prepaid, (ii) upon delivery, if delivered by hand, (iii) one (1) business day after the day of deposit with Federal Express or similar overnight courier, freight prepaid, if delivered by overnight courier or (iv) one (1) business day after the day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed, (a) if to a Stockholder, at such Stockholder’s address set forth on Schedule I hereto, or at such other address as such Stockholder shall have furnished the Company in accordance with this Section or (b) if to the Company, at its address as set forth on Schedule I hereto, or at such other address as the Company shall have furnished to the Stockholders in accordance with this Section, with a copy via email to each of Daniel Christopher ( dchristopher@resonantwireless.com ) and Adam Klotz ( aklotz@gtclawgroup.com ).

Section 10.05 Severability . If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent so determined and such invalidity or unenforceability shall not affect the remainder of such provision or the remaining provisions of this Agreement.

Section 10.06 Counterparts . This Agreement and any exhibit or schedule hereto may be executed in multiple counterparts, each of which shall constitute an original but all of which shall constitute but one and the same instrument. One or more counterparts of this Agreement or any Exhibit or Schedule hereto may be delivered via fax, .pdf or other electronic reproduction and transmission, with the intention that they shall have the same effect as an original counterpart hereof.

Section 10.07 Effect of Heading . The Article and Section headings herein are for convenience of reference only and are not to be considered in construing this Agreement.

Section 10.08 Governing Law; Arbitration; Specific Performance .

(i) In the event of any dispute arising out of or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle such dispute. If they do not reach a settlement within a period of sixty (60) calendar days, then the dispute shall be settled by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association (the “ Association ”) then in effect, subject to the limitations stated in this Section 10.08(c). This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Arbitration under this Section 10.08(c) shall be conducted in Los Angeles, California. The parties hereby agree to each request that a reasonable amount of discovery be permitted in the arbitration action.

(ii) Any arbitration action under this Section 10.08(c) shall be filed with the Association’s office in Los Angeles, California. The costs owed to the Association and the arbitrators for any arbitration action shall be paid by the party determined by the arbitrators to be the losing party in the action or, if no such party is so selected by the arbitrators, in equal shares by the parties to the controversy. Any demand for arbitration and any answer to such a demand must contain a statement, with respect to each claim alleged therein or answer thereto, indicating such parties’ position with respect to each such claim and the reason therefor.

(iii) In all arbitration proceedings pursuant to this Section 10.08(c), the award of the arbitrators shall (A) be issued in written form, (B) if applicable, designate one of the parties as the losing party owing costs for the arbitration, (C) indicate the arbitrators’ decision with respect to each of the individual claims presented by each party, including the award of any monetary damages, and (D) contain a brief statement of the reasons supporting each decision.

(iv) All arbitration proceedings shall be heard and decided by three (3) arbitrators, at least of whom one shall be an attorney. The three (3) arbitrators shall be appointed in the following manner: Within ten (10) calendar days after an arbitration demand or submission has been filed with the Association, the Association shall submit simultaneously to each party to the dispute an identical list of at least twelve (12) names of persons chosen from the Association’s panel of arbitrators. Each party to the dispute shall have ten (10) calendar days from the mailing date in which to cross off any names to which such party objects, number the remaining names indicating the order of preference, and return the list to the Association. If a party does not return the list within the time specified, all persons named therein shall be deemed acceptable. From among the persons who have been ranked as a preference on all lists, and in accordance with the designated order of mutual preference, the Association shall invite the acceptance of an arbitrator to serve. If the parties fail to agree upon at least one attorney arbitrator and two other arbitrators, or if acceptable arbitrators are unable to act, the Association shall submit a second and, if necessary, a third list of names, subject to the same procedure. If, after three such lists have been submitted, the parties have not agreed upon all three arbitrators, the Association shall have the power to appoint such arbitrators as are needed from other members of the Association’s panel without the submission of any additional lists; provided , however, that (i) those arbitrators, if any, upon whom the parties have agreed and who are able to act, shall be used and (ii) at least one arbitrator shall be an attorney.

(v) In all arbitration proceedings the arbitrators shall decide the questions in dispute in accordance with the law of the State of California and the Delaware General Corporation Law as provided above. This requirement is not merely directory, but constitutes a limitation upon the powers of the arbitrators. The arbitrators themselves are not to be the ultimate judges of whether their decision as to any question in dispute is or is not in accordance with the law of the State of California or the Delaware General Corporation Law. Instead, any such decision shall be subject to review by the state courts of California and the federal courts sitting in Los Angeles, California.

(d) Submission to Jurisdiction . Subject to Section 10.08(c) above, each of the Stockholders and the Company hereby irrevocably and unconditionally:

(i) submits for itself and its property in any legal action or proceeding relating to this Agreement, to the exclusive general jurisdiction of the state or federal courts located in Los Angeles, California, and appellate courts from any thereof;

(ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same to the extent permitted by applicable law;

(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),

postage prepaid, to the party, as the case may be, at its address set forth in Schedule I or at such other address of which the other party shall have been notified pursuant thereto; and

(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in paragraph hereof is not available despite the intentions of the parties hereto.

Section 10.09 Additional Parties . Additional persons (including officers and employees of the Company) who purchase from the Company any shares of Capital Stock of the Company or securities of the Company convertible into shares of Capital Stock, shall, as a condition of the purchase of such shares, become parties to this Agreement and become Stockholders hereunder upon execution by such Persons of a Joinder Agreement.

Section 10.10 Integration . This Agreement, including the exhibits, documents and instruments referred to herein or therein, constitutes the entire understanding and agreement between the parties with regard to the subjects hereof and thereof and supersedes any prior agreements or understandings between or among them, with respect to the subject matter hereof and thereof.

Section 10.11 Adjustment . All references to share amounts and prices herein shall be equitably adjusted to reflect any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event affecting the capital stock of the Company.

Section 10.12 Term . This Agreement shall terminate (a) immediately before the closing by the Company of the Public Offering or (b) the consummation of a Sale Transaction; provided , however, that Article IX shall survive termination of this Agreement by reason of the Public Offering.

Section 10.13 Binding Effect . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Section 10.14 Consent of Spouse . If any Stockholder is married or in a registered domestic partnership or other legally recognized domestic union on the date of this Agreement (any spouse or any such partner, a “ Spouse ”), such Stockholder’s Spouse shall execute and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“ Consent of Spouse ”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the Spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties. If any Stockholder should marry or remarry, or enter or re-enter into any such domestic partnership or other union, after the date of this Agreement, such Stockholder shall within thirty (30) days thereafter obtain his or her new Spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such Spouse to execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same.

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first set forth above.

COMPANY:		MDB:

RESONANT INC.		MDB CAPITAL GROUP, LLC




By:		By:
	Terry Lingren		Anthony DiGiandomenico
Its: Chief Executive Officer		Its: Head of Investment Banking


FOUNDERS:		STI:

		SUPERCONDUCTOR TECHNOLOGIES INC.

Terry Lingren

		By:
			Jeffrey A. Quiram
		Its: Chief Executive Officer

Neal Fenzi





Robert Hammond

EXHIBIT A

Form of Joinder Agreement

The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Stockholders Agreement (the “ Agreement ”) dated as of June 17, 2013 by and among Resonant Inc. (the “ Company ”) and the other parties named therein and, for all purposes of the Agreement, the undersigned shall be included within the term Stockholder (as defined in the Agreement). The address and facsimile number to which notices may be sent to the undersigned is as follows:


	PRINT NAME:

	ADDRESS:




	FACSIMILE:

EXHIBIT B

Consent of Spouse

I, [____________________], [spouse/registered domestic partner/member of a civil union] of [______________] (my “ Spouse ”), acknowledge that I have read the Stockholders Agreement, dated as of June 17, 2013 by and among Resonant Inc. (the “ Company ”) and the other parties thereto, to which this Consent is attached as Exhibit B (the “ Agreement ”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding certain rights of the Company and certain other holders of capital stock of the Company upon a proposed transfer of shares of capital stock of the Company which my Spouse may own including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement.

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.

Dated as of the [__] day of [__________, _____]


	Signature



	Print Name

SCHEDULE I

Stockholder and Address

Number and Class of Shares

COMPANY:

Resonant Inc.

460 Ward Drive, Suite D

Santa Barbara CA 93111

Facsimile: (805) 967-0342

N/A

FOUNDERS:

Terry Lingren

15472 Harrow Lane

Poway CA 92064

· 333,333 shares of common stock

· warrants for 83,333 shares of common stock (subject to adjustment as provided therein)

Neal Fenzi

650 Burtis Street

Santa Barbara, California 93111

· 333,333 shares of common stock

· warrants for 83,333 shares of common stock (subject to adjustment as provided therein)

Robert Hammond

3245 Campanil Drive

Santa Barbara, California 93109

· 333,333 shares of common stock

· warrants for 83,333 shares of common stock (subject to adjustment as provided therein)

STI:

Superconductor Technologies, Inc.

9101 Wall Street, Suite 1300

Austin, TX 78754

Facsimile: (805) 967-0342

· $2.4m promissory note, convertible into 700,000 shares of common stock (subject to adjustment as provided therein)

MDB:

MDB Capital Group, LLC

401 Wilshire Boulevard, Suite 1020

Santa Monica, CA 90401

Facsimile: (310) 526-5020

· Warrant to purchase 222,222 shares of common stock (subject to adjustment as provided therein)

· Warrant to purchase shares of common stock in contingent amount to be determined as provided therein

EXHIBIT H

Form of Subordination Agreement

SUBORDINATION AGREEMENT

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.

R E C I T A L S

A. Senior Creditors and Resonant Inc. (“ Debtor ”) have entered into that certain Securities Purchase Agreement, dated as of the date hereof (as amended, modified and supplemented from time to time, the “ Securities Purchase Agreement ”) and one or more Senior Secured Convertible Notes (such notes in favor of the Senior Creditor listed thereon as a holder, collectively, referred to herein as the “ Notes ”), pursuant to which the Senior Creditors have agreed to extend certain financial accommodations to Debtor.

B. As security for the prompt payment and performance of the Senior Creditor Indebtedness (as hereinafter defined), Debtor has granted the Senior Creditors a first lien security interest in the Collateral (as hereinafter defined) pursuant to that certain Security Agreement between the Debtor and the Senior Creditors dated as of the date hereof (the “ Senior Creditor Security Agreement ”).

C. Debtor made and delivered to Subordinated Creditor that certain Subordinated Secured Convertible Note, dated as of the date hereof, in the original principal amount of $2,400,000 (the “ Subordinated Creditor Note ”), pursuant to which Subordinated Creditor extended certain financial accommodations to Debtor.

D. As security for the prompt payment and performance of the Subordinated Creditor Indebtedness (as hereinafter defined), Debtor has granted the Subordinated Creditor a first lien security interest in the Collateral pursuant to that certain Security Agreement between the Debtor and the Subordinated Creditor dated as of the date hereof (the “ Subordinated Creditor Security Agreement ”).

E. Each of the Senior Creditors and the Subordinated Creditor wish to agree as to their respective rights to repayment by, and liens upon and security interests in the assets of, Debtor, and as to certain other rights, priorities, and interests as between the Senior Creditors and Subordinated Creditor.

A G R E E M E N T

In consideration of the foregoing, the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which the Senior Creditors and Subordinated Creditor hereby acknowledge, the Senior Creditors and Subordinated Creditor hereby agree as follows:

1. Definitions . Certain terms as used in this Agreement are defined in the preamble and recitals to this Agreement. In additions, the following terms, as used in this Agreement, shall have the following meanings:

“ Affiliate ” with respect to any Person, each officer, director, general partner, manager or joint-venturer of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purpose of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 5% or more of the equity of

such Person or (b) the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agreement ” means this Subordination Agreement together with any and all amendments, extensions, modifications, exhibits, and schedules hereto.

“ Collateral ” means all property (whether real, personal, movable or immovable) with respect to which any security interests have been granted (or purported to be granted) by Debtor pursuant to any Secured Creditors’ Agreements.

“ Independent ” means, with respect to any Person, a Person that is not: (i) the Debtor, a Senior Creditor or MDB Capital Group, or any successor in interest to or assignee of any such Persons; (ii) any Person that is (or within the 90 days preceding the date of determination was) an Affiliate of any Person described in clause (i) or any Person who has (or within the 90 days preceding the date of determination had) a material business, client, brokerage or customer relationship with any Person described in clause (i); (iii) any Person that is relative by blood, marriage, family or otherwise with any individual Person described in clause (i), or (ii); and (iv) a Person that is (or within the 90 days preceding the date of determination was) part of a “group” with any Person described in clause (i), (ii) or (iii) within the meaning of Section 13(d) under the Securities and Exchange Act of 1934 and the rules related to such section.

“ Person ” means an individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture, other entity or governmental authority.

“ Satisfaction in Full of the Senior Creditor Indebtedness ” means the indefeasible payment in full in cash and discharge, or other satisfaction in accordance with the terms of the Transaction Documents (as defined in the Securities Purchase Agreement) (including, without limitation, conversion of the Notes into equity of the Debtor) and discharge, of the Senior Creditor Indebtedness in full up to the unpaid amount of the initial principal amount of the Notes and all interest and other amounts due thereon (other than inchoate indemnity obligations which have not been reduced to a monetary amount and that survive in accordance with their terms).

“ Secured Creditor ” means either (a) any of the Senior Creditors or (b) the Subordinated Creditor, or any successor or assignee of either of them, in its capacity as a secured creditor under the Senior Creditor Agreements or the Subordinated Creditor Agreements, respectively.

“ Secured Creditors’ Agreements ” means, collectively, the Senior Creditor Agreements and the Subordinated Creditor Agreements.

“ Secured Creditors’ Indebtedness ” means, collectively, the Senior Creditor Indebtedness and the Subordinated Creditor Indebtedness.

“ Senior Creditor Agreements ” means, collectively, the Securities Purchase Agreement, the Notes, the Senior Creditor Security Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and any other document, instrument, or agreement now existing or in the future entered into by or in favor of any Senior Creditor by Debtor in connection with the Senior Creditor Indebtedness or the Collateral, together with any amendments, replacements, substitutions, or restatements thereof, all guaranties of the Senior Creditor Indebtedness and all security agreements securing the obligations under such guaranties.

“ Senior Creditor Indebtedness ” means any and all presently existing or hereafter arising indebtedness, claims, debts, liabilities, and obligations of Debtor owing to the Senior Creditors under the Senior Creditor Agreements.

“ Standstill Period ” means the period commencing on the date of a default under the Subordinated Creditor Indebtedness and ending upon the date which is the earliest of (a) the date one or more of the Senior Creditors accelerate all or any portion of the Senior Creditor Indebtedness, (b) the date one or more of the Senior Creditors take any action to transfer, or accept transfer of or benefit from, any of the Collateral in full or partial satisfaction of the Senior Creditor Indebtedness, (c) the date on which any event in sub-paragraph (iii), (iv) or (v) of the definition of “Event of Default” (as defined in the Subordinated Creditor Agreements) occurs or (d) the date on which the Satisfaction in Full of the Senior Creditor Indebtedness has occurred.

“ Subordinated Creditor Agreements ” means, collectively, the Subordinated Creditor Note, the Subordinated Creditor Security Agreement, and any other document, instrument, or agreement now existing or in the future entered into by or in favor of Subordinated Creditor by Debtor in connection with the Subordinated Creditor Indebtedness or the Collateral, together with any amendments, replacements, substitutions, or restatements thereof, all guaranties of the Senior Creditor Indebtedness and all security agreements securing the obligations under such guaranties.

“ Subordinated Creditor Indebtedness ” means any and all presently existing or hereafter arising indebtedness, claims, debts, liabilities, and obligations of Debtor owing to Subordinated Creditor under the Subordinated Creditor Agreements.

“ UCC ” means the Uniform Commercial Code as adopted in the State of New York or in such other jurisdiction as governs the perfection of the liens and security interests in the Collateral for the purposes of the provisions hereof relating to such perfection or effect of perfection.

2. Security Interests and Standstill .

(a) Priorities . The Subordinated Creditor hereby acknowledges that the Senior Creditors have been granted a first priority lien upon the Collateral to secure the Senior Creditor Indebtedness, and each Senior Creditor hereby acknowledges that the Subordinated Creditor has been granted a first priority lien upon the Collateral to secure the Subordinated Creditor Indebtedness. The liens in the Collateral held by the Senior Creditors are intended to be pari passu with the liens in the Collateral held by the Subordinated Creditor. The equal priority of the liens securing the Senior Creditor Indebtedness and the Subordinated Creditor Indebtedness will remain in full force and effect irrespective of: (i) how a lien was acquired, (ii) the time, manner, or order of the grant, attachment, filing, recordation, or perfection of a lien, (iii) any conflicting provision of the UCC or other applicable law, (iv) any defect or deficiencies in, or non-perfection (including any failure to perfect or lapse in perfection), setting aside, recharacterization, or avoidance of, any lien or any Secured Creditors’ Agreement, (v) the modification of any Secured Creditors’ Agreement, (vi) the commencement of an insolvency or like proceeding, or (vii) any other circumstance whatsoever, and notwithstanding any conflicting terms or conditions which may be contained in any of the Secured Creditors’ Agreements.

(b) Perfection . As between the Senior Creditors and the Subordinated Creditor, the Senior Creditors will be solely responsible for perfecting and maintaining the perfection of its liens over the Collateral, and the Subordinated Creditor will be solely responsible for perfecting and maintaining the perfection of its liens over the Collateral.

(c) Similar Liens . The parties hereto intend that the Collateral securing the Senior Creditor Indebtedness and the Collateral securing the Subordinated Creditor Indebtedness be identical. Accordingly, prior to the Satisfaction in Full of the Senior Creditor Indebtedness, the parties hereto will (i) use commercially reasonable efforts to cooperate to make the forms, documents, and agreements creating or evidencing the liens of the parties hereto in the Collateral materially the same and (ii) immediately prior to or concurrently with the entering into of any additional security or perfection

document in respect of the Collateral after the date hereof, offer to one another the opportunity to enter into substantially similar documentation to create a pari passu first priority lien in the same Collateral.

(d) Standstill . Subordinated Creditor shall not exercise remedies against the Collateral of the Debtor during the Standstill Period. For the avoidance of doubt, nothing in the Section 2(d) shall preclude Subordinated Creditor from (i) delivering any notice of default or other notice to Debtor pursuant to or in connection with the Subordinated Creditor Agreements following the first date on which the Collateral Agent (as defined in the Senior Creditor Agreements) shall have delivered any similar notice to the Debtor pursuant to or in connection with the Senior Creditor Indebtedness; (ii) accelerating the Subordinated Creditor Indebtedness following the first date on which the Collateral Agent shall have accelerated the Senior Creditor Indebtedness; (iii) taking any action required or desired as a precondition to acceleration of the Subordinated Creditor Indebtedness on or after the first date on which the Collateral Agent shall have taken any such action with respect to the Senior Creditor Indebtedness; (iv) filing a proof of claim or statement of interest, voting on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and making other filings, arguments, and motions, with respect to the Subordinated Creditor Indebtedness and the Collateral in any insolvency or bankruptcy proceeding commenced by or against Debtor; (v) taking action to create, perfect, preserve, or protect (but not enforce) its lien on the Collateral; (vi) filing necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of Subordinated Creditor Indebtedness or a lien securing the Subordinated Creditor Indebtedness; (vii) joining a judicial foreclosure or lien enforcement proceeding with respect to the Collateral initiated by one or more of the Senior Creditors; (viii) bidding for or purchasing Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any Senior Creditor, or any sale of Collateral during an insolvency or bankruptcy proceeding; provided that such bid may not include a “credit bid” in respect of any Subordinated Creditor Indebtedness unless the net cash proceeds of such bid are otherwise sufficient to cause the Satisfaction in Full of Senior Creditor Indebtedness and are applied to cause the Satisfaction in Full of Senior Creditor Indebtedness; (ix) filing any suit or take action initiated or maintained to prevent the loss of a claim as a result of the running of any applicable statute of limitations or other similar restriction on claims; (x) exercising rights and remedies for specific performance or equitable relief to compel any obligor to comply with any non-payment obligations under the Subordinated Creditor Indebtedness; (xi) seeking adequate protection during an insolvency or bankruptcy proceeding; or (xii) exercising any rights or remedies of an unsecured creditor other than the enforcement of any judgment obtained against the Debtor in respect of the Subordinated Creditor Indebtedness.

(e) Collateral in Possession . If any Secured Creditor has any Collateral in its possession or control, then such Secured Creditor will possess or control such Collateral as bailee or agent for perfection for the benefit of all other Secured Creditors, so as to satisfy the requirements of sections 8-106(d)(3), 8-301(a)(2), and 9-313(c) of the UCC. Any such Secured Creditor will have no obligation to the other Secured Creditors to ensure that any Collateral is genuine or owned by the Debtor. In this Section 2(e), “control” has the meaning given that term in sections 8-106 and 9-314 of the UCC. The duties or responsibilities of any such Secured Creditor under this Section 2(e) will be limited solely to possessing or controlling the applicable Collateral as bailee or agent for purposes of lien perfection in accordance with this Section 2(e) and, in the event that such Secured Creditor is a Senior Creditor, upon Satisfaction in Full of the Senior Creditor Indebtedness delivering such Collateral in its possession or control, together with any necessary endorsements, to the Subordinated Creditor.

3. Payment Subordination .

(a) Payment of Subordinated Creditor Indebtedness . Subordinated Creditor hereby subordinates its right to receive payments of the Subordinated Creditor Indebtedness to the Senior Creditors’ right to receive payment of the Senior Creditor Indebtedness. Until the Satisfaction in Full of the Senior Creditor Indebtedness, Subordinated Creditor shall not accept or receive payment in cash from

Debtor in whole or any part of any sums which may now or hereafter be owing to Subordinated Creditor on account of the Subordinated Creditor Indebtedness without the prior written consent of the Requisite Holders (as defined in the Note).

(b) Conversion of Subordinated Creditor Indebtedness into Debtor Equity . Notwithstanding anything herein to the contrary, nothing herein shall be construed to limit the ability of, or the requirement that, the Subordinated Creditor convert its Subordinated Creditor Indebtedness into equity of the Debtor on the terms set forth in the Subordinated Creditor Note.

4. Continuation of Liens in the Collateral in Favor of the Subordinated Creditor . The Senior Creditors agree that no remedy exercised or right asserted by or through any of the Senior Creditors under the Senior Creditor Agreements or otherwise in connection with the Collateral (whether or not such remedy exercised or right asserted would result in Satisfaction in Full of the Senior Creditor Indebtedness) shall extinguish, limit or subordinate the lien in the Collateral held by the Subordinated Creditor (or the Subordinated Creditor Indebtedness) except with respect to any such Collateral sold in a bona fide transaction to one or more Persons who are then Independent for cash or stock where all proceeds of such sale, if any, in excess of amounts necessary for the Satisfaction in Full of the Senior Creditor Indebtedness are first paid, in accordance with the terms of the UCC, to the Subordinated Creditor (up to indefeasible payment in full in cash of all Subordinated Creditor Indebtedness) (a “ Third Party Sale ”). If any remedy exercised or right asserted by or through any of the Senior Creditors would cause the Subordinated Creditor’s lien in the Collateral (or the Subordinated Creditor Indebtedness) to be extinguished, limited or subordinated (other than through a Third Party Sale or the indefeasible payment in full in cash of all Subordinated Creditor Indebtedness), then the Senior Creditors shall either not exercise (directly or indirectly) such remedy or shall cause the Subordinated Creditor’s lien (and Subordinated Creditor Indebtedness) to remain in full force and effect with the same Collateral, status, validity and priority that it has on the date hereof, and cause the Subordinated Creditor Indebtedness to remain outstanding, in the then unpaid principal amount plus accrued interest, fees and expenses, and with all other rights (including conversion rights) that it would otherwise have. For example, but without limitation, if any Senior Creditor were to acquire the Collateral by exercise of any remedies (including through a court process), and if such acquisition (such as a private sale or credit bid) would otherwise have caused the extinguishment, limitation or subordination of the Subordinated Creditor’s lien (or the Subordinated Creditor Indebtedness), then the Senior Creditor would be required to cause the Subordinated Creditor’s lien (and Subordinated Creditor Indebtedness) to remain attached and perfected in its same priority in the Collateral (and the Subordinated Creditor Indebtedness to remain owing).

5. Cooperation . After any default or event of default under the Senior Creditor Agreements or the Subordinated Creditor Agreements, the parties hereto shall reasonably cooperate with each other prior to, during and in connection with the assertion and enforcement of any remedies that each such party may have.

6. Notice of Default and Certain Events . Senior Creditors shall promptly notify Subordinated Creditor, and Subordinated Creditor shall promptly notify the Senior Creditors, in each case in writing, of the occurrence of any of the following, as applicable:

(a) in the case of Senior Creditors, (i) any default or event of default under the Senior Creditor Agreements, (ii) the conversion of any Senior Creditor Indebtedness into equity of the Debtor and (iii) the demand for payment of, acceleration of or termination of any of the Senior Creditor Indebtedness; and

(b) in the case of the Subordinated Creditor, (i) any default or event of default under the Subordinated Creditor Agreements, (ii) the conversion of any Subordinated Creditor Indebtedness into equity of the Debtor and (iii) the demand for payment of, acceleration of or termination of any of the Subordinated Creditor Indebtedness.

7. Representations and Warranties of the Senior Creditors . Each Senior Creditor represents and warrants to the Subordinated Creditor that: (a) it is the holder of the liens and security interests which secure or will secure the Senior Creditor Indebtedness; (b) it has full right, power, and authority to enter into this Agreement and, to the extent it is an agent or trustee for other parties, that this Agreement shall fully bind all such other parties; (c) this Agreement has been duly and validly authorized, executed and delivered by it and constitutes the legal, valid and binding obligations of such Senior Creditor enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and (d) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby will not (i) result in a violation of it’s organizational documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which it is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to it, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on it’s ability to perform its obligations hereunder.

8. Representations and Warranties of the Subordinated Creditor . The Subordinated Creditor represents and warrants to the Senior Creditors that: (a) it is the holder of the liens and security interests which secure or will secure the Subordinated Creditor Indebtedness; (b) it has full right, power, and authority to enter into this Agreement and, to the extent it is an agent or trustee for other parties, that this Agreement shall fully bind all such other parties; (c) this Agreement has been duly and validly authorized, executed and delivered by it and constitutes the legal, valid and binding obligations of the Subordinated Creditor enforceable against it in accordance with the terms hereof, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; and (d) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby will not (i) result in a violation of it’s organizational documents, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which it is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to it, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on it’s ability to perform its obligations hereunder.

9. Modification of Senior Creditor Indebtedness . No Senior Creditor Agreement may be amended or modified in a way that would be adverse to the interests of the Subordinated Creditor (including, without limitation, by increasing the aggregate principal amount of Senior Creditor Indebtedness or the interest rate thereon) without the prior written consent of the Subordinated Creditor.

10. Modification of Subordinated Creditor Indebtedness . No Subordinated Creditor Agreement may be amended or modified in a way that would be adverse to the interests of the Senior Creditors, taken as a whole (including, without limitation, by increasing the aggregate principal amount of Subordinated Creditor Indebtedness or the interest rate thereon), without the prior written consent of the Required Holders (as defined in the Securities Purchase Agreement).

11. Parties Intended to be Benefitted . All of the understandings, covenants, and agreements contained herein are solely for the benefit of the Senior Creditors and the Subordinated Creditor, and there are no other parties, including Debtor or any of the creditors, successors, or assigns of Debtor, which are intended to be benefitted, in any way, by this Agreement.

12. No Limitation Intended . Nothing contained in this Agreement is intended to or shall affect or limit, in any way, the rights that the Secured Creditors have with respect to any third parties. The Secured Creditors hereby specifically reserve all of their respective rights against Debtor and all other third parties.

13. Legend . Until the Satisfaction in Full of the Senior Creditor Indebtedness, the Subordinated Creditor shall insert the following legend at the top of the first page of each Subordinated Creditor Agreement:

“THIS AGREEMENT OR INSTRUMENT IS SUBJECT TO, AND SUBORDINATED TO CERTAIN OTHER INDEBTEDNESS TO THE EXTENT SET FORTH IN, A SUBORDINATION AGREEMENT DATED AS OF JUNE ___, 2013 BY AND AMONG SUPERCONDUCTOR TECHNOLOGIES INC. AS SUBORDINATED CREDITOR AND THE SENIOR CREDITORS PARTY THERETO.”

14. Notice . Whenever it is provided herein that any notice, demand, request, consent, approval, declaration, or other communication shall or may be given to or served upon any of the parties hereto, or whenever any of the parties desires to give or serve upon the other communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration, or other communication shall be in writing and shall be delivered either in person, with receipt acknowledged, or by regular, registered, or certified United States mail, postage prepaid, addressed as follows:

(a) If to a Senior Creditor, at its address, facsimile number or e-mail address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement (as the same may be amended from time to time) with copies to such Senior Creditor’s representatives as set forth on such Schedule of Buyers:

solely for information, not with respect to any legal representation or obligation, a copy to:

Golenbock Eiseman Assor Bell & Peskoe LLP

437 Madison Avenue, 40 th Floor

New York, New York 10022

Facsimile: (212) 754-0330

E-mail: ahudders@golenbock.com ; cvandemark@golenbock.com

Attention: Andrew D. Hudders, Esq.
Carl Vandemark, Esq.

(b) If to Subordinated Creditor, at:

Superconductor Technologies Inc.

9101 Wall Street, Suite 1300

Austin, TX 78754

Facsimile No.: (805) 967-0342

E-mail: jquiram@suptech.com

Attention: Jeff Quiram, Chief Executive Officer

with a copy to:

Manatt, Phelps & Phillips, LLP

11355 W. Olympic Boulevard

Los Angeles, California 90064

Facsimile: (310) 312-4224

E-mail: borlanski@manatt.com

Attention: Ben Orlanski

or at such other address as may be substituted by notice given as herein provided. Giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, with receipt acknowledged, or three days after the same shall have been deposited in the United States mail.

15. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

16. Complete Agreement . This Agreement constitutes the complete agreement and understanding of each of the Secured Creditors and supersedes all prior or contemporaneous oral and written negotiations, agreements and understandings, express or implied, with respect to the subject matter hereof. In the event of any conflict between this Agreement and any of the Senior Creditor Agreements, this Agreement shall control. In the event of any conflict between this Agreement and any of the Subordinated Creditor Agreements, this Agreement shall control.

17. Successors and Assigns . This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Senior Creditor and Subordinated Creditor. Each of the Senior Creditors and the Subordinated Creditor agree that any assignment or transfer of any of the Senior Creditor Indebtedness or any of the Subordinated Creditor Indebtedness, or any assignment of this Agreement, may not be made unless such assignment or transfer is expressly made subject to the terms of this Agreement and all parties hereto are promptly notified of such assignment or transfer in writing. No assignment or transfer shall affect the obligations of the assigning or transferring party hereunder.18.

18. Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Secured Creditor from bringing suit or taking other legal action against the Debtor in any other jurisdiction to collect on the Debtor’s obligations to such Secured Party or to enforce a judgment or other court ruling in favor of such Secured Party. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

19. Waivers, Amendments . Any waiver or amendment hereunder must be evidenced by a signed writing of the Requisite Holders, where the Senior Creditors are to be bound thereby, or the Subordinator Creditor, where it is to be bound thereby, and shall only be effective in the specific instance.

20. Construction . Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, the singular includes the plural, the part includes the whole, “including” is not limiting, and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, exhibit, and schedule references are to this Agreement unless otherwise specified. The headings in this Agreement are for convenience of reference only, and shall not alter or otherwise affect the meaning hereof.

21. Counterparts . This Agreement may be executed in any number of counterparts, and by the Senior Creditors and Subordinated Creditor in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same Agreement.

[Remainder of page blank; signatures appear on the following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first herein above set forth.

	SENIOR CREDITORS:



	By:
	Name:
	Title:

Subordination Agreement

	SUBORDINATED CREDITOR:

	Superconductor Technologies Inc.


	By:
	Title:

Subordination Agreement

ACKNOWLEDGMENT

June 17, 2013

The undersigned, Resonant Inc., a Delaware corporation (the “ Debtor ”), hereby acknowledges receipt of a copy of the Subordination Agreement between the Senior Creditors and the Subordinated Creditor (in each case as defined therein) and consents thereto, and agrees to recognize all rights granted thereby to the parties thereto, and will not do any act or perform any obligation which is not in accordance with the agreements set forth in such Subordination Agreement. Debtor further acknowledges that Debtor is not an intended beneficiary under the Subordination Agreement.

	RESONANT INC.


	By:
	Name:
	Title:

Acknowledgment

Exhibit 10.09

SUBORDINATED SENIOR SECURED CONVERTIBLE NOTE

RESONANT INC.

SUBORDINATED SENIOR SECURED CONVERTIBLE NOTE

Issuance Date: June 17, 2013

Principal Amount: U.S. $2,400,000

1. PREPAYMENT . The Company may, at any time prior to the Maturity Date, prepay this Subordinated Senior Secured Convertible Note (including all Subordinated Senior

2. INTEREST RATE . No interest shall accrue on or be payable under this Note.

3. CONVERSION . This Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 3.

(a) Mandatory Conversion — Qualifying IPO . Upon consummation of the Qualifying IPO, the Conversion Amount of this Note shall automatically convert, through no further action on the part of the Company or the Holder, into 700,000 shares of Common Stock (subject to adjustment as provided in Section 5).

(b) Mandatory Conversion — Conversion of All Senior Notes . If all of the Senior Notes shall have converted into Common Stock in accordance with the terms of the Senior Notes, then the Conversion Amount of this Note shall automatically convert, through no further action on the part of the Company or the Holder, into 700,000 shares of Common Stock (subject to adjustment as provided in Section 5).

(d) Mechanics of Conversion .

4. RIGHTS UPON EVENT OF DEFAULT .

(a) Event of Default . Each of the following events shall constitute an “ Event of Default ”:

(ii) the Company’s failure to pay to the Holder any Principal when and as due under this Note or any other amounts within five (5) days of when due under this Note;

in favor of each of the Secured Parties (as defined in the Security Agreement) and such breach remains uncured for a period of five (5) days;

(x) any Event of Default (as defined in the Senior Notes) occurs with respect to the Senior Notes.

5. ADJUSTMENT OF CONVERSION RATE .

8. RESERVATION OF AUTHORIZED SHARES .

9. COVENANTS . Until this Note has been converted or otherwise satisfied in accordance with its terms:

10. SECURITY . This Note is secured to the extent and in the manner set forth in the Subordination Agreement, the Security Agreement and the other Security Documents.

12. INTENTIONALLY OMITTED .

15. REISSUANCE OF THIS NOTE .

Transaction Documents shall have the meanings ascribed to such terms in such other Transaction Documents.

20. INTENTIONALLY OMITTED .

21. NOTICES; PAYMENTS .

25. CERTAIN DEFINITIONS . For purposes of this Note, the following terms shall have the following meanings:

(c) “ Conversion Amount ” means, as of the date of calculation, the sum of the outstanding and unpaid Principal plus any other unpaid amounts due under this Note.

(h) “ SEC ” means the United States Securities and Exchange Commission or the successor thereto.

(o) “ Transaction Document ” means this Note, the Subordination Agreement, the Security Agreement and the other Security Documents.

[ signature page follows ]

IN WITNESS WHEREOF, the Company has caused this Subordinated Senior Secured Convertible Note to be duly executed as of the Issuance Date set out above.

	RESONANT INC.


	By:	/s/ Terry Lingren
		Name: Terry Lingren
		Title: Chief Executive Officer

EXHIBIT I

RESONANT INC.
CONVERSION NOTICE

Date of Conversion:

Aggregate Conversion Amount to be converted:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note is being converted in the following name and to the following address:

Issue to:


Facsimile Number:

Holder:

By:

Title:

Dated:

EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby covenants to issue the above indicated number of shares of Common Stock.

	RESONANT INC.


	By:
		Name:
		Title:

Exhibit 10.10