Exhibit 10.2


 


General
RELEASE agreement


 


This General
Release Agreement (this “Agreement”), dated as of May 22, 2015, is entered into by and among
Akoustis Technologies, Inc., formerly known as Danlax, Corp., a Nevada corporation (“Seller”), Danlax
Enterprise Corp, a Nevada corporation and a wholly owned subsidiary of Seller (“Split-Off Subsidiary”),
and Ivan Krikun (“Buyer”). In consideration of the mutual benefits to be derived from this Agreement,
the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:


 


1.          Split-Off
Agreement. This Agreement is executed and delivered by Split-Off Subsidiary pursuant to the requirements of Section 8.3
of that certain Split-Off Agreement (the “Split-Off Agreement”) by and among Seller, Split-Off Subsidiary
and Buyer, as a condition to the closing of the purchase and sale transaction contemplated thereby (the “Transaction”).


 


2.          Release
and Waiver by Split-Off Subsidiary. For and in consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Split-Off Subsidiary, on behalf of itself and
its assigns, representatives and agents, if any, hereby covenants not to sue and fully, finally and forever completely releases
Seller and Akoustis, Inc., a Delaware corporation (“PrivateCo”), along with their respective present,
future and former officers, directors, stockholders, members, employees, agents, attorneys and representatives (collectively, the
“Seller Released Parties”), of and from any and all claims, actions, obligations, liabilities, demands
and/or causes of action, of whatever kind or character, whether now known or unknown, which Split-Off Subsidiary has or might claim
to have against the Seller Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses,
attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by Split-Off Subsidiary arising
from, relating to, or in any way connected with, any fact, event, transaction, action or omission that occurred or failed to occur
at or prior to the closing of the Transaction.


 


3.          Release
and Waiver by Buyer. For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement,
the receipt and sufficiency of which are hereby acknowledged, Buyer on behalf of himself and his assigns, representatives and agents,
if any, hereby covenants not to sue and fully, finally and forever completely releases the Seller Released Parties of and from
any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether
now known or unknown, which Buyer has or might claim to have against the Seller Released Parties for any and all injuries, harm,
damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever
incurred or suffered by such Buyer arising from, relating to, or in any way connected with, any fact, event, transaction, action
or omission that occurred or failed to occur on or prior to the date of the Closing.


 




    	 



    	 



    

 


4.          Additional
Covenants and Agreements.


 


(a)          Each
of Split-Off Subsidiary and Buyer, on the one hand, and Seller, on the other hand, waives and releases the other from any claims
that this Agreement was procured by fraud or signed under duress or coercion so as to make this Agreement not binding.


 


(b)          Each
of the parties hereto acknowledges and agrees that the releases set forth herein do not include any claims the other party hereto
may have against such party for such party’s failure to comply with or breach of any provision in this Agreement or the Split-Off
Agreement.


 


(c)          Notwithstanding
anything contained herein to the contrary, this Agreement shall not release or waive, or in any manner affect or void, any party’s
rights and obligations under the following:


 


(i)          the
Split-Off Agreement; and


 


(ii)         the
Agreement and Plan of Merger and Reorganization among Seller, PrivateCo, and Akoustis Acquisition Corp, a wholly-owned subsidiary
of Seller (the “Merger Agreement”), and the Transaction Documents.


 


5.          Modification.
This Agreement cannot be modified orally and can only be modified through a written document signed by all parties and PrivateCo.


 


6.          Severability.
If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then
the other provisions contained herein shall remain in full force and effect as if the provision that was determined to be void,
illegal or unenforceable had not been contained herein.


 


7.          Expenses.
The parties hereto agree that each party shall pay its respective costs, including attorneys’ fees, if any, associated with
this Agreement.


 


8.          Further
Acts and Assurances. Split-Off Subsidiary and Buyer agrees that it will act in a manner supporting compliance, including
compliance by its Affiliates, with all of its obligations under this Agreement and, from time to time, shall, at the request of
Seller or PrivateCo, and without further consideration, cause the execution and delivery of such other instruments of release or
waiver and take such other action or execute such other documents as such party may reasonably request in order to confirm or effect
the releases, waivers and covenants contained herein, and, in the case of any claims, actions, obligations, liabilities, demands
and/or causes of action that cannot be effectively released or waived without the consent or approval of other Persons that is
unobtainable, to use its best reasonable efforts to ensure that the Seller Released Parties receive the benefits thereof to the
maximum extent permissible in accordance with applicable law or other applicable restrictions, and shall perform such other acts
which may be reasonably necessary to effectuate the purposes of this Agreement.


 


9.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to principles of conflicts or choice of laws thereof.


 




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10.        Third-Party
Beneficiary. Each of Seller, Buyers and Split-Off Subsidiary acknowledges and agrees that this Agreement is entered into
for the express benefit of PrivateCo, and that PrivateCo is relying hereon and on the consummation of the transactions contemplated
by this Agreement in entering into and performing its obligations under the Merger Agreement, and that PrivateCo shall be in all
respects entitled to the benefit hereof and to enforce this Agreement as a result of any breach hereof.


 


11.        Specific
Performance; Remedies. Each of Seller, Buyer and Split-Off Subsidiary acknowledges and agrees that PrivateCo would be damaged
irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached.
Accordingly, each of Seller, Buyer and Split-Off Subsidiary agrees that PrivateCo will be entitled to seek an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions
in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter,
subject to Section 9, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly
provided herein, the rights, obligations and remedies created by this Agreement are cumulative and are in addition to any other
rights, obligations or remedies otherwise available at law or in equity, and nothing herein will be considered an election of remedies.


 


12.         Entire
Agreement. This Agreement constitutes the entire understanding and agreement of Seller, Split-Off Subsidiary and Buyer
and supersedes prior understandings and agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer with respect
to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not, however, operate
to supersede or extinguish any confidentiality, non-solicitation, non-disclosure or non-competition obligations owed by Split-Off
Subsidiary to Seller under any prior agreement.


 


13.        Definitions.
Capitalized terms used herein without definition have the meanings ascribed to them in the Merger Agreement.


 


[Signature page
follows this page.]


 




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IN WITNESS WHEREOF,
the undersigned have executed this General Release Agreement as of the day and year first above written.


 


	 	SELLER
	 	 
	 	AKOUSTIS TECHNOLOGIES, INC.
	 	formerly known as Danlax, Corp.
	 	 
	 	By:	/s/ Ivan Krikun
	 	Name:  Ivan Krikun
	 	Title:  President
	 	 
	 	SPLIT-OFF SUBSIDIARY
	 	 
	 	By:	/s/ Ivan Krikun
	 	Name:  Ivan Krikun
	 	Title:  President
	 	 
	 	BUYER
	 	 
	 	/s/ Ivan Krikun
	 	Ivan Krikun