Exhibit 10.4


 


LOCK-UP AGREEMENT


 


This LOCK-UP AGREEMENT
(this “Agreement”) is made as of May 22, 2015 by and between the undersigned person or entity (the “Restricted
Holder”) and Akoustis Technologies, Inc., a Nevada corporation formerly known as Danlax, Corp. (the “Parent”).
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as
defined herein).


 


WHEREAS, pursuant to
the transactions contemplated under that certain Agreement and Plan of Merger and Reorganization, dated as of May 22, 2015 (the
“Merger Agreement”), by and among the Parent, Akoustis Acquisition Corp., a Delaware corporation (the “Acquisition
Subsidiary”), and Akoustis, Inc., a Delaware corporation (the “Company”), the Acquisition Subsidiary
will merge with and into the Company, with the result of such merger being that the Company will be the surviving entity and become
a wholly-owned subsidiary of the Parent, with all the Company stockholders exchanging their shares of Company Stock for shares
of Parent Common Stock (as defined below) pursuant to the terms of the Merger Agreement (the “Merger”);


 


WHEREAS, simultaneously
with or prior to the closing of the Merger, Parent will complete a private placement offering (the “Private Placement
Offering”) of a minimum of 2,000,000 shares of common stock of the Parent, par value $0.001 per share (the “Parent
Common Stock”), at a purchase price of $1.50 per share (which includes the conversion of certain convertible notes
of the Company into Parent Common Stock);


 


WHEREAS, the Merger
Agreement provides that, among other things, all the shares of Parent Common Stock owned by the Restricted Holder and all securities
owned by the Restricted Holder that are convertible into or exercisable or exchangeable for Restricted Securities, in each case
whether owned on the date of closing of the Merger or thereafter acquired (collectively, the “Restricted Securities”)
shall be subject to certain restrictions on Disposition (as defined herein), and the Restricted Holder will be subject to certain
other restrictions relating to the Parent Common Stock, during the period of twenty-four (24) months immediately following the
closing date of the Merger (the “Restricted Period”), subject to certain conditions all as more fully set forth
herein.


 


NOW, THEREFORE, as
an inducement to and in consideration of the Parent’s agreement to enter into the Merger Agreement and proceed with the Merger,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:


 




    	 



    	 



    

 


1.            Lock
Up Period.


 


(a)          During
the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of,
make any short sale, lend or otherwise dispose of or transfer any Restricted Securities or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership
of any Restricted Securities (with the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”).
The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted
Securities of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other
than the Restricted Holder.


 


(b)          In
addition, during the Restricted Period, the Restricted Holder will not, directly or indirectly, effect or agree to effect any short
sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934 (the “Exchange Act”)),
whether or not against the box, establish any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange
Act) with respect to any shares of the Parent Common Stock, borrow or pre-borrow any shares of the Parent Common Stock, or grant
any other right (including, without limitation, any put or call option) with respect to shares of the Parent Common Stock or with
respect to any security that includes, is convertible into or exercisable for or derives any significant part of its value from
shares of the Parent Common Stock or otherwise seek to hedge the Restricted Holder’s position in the Parent Common Stock.


 


(c)          Notwithstanding
anything contained herein to the contrary, the Restricted Holder shall be permitted to engage in any Disposition (i) where the
other party to such Disposition is another Restricted Holder and the transferee agrees in writing that the Restricted Securities
shall continue to be subject to the restrictions on transfer set forth in this Agreement; (ii) where such Disposition is in connection
with estate planning purposes, including, without limitation to an inter-vivos trust, and the transferee takes title to such shares
subject to the restrictions on transfer set forth in this Agreement; (iii) where such Disposition is to an affiliate of such Restricted
Holder (including entities wholly owned by such Restricted Holder or one or more trusts where such Restricted Holder is the grantor
of such trust(s)) as long as such affiliate executes a copy of this Agreement; (iv) as a distribution to stockholders, partners
or members of the Restricted Holder, provided that such stockholders, partners or members agrees in writing that the Restricted
Securities shall continue to be subject to the restrictions on transfer set forth in this Agreement; or (v) approved in advance
in writing by all of the independent directors of the Parent.


 


(d)          For
the avoidance of doubt, nothing shall prevent the Restricted Holder from, or restrict the ability of the Restricted Holder to,
exercise any options, warrants or other convertible securities issued by the Parent to the Restricted Holder or any of its affiliates,
subject to the limitations on Disposition of the shares of Parent Common Stock so acquired set forth above.


 




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2.            Legends;
Stop Transfer Instructions.


 


(a)          In
addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each stock certificate
representing Restricted Securities shall be stamped or otherwise imprinted with the following legend:


 


“THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF MAY 22, 2015, BETWEEN THE HOLDER HEREOF, AKOUSTIS
TECHNOLOGIES, INC., AND MAY ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.”


 


(b)          The
Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent
and registrar against the transfer of the Restricted Securities or securities convertible into or exchangeable for Restricted Securities
held by the Restricted Holder except in compliance with this Agreement.


 


3.            Miscellaneous.


 


(a)          Periodic
Reports. The Parent shall be permitted to request from the Restricted Holder such person’s brokerage statement summary
with respect to the Restricted Securities covering any period during the Restricted Period.


 


(b)          Specific
Performance. The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of
any covenant, obligation or other provision contained in this Agreement, then the Parent shall be entitled (in addition to any
other remedy that may be available to the Parent) to: (i) a decree or order of specific performance or mandamus to enforce the
observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened
breach. The Restricted Holder further agrees that neither the Parent nor any other person or entity shall be required to obtain,
furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 3, and the Restricted Holder irrevocably waives any right that he, she, or it may have to require the obtaining, furnishing
or posting of any such bond or similar instrument.


 


(c)          Other
Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Parent under the Merger Agreement, or
any of the rights or remedies of the Parent or any of the obligations of the Restricted Holder under any other agreement between
the Restricted Holder and the Parent or any certificate or instrument executed by the Restricted Holder in favor of the Parent;
and nothing in the Merger Agreement or in any other agreement, certificate or instrument shall limit any of the rights or remedies
of the Parent or any of the obligations of the Restricted Holder under this Agreement.


 


(d)          Notices.
All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing
will be deemed given to a party (a) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized
overnight courier service (costs prepaid); (b) the date of transmission if sent by facsimile or e-mail with confirmation of transmission
by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., New York City time, on a business
day, or the next business day after the date of transmission, if such notice or communication is delivered on a day that is not
a business day or later than 5:00 P.M., New York City time, on any trading day; (c) the date received or rejected by the addressee,
if sent by certified mail, return receipt requested; or (d) seven days after the placement of the notice into the mails (first
class postage prepaid), to the party at the address, facsimile number, or e-mail address furnished by the such party,


 




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	If to the Parent:	 	With a copy (which copy shall not constitute notice hereunder) to:
	 	 	 
	Akoustis Technologies, Inc.	 	CKR Law LLP
	f/k/a Danlax, Corp.	 	1330 Avenue of the Americas
	Transportnaya Street, 58-7	 	New York, NY 10019
	Nizhneudinsk, Russia 665106	 	Attention Barrett S. DiPaolo, Esq. 
	Attn: Ivan Krikun	 	Facsimile: 212-400-6901
		 	Telephone Number: 212-400-6900
	 	 	E-mail Address: bdipaolo@ckrlaw.com
	 	 	 
	If to the Restricted Holder:	 	 
	 	 	 
	To the address set forth on the signature 

page hereto.	 	 


 


Any party may give
any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended.
Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered
by giving the other Parties notice in the manner herein set forth.


 


(e)          Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination
shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court
does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business
and other purposes of such invalid or unenforceable term.


 




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(f)          Applicable
Law; Jurisdiction. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW. In any action between or among any of the parties arising out of this Agreement, (i) each of the parties irrevocably
and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction
over New York County, New York; (ii) if any such action is commenced in a state court, then, subject to applicable law, no
party shall object to the removal of such action to any federal court having jurisdiction over New York County, New York; (iii) each
of the parties irrevocably waives the right to trial by jury; and (iv) each of the parties irrevocably consents to service
of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to
receive notice in accordance with this Agreement.


 


(g)          Waiver;
Termination. No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and
no delay on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be
deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered
on behalf of the Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which
it is given. If the Merger Agreement is terminated, this Agreement shall thereupon terminate.


 


(h)          Captions.
The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement
and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


(i)          Further
Assurances. The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to
enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the Restricted Holder,
enforceable in accordance with its terms. The Restricted Holder shall execute and/or cause to be delivered to the Parent such instruments
and other documents and shall take such other actions as the Parent may reasonably request to effectuate the intent and purposes
of this Agreement.


 


(j)          Entire
Agreement. This Agreement and the Merger Agreement collectively set forth the entire understanding of the Parent and the Restricted
Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between the Parent and
the Restricted Holder relating to the subject matter hereof.


 


(k)          Non-Exclusivity.
The rights and remedies of the Parent hereunder are not exclusive of or limited by any other rights or remedies which the Parent
may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).


 




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(l)          Amendments.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed
and delivered on behalf of the Parent and the Restricted Holder.


 


(m)          Assignment.
This Agreement and all obligations of the Restricted Holder hereunder are personal to the Restricted Holder and may not be transferred
or delegated by the Restricted Holder at any time. The Parent may freely assign any or all of its rights under this Agreement,
in whole or in part, to any successor entity without obtaining the consent or approval of the Restricted Holder.


 


(n)          Binding
Nature. Subject to Section 3(m) above, this Agreement will inure to the benefit of the Parent and its successors and assigns
and will be binding upon the Restricted Holder and the Restricted Holder’s representatives, executors, administrators, estate,
heirs, successors and permitted assigns.


 


(o)          Survival.
Each of the representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of
the Merger.


 


(p)          Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute
one and the same instrument.


 


[signature
page follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Agreement as of the date first set forth above.


 





	 	AKOUSTIS TECHNOLOGIES, INC.
	 	 
	 	By:	 
	 	Name:	Ivan Krikun
	 	Title:	Chief Executive Officer







 





	 	RESTRICTED HOLDER:
	 	 	 
	If an individual:	 	If an entity:
	 	 	Print Name of Entity:
	Sign: 	 	 	 	 
	Print Name: 	 	 	 
	 	 	By (sign):	 
	 	 	Print Name:
	 	 	Print Title:













 


Address: