Exhibit 10.3


 


INDEMNIFICATION SHARES ESCROW AGREEMENT


 


This Indemnification
Shares Escrow Agreement (the “Agreement”) is entered into as of May 22, 2015, by and among Akoustis Technologies,
Inc. (formerly known as Danlax, Corp.), a Nevada corporation (the “Parent”), Jeffrey B. Shealy, a North Carolina
resident (the “Indemnification Representative”), and CKR Law LLP, as escrow agent (the “Escrow Agent”).
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS, the
Parent has entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) among Akoustis,
Inc., a Delaware corporation (the “Company”), Parent and Akoustis Acquisition Corp., a Delaware corporation
and a wholly-owned acquisition subsidiary of the Parent (“Acquisition Subsidiary”), pursuant to which (i) Acquisition
Subsidiary will merge with and into the Company, with the Company surviving the merger, (ii) the Company will become a wholly-owned
subsidiary of the Parent, and (iii) the Company Stockholders will receive shares of the Parent Common Stock in exchange for their
shares of the Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other
than Dissenting Shares, if any), as equal to the applicable Conversion Ratio (“Merger Shares”); and


 


WHEREAS, in lieu of
any fractional Merger Shares that would have otherwise been issuable, each former Company Stockholder that would have been entitled
to receive a fractional share shall, on proper surrender of such person’s Company Stock Certificates, receive such whole
number of Merger Shares as is equal to the precise number of Merger Shares to which such Company Stockholder would be entitled,
rounded up to the nearest whole number (with a fractional interest equal to 0.5 rounded upward to the nearest whole number); provided
that each Company Stockholder shall receive at least one Merger Share; and


 


WHEREAS, the
Merger Agreement provides that ninety-five percent (95%) of the Merger Shares to be issued to such Company Stockholders shall be
delivered to such Company Stockholders and five percent (5%) of the Merger Shares (the “Indemnification Escrow Shares”)
shall be delivered to the Escrow Agent to secure the indemnification obligations under the Merger Agreement of the Company Stockholders
as of the Closing Date (collectively, the “Indemnifying Stockholders”), to the Parent; and


 


WHEREAS, the
Merger Agreement provides for the execution of this Agreement and the establishment of an escrow account and the parties hereto
desire to establish the terms and conditions pursuant to which such escrow account will be established and maintained.


 


NOW, THEREFORE,
the parties hereto hereby agree as follows:


 




    	 



    	 



    

 


1.          Escrow
and Indemnification.


 


(a)   Escrow of Shares.
Simultaneously with the execution of this Agreement, the Parent shall cause to be issued and shall deposit with the Escrow Agent
certificates representing an aggregate number of shares of the Parent Common Stock computed based upon the applicable Conversion
Ratio, as determined pursuant to Section 1.5(b) of the Merger Agreement, issued in the name of the Escrow Agent. The Escrow Agent
agrees to hold the Indemnification Escrow Shares in escrow, subject to the terms and conditions of this Agreement.


 


(b)    Indemnification.
Section 6.1 of the Merger Agreement provides that the Company Stockholders shall indemnify and hold harmless the Parent from and
against certain Damages (as defined in Section 6.1 of the Merger Agreement) on the terms and conditions contained in Article VI
of the Merger Agreement. The Indemnification Escrow Shares shall be (i) security for such indemnity obligation of the Indemnifying
Stockholders, subject to the limitations, and in the manner provided, in this Agreement and the Merger Agreement and (ii) except
with respect to any fraud or willful misconduct by the Company in connection with the Merger Agreement, shall be the exclusive
means for the Parent to collect any Damages with respect to which the Parent is entitled to indemnification under Article VI of
the Merger Agreement.


 


(c)    Dividends, Etc.
Any securities distributed in respect of or in exchange for any of the Indemnification Escrow Shares, whether by way of stock dividends,
stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee and shall be delivered to the Escrow
Agent, who shall hold such securities in escrow. Such securities shall be considered Indemnification Escrow Shares for purposes
hereof. Any cash dividends or property (other than securities) distributed in respect of the Indemnification Escrow Shares shall
promptly be distributed by the Escrow Agent to the Indemnifying Stockholders in accordance with Section 2(c) hereof.


 


(d)    Voting of Shares.
The Indemnification Representative shall have the right, in his sole discretion, on behalf of the Indemnifying Stockholders, to
direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Indemnification Escrow Shares, and
the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall vote
all of the Indemnification Escrow Shares of each Indemnifying Stockholder in the exact proportions as such Indemnifying Stockholder
votes its other shares of Parent Common Stock, or shall not vote any of such Indemnifying Stockholder’s Indemnification Escrow
Shares if such Indemnifying Stockholder does not vote any of its other shares of Parent Common Stock. The Indemnification Representative
shall have no obligation to solicit consents or proxies from the Indemnifying Stockholders for purposes of any such vote.


 




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(e)    Transferability.
The respective interests of the Indemnifying Stockholders in the Indemnification Escrow Shares shall not be assignable or transferable,
other than by operation of law. Notice of any such assignment or transfer by operation of law shall be given to the Escrow Agent
and the Parent, and no such assignment or transfer shall be valid until such notice is given.


 


2.          Distribution
of Indemnification Escrow Shares.


 


(a)    The Escrow Agent
shall distribute the Indemnification Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent
that is executed by both the Parent and the Indemnification Representative and that instructs the Escrow Agent as to the distribution
of some or all of the Indemnification Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered
to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution
of some or all of the Indemnification Escrow Shares, or (iii) the provisions of Section 2(b) hereof.


 


(b)    Within five (5)
business days after May 22, 2017 (the “Termination Date”), the Escrow Agent shall distribute or cause the Parent’s
transfer agent to distribute to the Indemnifying Stockholders all of the Indemnification Escrow Shares then held in escrow, registered
in the names of the Indemnifying Stockholders. Notwithstanding the foregoing, if the Parent has previously delivered to the Escrow
Agent a copy of a Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice executed by Parent
and the Indemnification Representative of the resolution of the claim covered thereby, or if Parent has previously delivered to
the Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice
executed by Parent and Indemnification Representative of the resolution of the anticipated claim covered thereby, the Escrow Agent
shall retain in escrow after the Termination Date such number of Indemnification Escrow Shares as have a Value (as defined in Section
3 below) equal to the Claimed Amount (as hereinafter defined) covered by such Claim Notice or equal to the estimated amount of
Damages set forth in such Expected Claim Notice, as the case may be. Any Indemnification Escrow Shares so retained in escrow shall
be distributed only in accordance with the terms of clauses (i) or (ii) of Section 2(a) hereof. For purposes of this Agreement,
a “Claim Notice” means a written notification under the Merger Agreement given by the Parent to the Indemnifying
Stockholders with a copy to the Indemnification Representative which contains (i) a description and the amount (the “Claimed
Amount”) of any Damages incurred or reasonably expected to be incurred by the Parent, (ii) a statement that the Parent
is entitled to indemnification under Article VI of the Merger Agreement for such Damages and a reasonable explanation of the basis
therefor, and (iii) a demand for payment (in the manner provided in Section 6.3 of the Merger Agreement) in the amount of such
Damages. For purposes of this Agreement, an “Expected Claim Notice” means a notice delivered pursuant to the
Merger Agreement by the Parent to an Indemnifying Stockholder (with a copy to the Indemnification Representative), before expiration
of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third
party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty.


 




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(c)    Any distribution
of all or a portion of the Indemnification Escrow Shares to the Indemnifying Stockholders shall be made by delivery of stock certificates
issued in the name of the Indemnifying Stockholders in proportion to each such Indemnifying Stockholder’s original contribution
of Indemnification Escrow Shares pursuant to the terms of the Merger Agreement. Distributions to the Indemnifying Stockholders
shall be made by mailing stock certificates to such holders at their respective addresses shown on the stock records of the Company
as of the Closing Date (or such other address as may be provided in writing to the Escrow Agent by any such Indemnifying Stockholder).
No fractional Indemnification Escrow Shares shall be distributed to Indemnifying Stockholders pursuant to this Agreement. Instead,
the number of shares that each Indemnifying Stockholder shall receive shall be rounded up or down to the nearest whole number (provided
that the Indemnification Representative shall have the authority to effect such rounding in such a manner that the total number
of whole Indemnification Escrow Shares to be distributed equals the number of Indemnification Escrow Shares then held in escrow).
In the event of the issuance of securities or distribution of cash dividends or property to Escrow Agent with respect to Indemnification
Escrow Shares, such securities, cash and/or property shall be distributed to the Indemnifying Stockholders contemporaneous and
proportional with the stock certificates evidencing the Indemnification Escrow Shares being distributed by Escrow Agent pursuant
to this Agreement.


 


3.          Valuation
of Indemnification Escrow Shares. For purposes of this Agreement, the “Value” of any Indemnification Escrow Shares
shall be $1.50 per share, multiplied by the number of such Indemnification Escrow Shares.


 


4.          Fees
and Expenses of Escrow Agent. The Parent shall pay a fee of $2,500 to the Escrow Agent at Closing for its services and reimburse
the Escrow Agent for all out-of-pocket expenses reasonably incurred by the Escrow Agent for the services to be rendered by the
Escrow Agent hereunder, including without limitation, all bank charges, courier charges and transfer agent fees.


 


5.          Limitation
of Escrow Agent’s Liability.


 


(a)    The Escrow Agent
shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction,
consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except
its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this
Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent
shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The
Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made
or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive,
special or consequential damages.


 




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(b)    The Parent and
the Indemnifying Stockholders agree to indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense
incurred without gross negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with its carrying
out of its duties hereunder. The Parent, on the one hand, and the Indemnifying Stockholders, on the other hand, shall each be liable
for one-half of such amounts, provided that the Indemnification Escrow Shares shall constitute the sole and exclusive source for
satisfaction of the Indemnifying Stockholders’ obligations hereunder and the Indemnifying Stockholders shall in no event
be responsible for amounts in excess of the value of the Escrow Shares at the time the indemnification is paid.


 


6.          Liability
and Authority of Indemnification Representative; Successors and Assignees.


 


(a)   The Indemnification
Representative shall not incur any liability to the Indemnifying Stockholders with respect to any action taken or suffered by him
in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly
authorized, nor for other action or inaction except his own willful misconduct or gross negligence. The Indemnification Representative
may, in all questions arising under this Agreement, rely on the advice of counsel and the Indemnification Representative shall
not be liable to the Indemnifying Stockholders for anything done, omitted or suffered in good faith by the Indemnification Representative
based on such advice.


 


(b)   In the event of
the death or permanent disability of the Indemnification Representative, or his or her resignation or termination as an Indemnification
Representative, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying Stockholders,
with each such Indemnifying Stockholder (or his, her or its successors or assigns) to be given a vote equal to the number of votes
represented by the shares of stock of the Company held by such Indemnifying Stockholder immediately prior to the effective time
of the Merger Agreement. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges
conferred by this Agreement upon the original Indemnification Representative, and the term “Indemnification Representative”
as used herein shall be deemed to include each successor Indemnification Representative.


 


(c)   The Indemnification
Representative shall have full power and authority to represent the Indemnifying Stockholders, and their successors, with respect
to all matters arising under this Agreement and Article VI of the Merger Agreement and all actions taken by the Indemnification
Representative hereunder or under Article VI of the Merger Agreement shall be binding upon the Indemnifying Stockholders, and their
successors, as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing,
the Indemnification Representative shall have full power and authority to interpret all of the terms and provisions of this Agreement,
to compromise any claims asserted hereunder and to authorize any release of the Indemnification Escrow Shares to be made with respect
thereto, on behalf of the Indemnifying Stockholders and their successors.


 




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(d)    After Closing Date,
the majority vote of the Indemnifying Stockholders may terminate the Indemnification Representative and appoint a successor Indemnification
Representative in accordance with the terms of Section 6(b) above.


 


(e)    The Escrow Agent
may rely on the Indemnification Representative as the exclusive agent of the Indemnifying Stockholders under this Agreement and
shall incur no liability to any party with respect to any action taken or suffered by it in good faith reliance thereon.


 


7.          Amounts
Payable by Indemnifying Stockholders. The amounts payable by the Indemnifying Stockholders under this Agreement (i.e., the
indemnification obligations pursuant to Section 5(b)) shall be payable solely as follows. The Escrow Agent shall notify the Indemnification
Representative of any such amount payable by the Indemnifying Stockholders as soon as it becomes aware that any such amount is
payable, with a copy of such notice to the Parent. On the sixth (6th) business day after the delivery of such notice,
the Escrow Agent shall sell such number of Indemnification Escrow Shares (up to the number of Indemnification Escrow Shares then
available in the Indemnification Shares Escrow Account), subject to compliance with all applicable securities laws, as is necessary
to raise such amount, and shall be entitled to apply the proceeds of such sale in satisfaction of such indemnification obligations
of the Indemnifying Stockholders; provided that if the Indemnification Representative delivers to the Escrow Agent (with a copy
to the Parent), within five (5) business days after delivery of such notice by the Indemnification Representative, a written notice
contesting the legitimacy or reasonableness of such amount, then the Escrow Agent shall not sell Indemnification Escrow Shares
to raise the disputed portion of such claimed amount except in accordance with the terms of clauses (i) or (ii) of Section 2(a).


 


8.          Termination.
This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Indemnification Escrow Shares in accordance
with this Agreement; provided that the provisions of Sections 5 and 6 shall survive such termination.


 


9.          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 Trading Day or later than 5:00 P.M., New York City time, on any Business 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:


 


Akoustis Technologies, Inc.


f/k/a Danlax, Corp.


Transportnaya Street, 58-7


Nizhneudinsk, Russia 665106


Attn: Ivan Krikun


Telephone: 702 605-4427


 


with a copy to (which
shall not constitute notice hereunder):


 


CKR Law LLP


1330 Avenue of the Americas


New York, NY 10019


Attn: Barrett S. DiPaolo, Esq.


Email: bdipaolo@ckrlaw.com


Facsimile: 212.400.6901


 


If to the Indemnification Representative:


 


Jeffrey B. Shealy


c/o Akoustis, Inc.


9805 Northcross Center Court, Suite H


Huntersville, NC 28078


Email: jshealy@akoustis.com


Facsimile: 704.997.5734


 


with a copy to (which
shall not constitute notice hereunder):


 


CKR Law LLP


1330 Avenue of the Americas


New York, NY 10019


Attn: Barrett S. DiPaolo, Esq.


Email: bdipaolo@ckrlaw.com


Facsimile: 212.400.6901


 


If to the Escrow Agent:


 


CKR Law LLP


1330 Avenue of the Americas


New York, NY 10019


Attn: Mark E. Crone, Esq.


Email: mcrone@ckrlaw.com


Facsimile: 212.400.6901




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Any party may give any notice, instruction
or communication in connection with this Agreement using any other means (including personal delivery, telecopy or ordinary mail),
but no such notice, instruction or communication shall be deemed to have been delivered unless and until it is actually received
by the party to whom it was sent. Any party may change the address to which notices, instructions or communications are to be delivered
by giving the other parties to this Agreement notice thereof in the manner set forth in this Section 9.


 


10.       Successor
Escrow Agent. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow
Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this
Agreement, not less than 60 days prior to the date when such resignation shall take effect. The Parent may appoint a successor
Escrow Agent with the consent of the Indemnification Representative, which shall not be unreasonably withheld. If, within such
notice period, the Parent provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow
Agent and directions for the transfer of any Indemnification Escrow Shares then held by the Escrow Agent to such successor, the
Escrow Agent shall act in accordance with such instructions and promptly transfer such Indemnification Escrow Shares to such designated
successor. If no successor Escrow Agent is named as provided in this Section 10 prior to the date on which the resignation of the
Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor
Escrow Agent.


 


11.       General.


 


(a)    Governing Law;
Assigns. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without
regard to conflict-of-law principles and shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.


 


(b)    Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


(c)    Entire Agreement.
Except for those provisions of the Merger Agreement referenced herein, this Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings,
written or oral, between the parties with respect to the subject matter hereof.


 


(d)    Waivers.
No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in
writing. No waiver by any party of any such condition or breach, in any one instance, shall be deemed to be a further or continuing
waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained herein.


 




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(e)    Amendment.
This Agreement may be amended only with the written consent of the Parent, the Escrow Agent and the Indemnification Representative.


 


(f)    Consent to Jurisdiction
and Service. The parties hereby absolutely and irrevocably consent and submit to the jurisdiction of the courts in the State
of New York and of any federal court located in the State of New York in connection with any actions or proceedings brought against
any party hereto by the Escrow Agent arising out of or relating to this Agreement. In any such action or proceeding, the parties
hereby absolutely and irrevocably waive personal service of any summons, complaint, declaration or other process and hereby absolutely
and irrevocably agree that the service thereof may be made by certified or registered first-class mail directed to such party,
at their respective addresses in accordance with Section 10 hereof.


 


(g)    Binding Effect.
This Agreement shall be binding upon the respective parties hereto and their heirs, executors, successors and assigns.


 


(h)    Taxes. As
between the Parent and the Indemnifying Stockholders, the Indemnifying Stockholders shall be treated as the owner of the Indemnification
Escrow Shares for tax purposes.


 


[signature
page follows]


 




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IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the day and year first above written.


 


	 	AKOUSTIS TECHNOLOGIES, INC.
	 	 	 
	 	By:  	/s/ Ivan Krikun
	 	Name:  	Ivan Krikun
	 	Title:	 Chief Executive Officer
	 	 	 
	 	Jeffrey B. Shealy, Individually and as

 Indemnification Representative
	 	 	 
	 	/s/ Jeffrey B. Shealy
	 	Jeffrey B. Shealy
	 	 	 
	 	CKR LAW LLP
	 	 	 
	 	By: 	/s/ Mark E. Crone
	 	Name:  	Mark E. Crone
	 	Title:	Co-Managing Partner


 




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