Exhibit 10.1


FORM
OF 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration
Rights
Agreement
(this “Agreement”)
is made
and
entered
into effective
as of,
2016, among
Akoustis Technologies,
Inc.,
a Nevada
corporation (the
“Company”),
the persons
who have
executed
omnibus or counterpart
signature
page(s) hereto
(each,
a “Subscriber”
and collectively,
the “Subscribers”).


 


RECITALS:


 


WHEREAS,
the Company
has
offered
and sold
in compliance
with Rule 506
of Regulation
D promulgated under
the Securities
Act to accredited
investors
in a private
placement offering
(the “Offering”)
shares
(the “Shares”)
of the common
stock of the
Company,
par value


$0.001
per share,
pursuant to
that certain
Subscription Agreement
entered
into by
and between
the Company
and each
of the
subscribers
for the Shares
set forth
on the signature
pages
affixed
thereto (the
“Subscription
Agreement”);
and


 


WHEREAS,
the Company
has
agreed
to enter
into a
registration
rights
agreement
with each of the
Subscribers in
the Offering who purchased
the Shares


 


NOW,
THEREFORE,
in consideration
of the
mutual promises,
representations,
warranties,
covenants,
and conditions set
forth herein, the
parties mutually
agree
as follows:


 


1.                 
Certain
Definitions.
As used
in this Agreement,
the following terms
shall have
the following respective
meanings:


 


“Approved
Market”
means the OTC Markets
Group, the Nasdaq
Capital
Market, the
New York
Stock Exchange
or the NYSE
MKT.


 


“Blackout
Period” means,
with respect
to a registration,
a period
during which
the Company,
in the good
faith judgment
of its board
of directors,
determines
(because
of the existence
of, or in
anticipation
of, any
acquisition,
financing
activity,
or other transaction
involving the Company, or the unavailability
for reasons beyond
the Company’s
control of any
required
financial
statements,
disclosure of information
which is
in its best
interest
not  to publicly
disclose, or any
other event
or condition of similar
significance
to the Company)
that the registration and
distribution of the Registrable
Securities to be covered
by such registration
statement, if any,
or the filing of an amendment
to such registration
statement in the circumstances
described
in Section 4(f), would be seriously
detrimental
to the Company and
its stockholders, in each
case commencing
on the day the Company
notifies the Holders that they
are required,
because of
the determination
described
above,
to suspend
offers and
sales
of Registrable
Securities and
ending on the earlier
of (1) the date upon which
the material non-
public information resulting
in the Blackout Period
is disclosed to the public or ceases
to be material
and (2) such
time as the Company
notifies the selling Holders
that sales
pursuant to such
Registration
Statement or a
new or amended
Registration
Statement may
resume.


 


“Business
Day”
means
any
day
of the year,
other than a
Saturday,
Sunday,
or other day
on which banks in the State
of New York
are required
or authorized
to close.


 




    	 	1	 



     

    

 


“Commission”
means the U. S. Securities
and Exchange
Commission or any
other federal
agency
at the time administering
the Securities Act.


 


“Common
Stock” means
the common
stock, par
value $0.001
per share,
of the
Company and
any
and all
shares
of capital
stock or other
equity
securities
of: (i) the
Company which
are added
to or exchanged
or substituted
for the Common Stock
by reason
of the declaration
of any stock dividend
or stock split, the issuance of any
distribution or the reclassification,
readjustment,
recapitalization
or other such
modification
of the capital
structure of
the Company; and
(ii) any
other corporation, now or hereafter
organized
under the laws of any
state or other governmental
authority, with which
the Company is merged,
which results from
any consolidation
or reorganization
to which the Company is a party,
or to which is sold all or substantially
all of the shares
or assets of the Company, if immediately
after
such merger, consolidation,
reorganization
or sale, the Company
or the stockholders
of the Company own equity
securities
having in the aggregate
more than 50% of the total
voting power of such
other corporation.


 


“Effective
Date”
means the
date of the
final closing
of the Offering.


 


“Exchange
Act” means
the Securities
Exchange
Act of
1934, as
amended,
and the
rules and regulations
of the Commission promulgated
thereunder.


 


“Family
Member”
means
(a) with
respect
to any
individual,
such individual’s
spouse, any
descendants
(whether
natural
or adopted),
any
trust
all of
the beneficial
interests
of which
are owned
by any
of such
individuals or
by any
of such
individuals together with any
organization
described
in Section 501(c)(3)
of the Internal
Revenue Code of 1986, as
amended, the estate
of any
such individual, and
any
corporation,
association,
partnership or
limited liability company
all of the equity interests
of which are
owned by
those above described
individuals, trusts or organizations
and (b) with
respect to any
trust, the owners of
the beneficial
interests of such
trust.


 


“Holder”
means
each
Subscriber
or any
of such
Subscriber’s
respective
successors
and Permitted
Assignees
who acquire
rights
in accordance
with this Agreement
with respect
to any
Registrable
Securities directly
or indirectly
from a Subscriber
or from any
Permitted Assignee.


 


“Majority
Holders”
means,
at any
time, Holders
of a majority
of the Registrable
Securities then outstanding.


 


“Permitted
Assignee”
means (a)
with respect
to a partnership,
its partners
or former partners
in accordance
with their partnership
interests,
(b) with respect
to a corporation,
its stockholders in
accordance
with their interest
in the corporation,
(c) with respect
to a limited liability
company, its members
or former members
in accordance
with their interest in the
limited liability company,
(d) with respect
to an individual party,
any Family
Member of such party,
(e) an entity
that is controlled by,
controls, or is under common
control with a transferor,
or (f) a party
to this Agreement.


 


“Piggyback
Registration”
means, in
any
registration
of Common Stock
referenced
in Section 3(b), the right
of each
Holder to include
the Registrable
Securities of
such Holder
in such registration.


 




    	 	2	 



     

    

 


The
terms “register,”
“registered,”
and “registration”
refer
to a registration
effected
by preparing
and filing
a registration
statement in
compliance
with the Securities
Act, and
the declaration or
ordering of the
effectiveness
of such registration
statement.


 


“Registrable
Securities”
means the
Shares,
butexcluding
any
otherwise
Registrable
Securities that
(i) have
been
sold or otherwise
transferred
other than to
a Permitted
Assignee,
(ii) may be sold under the Securities
Act without volume limitations either
pursuant to Rule 144 of the Securities
Act or otherwise
during any
ninety
(90) day period,
or (iii) are at the time subject
to an effective
registration
statement under
the Securities
Act.


 


“Registration
Default
Period”
means the
period during
which any
Registration
Event occurs and
is continuing.


 


“Registration
Effectiveness
Date”
means the
date
that is one
hundred and
eighty
(180) calendar days
after the
Registration
Statement is first filed
with the Commission.


 


“Registration
Event”
means the
occurrence
of any
of the following events:


 


(a)               
the Company
fails
to file with
the Commission
the Registration
Statement on or before
the Registration
Filing Date;


 


(b)              
the Registration
Statement
is not declared
effective
by the
Commission on or before
the Registration
Effectiveness
Date;


 


(c)               
after
the SEC Effective
Date, the
Registration
Statement
ceases
for any
reason
to remain
continuously
effective
or the Holders
are otherwise not
permitted
to utilize the prospectus
therein
to resell
the Registrable
Securities
(including a Blackout
Period) for a period
of more than fifteen (15)
consecutive Trading
Days, except
as excused
pursuant to
Section 3(a); or


 


(d)              
the Registrable
Securities,
if issued, are
not listed or included
for quotation on an
Approved
Market,
or trading
of the
Common Stock
is suspended
or halted
on the Approved
Market,
which
at the
time constitutes
the principal
markets
for the
Common Stock, for more
than three (3)
full, consecutive
Trading
Days;
provided,
however,
a Registration
Event shall not be deemed
to occur if all
or substantially all
trading in equity
securities
(including the Common Stock) is suspended
or halted on the Approved
Market
for any
length of time.


 


“Registration
Filing
Date”
means
the date
that is ninety
(90) calendar
days
after
the Effective
Date.


 


“Registration
Statement”
means the
registration
statement that
the Company
is required
to file pursuant to Section
(a)a.i.1(a)
of this Agreement
to register
the Registrable
Securities.


 


“Rule
144” means
Rule 144 promulgated
by the
Commission under
the Securities
Act, as
such rule
may be
amended
or supplemented
from time to
time, or any
similar successor
rule that may be
promulgated by
the Commission.


 




    	 	3	 



     

    

 


“Rule
145” means
Rule 145 promulgated
by the Commission
under the
Securities
Act, as
such rule
may be
amended
or supplemented
from time
to time, or
any
similar
successor
rule that may
be promulgated
by the
Commission.


 


“Rule
415” means
Rule 415
promulgated
by the Commission
under the
Securities
Act, as
such rule
may be
amended
or supplemented
from time
to time, or
any
similar
successor
rule that may
be promulgated
by the
Commission.


 


“Securities
Act”
means the
Securities Act
of 1933,
as amended,
or any
similar federal
statute promulgated
in replacement
thereof,
and the
rules and
regulations
of the Commission
thereunder,
all as the same
shall be in effect
at the time.


 


“SEC
Effective
Date”
means
the date
the Registration
Statement is
declared
effective
by the Commission.


 


“Shares”
means the
shares
of Common Stock
issued
to the Subscribers
pursuant
to the Subscription
Agreement
[(including
any
Shares
of Common
Stock issued pursuant
to Section
18 of the Subscription Agreement)]
and any
shares of Common Stock issued
or issuable with respect
to such shares
upon any
stock split, dividend or other distribution,
recapitalization
or similar event
with respect to the foregoing.


 


“Trading
Day”
means any
day
on which
such national
securities exchange,
the OTC Markets
Group or such
other securities
market
or quotation system, which at
the time constitutes the principal
securities market
for the
Common Stock, is open
for general
trading of
securities.


 


Capitalized
terms used
herein
without definition
have the
meanings
ascribed
to them in the Subscription
Agreement.


 


2.                 
Term.
This Agreement
shall terminate
with respect
to each
Holder on
the earlier
of: (i) the
date that
is the later
of (x)
two years
from the SEC
Effective
Date
and (y)
the date
on which all Registrable
Securities held
by such Holder
are transferred
other than to a Permitted
Assignee
or may be sold
under Rule
144 without restriction
(including, without
limitation, volume restrictions)
during any ninety (90)
day period; or (ii) the
date otherwise
terminated
as provided herein.


 


		3.	Registration.



 


(a)                Registration on Form S-1. The
Company shall file with the Commission a
Registration Statement on Form S-1, or any other form for which the Company then qualifies or
which counsel for the Company shall deem appropriate and which form shall be available
for the resale by the Holders of all of the Registrable Securities, and
the Company
shall (i) use its commercially
reasonable efforts
to make the initial filing of
the Registration
Statement no later than the Registration Filing
Date, (ii) use its commercially reasonable efforts
to cause such Registration
Statement to be declared effective no
later than the Registration
Effectiveness Date and (iii) use its commercially reasonable
efforts to keep such Registration Statement effective for
a period of two (2)
years or for such shorter period ending on the earlier to occur of (x) the date
on which all Registrable Securities have
been transferred other than to a Permitted Assignee and (y) the date as of which all of the Holders may sell all of the Registrable Securities without


 





		





    	 	4	 



     

    

 


restriction
pursuant to
Rule 144 (including,
without limitation, volume
restrictions) within a
90 day period
(the “Effectiveness
Period”);
provided, however,
that the Company
shall not
be obligated
to effect
any such
registration,
qualification
or compliance
pursuant
to this Section,
or keep such
registration effective
pursuant to
the terms
hereunder,
in any particular
jurisdiction in which
the Company would
be required
to qualify to do business
as a foreign
corporation or as
a dealer in
securities
under the
securities
laws of such
jurisdiction or to
execute
a general
consent to service
of process in effecting
such registration,
qualification
or compliance,
in each
case where
it has
not already
done so. Notwithstanding the foregoing,
in the event
that the staff
(the “Staff”)
of the Commission
should limit
the number
of Registrable
Securities
that may be
sold pursuant to
the Registration
Statement, the Company
may
remove from
the Registration
Statement such number
of Registrable
Securities as
specified by
the Commission on behalf of
all of the holders
of Registrable
Securities from the Registrable
Securities, on a
pro rata basis among
the holders thereof.
In such event,
the Company shall give
the Subscribers prompt notice
of the number of Registrable
Securities
excluded
therefrom.
No liquidated damages
shall accrue
or be payable
to any Holder
pursuant
to Section
3(d) with respect
to any
Registrable
Securities that are
excluded
by reason
of the foregoing
sentence.


 


(b)              
Piggyback
Registration.
If, after
the SEC Effective
Date, the
Company shall
determine
to register
for sale
for cash
any
of its
Common Stock, for its
own account
or for the account
of others (other than the Holders),
other than (i) a registration
relating solely to employee
benefit
plans or securities
issued or issuable
to employees,
consultants (to the extent
the securities
owned or
to be owned
by such
consultants
could be
registered
on Form
S-8
(or its then
equivalent form)
or any
of their Family
Members (including
a registration
on Form
S-8
(or its then equivalent
form)),
(ii) a registration
relating solely
to a Securities
Act Rule 145 transaction
or a registration on Form
S-4 (or
its then equivalent
form) in connection
with a merger, acquisition,
divestiture,
reorganization
or similar event,
or (iii) a transaction relating
solely to the
sale
of debt
or convertible
debt instruments,
then the Company
shall
promptly give to each Holder
written notice
thereof
(the “Registration
Rights Notice”)
(and in no event
shall such
notice be given less
than twenty (20) calendar
days prior to the filing of such registration
statement),
and shall,
subject to Section
(a)a.i.1(c),
include as a Piggyback
Registration
all of the Registrable
Securities (including
any Registrable
Securities that are
removed from the Registration
Statement as a result
of a requirement
by the Staff) specified
in a written request
delivered
by the Holder thereof
within ten (10) calendar
days after
delivery
to the Holder
of such written
notice from
the Company.
However,
the Company may,
without the
consent
of such Holders,
withdraw such registration
statement prior
to its becoming
effective
if the Company
or such
other selling stockholders
have elected
to abandon
the proposal
to register
the securities
proposed to be registered
thereby.
The right contained
in this paragraph
may be exercised
by each Holder
only with respect
to two (2) qualifying
registrations.


 


(c)                   
Underwriting.If
a Piggyback
Registration
is for a
registered
public offering
that
is to be made
by an underwriting,
the Company shall
so advise the Holders
as part
of the Registration
Rights Notice. In that
event,
the right of any
Holder to Piggyback
Registration
shall be conditioned
upon such Holder’s
participation in such
underwriting
and the inclusion of such Holder’s
Registrable
Securities in the underwriting
to the extent provided
herein. All Holders
proposing to sell
any of
their Registrable
Securities through
such underwriting
shall (together
with the Company and any
other stockholders of the Company
selling  their securities
 through 
such  underwriting)
enter into 
an  underwriting
 agreement
 in


 




    	 	5	 



     

    

 


customary
form with
the underwriter
selected
for such
underwriting by
the Company
or such
other selling
stockholders, as
applicable.
Notwithstanding any
other
provision of
this Section (a)a.i.1(c),
if the underwriter
or the Company
determines
that marketing
factors
require
a limitation on the
number of shares
of Common
Stock or the
amount of other
securities to
be underwritten, the underwriter
may exclude
some or all
Registrable
Securities from
such registration and
underwriting.
The Company shall so advise
all Holders (except
those Holders who failed
to timely elect
to include their Registrable
Securities through
such underwriting
or have indicated
to the Company
their decision
not to do so), and
indicate to
each
such Holder
the number of shares of Registrable
Securities that
may be included
in the registration and
underwriting,
if any. The
number of shares of Registrable
Securities to be included
in such registration and underwriting
shall be allocated
among such
Holders as
follows:


 


(i)                
If the
Piggyback
Registration
was initiated
by the
Company,
the number of shares
that may
be included
in the registration
and underwriting
shall be
allocated first
to the Company and
then, subject to obligations
and commitments existing
as of
the date
hereof,
to all
persons exercising
piggyback
registration
rights
(including the Holders)
who have requested
to sell
in the registration
on a pro
rata basis
according
to the number of shares
requested
to be included therein;
and


 


(ii)              
If the
Piggyback
Registration
was initiated
by the
exercise
of demand registration
rights
by a
stockholder or
stockholders
of the Company,
then the number of shares
that may
be included in the registration
and underwriting
shall be allocated
first to such selling
stockholders who exercised
such demand to the extent
of their demand registration
rights, and then, subject
to obligations and
commitments existing
as of the date hereof,
to the Company and then, subject
to obligations
and commitments existing
as of the
date hereof,
to all persons
exercising
piggyback
registration rights
(including the Holders)
who have requested
to sell in the registration
on a pro rata
basis according
to the number of
shares
requested to be
included therein.


 


No
Registrable
Securities
excluded
from the
underwriting
by reason
of the underwriter’s
marketing
limitation shall
be included
in such
registration.
If any Holder disapproves
of the terms of any
such underwriting,
such Holder may elect
to withdraw such Holder’s
Registrable
Securities therefrom
by delivering
a written notice to the Company
and the underwriter.
The Registrable
Securities so withdrawn
from such underwriting
shall also be withdrawn
from such
registration;
provided, however,
that, if by
the withdrawal
of such
Registrable
Securities, a
greater
number of Registrable
Securities
held by
other Holders may be included
in such
registration
(up to the maximum
of any
limitation imposed by the
underwriters),
then the Company shall
offer to all
Holders who have
included Registrable
Securities in the registration
the right to
include additional Registrable
Securities pursuant
to the terms and limitations set
forth herein
in the same proportion used
above in determining
the underwriter
limitation.


 


(d)              
Liquidated
Damages.
If a
Registration
Event occurs,
then the Company
will make payments
to each
Holder of
Registrable
Securities, as
liquidated
damages
to such Holder
by reason
of the Registration
Event, a cash
sum calculated
at a rate
of twelve percent
(12%) per
annum of the aggregate
purchase
price paid by such Holder
pursuant to Subscription Agreement
with respect to such
Holder’s Registrable
Securities that are affected
by such


 




    	 	6	 



     

    

 


Registration
Event, for
the period
during which
such
Registration
Event continues
to affect
such Registrable
Securities.
Notwithstanding the foregoing,
the maximum
amount of
liquidated damages
that may be paid
by the Company pursuant
to this Section
3(d) shall be an
amount equal
to eight
percent
(8%) of the applicable
foregoing amount
with respect
to such Holder’s
Registrable
Securities that
are
affected
by all Registration
Events in the aggregate. Each
payment
of liquidated damages
pursuant to this Section
3(d) shall be
due and payable
in arrears
within five (5) days after the end
of each
full 30-day
period of the Registration
Default Period
until the termination of the Registration
Default Period
and within five (5) days after
such termination.
Such payments
shall constitute
the Holder’s exclusive
remedy
for any Registration
Event. The Registration
Default Period
shall terminate
upon the earlier
of such time as the Registrable
Securities
that are affected
by the
Registration
Event cease
to be Registrable
Securities or
(i) the filing
of the Registration
Statement in
the case
of clause
(a) of
the definition of Registration
Event, (ii) the SEC Effective
Date in the case of clause
(b) of the definition of Registration
Event, (iii) the ability of
the Holders to effect
sales pursuant to the Registration
Statement in the case
of clause
(c) of
the definition of Registration
Event, and
(iv) the listing or inclusion and/or trading
of the Common Stock on an Approved
Market,
as the case
may be,
in the case
of clause (d)
of the definition
of Registration
Event. The amounts
payable
as liquidated damages
pursuant to this Section
3(d) shall be payable
in lawful money
of the United States. Notwithstanding
the foregoing,
the Company will not
be liable for the payment
of liquidated damages
described
in this Section 3(d) for any
delay
in registration
of Registrable
Securities that would otherwise
be includable
in the Registration
Statement pursuant to Rule 415 solely
as a result of
a comment
received by the Staff
requiring a limit on the
number of Registrable
Securities
included in such
Registration
Statement in order
for such Registration
Statement to be able
to avail itself
of Rule 415. In the event
of any such delay,
the Company will use its commercially
reasonable
efforts
at the
first opportunity
that is permitted
by the
Commission to register
for resale the Registrable
Securities that have
been cut
back from being
registered pursuant
to Rule 415
only with
respect
to that portion
of the Holders’
Registrable
Securities that are
then Registrable
Securities.





 


(e)               
Other Limitations.
Notwithstanding the
provisions of
Section 3(d)
above, if
(i) the Commission
does
not declare
the Registration
Statement effective
on or before
the Registration
Effectiveness
Date, or
(ii) the Commission
allows the
Registration
Statement to
be declared
effective
at any
time before
or after
the Registration
Effectiveness
Date, subject
to the withdrawal
of certain
Registrable
Securities from
the Registration
Statement, and the reason
for


(i)
or (ii) is
the Commission’s determination
that
(x) the
offering
of any
of the
Registrable
Securities constitutes
a primary
offering
of securities
by the Company,
(y) Rule 415
may not be relied
upon for the registration
of the resale
of any
or all of
the Registrable
Securities, and/or (z) a Holder
of any
Registrable Securities
must be named
as an underwriter,
the Holders understand
and agree
that in the case of (ii) the Company
may (notwithstanding
anything
to the contrary
contained herein)
reduce, on a pro rata
basis, the total
number of Registrable
Securities to be registered
on behalf
of each such
Holder, and in the case
of (i) or (ii) the Holder
shall not be entitled
to liquidated damages
with respect to the
Registrable
Securities not registered
for the reason set
forth in (i) or so
reduced on
a pro rata
basis as
set forth above.


 


4.                 
Registration
Procedures.
The Company
will keep each
Holder reasonably
advised as
to the filing and
effectiveness
of the Registration
Statement. At
its expense
with respect
to the Registration
Statement, the
Company will:


 




    	 	7	 



     

    

 


(a)               
prepare
and file
with the Commission with respect
to the Registrable
Securities, a
Registration
Statement in
accordance
with Section
(a)a.i.1(a)
hereof,
and use
its commercially
reasonable
efforts
to cause
such Registration
Statement to
become
effective
and to remain
effective
for the Effectiveness
Period;


 


(b)              
if the Registration
Statement is
subject
to review
by the
Commission, promptly respond
to all
comments
and diligently
pursue resolution
of any
comments
to the satisfaction
of the Commission;


 


(c)               
prepare
and file
with the Commission
such amendments
and supplements
to such
Registration
Statement as
may be
necessary
to keep
such Registration
Statement effective
during the Effectiveness
Period;


 


(d)              
furnish, without
charge,
to each
Holder of
Registrable
Securities
covered
by such
Registration
Statement (i)
a reasonable
number of
copies of
such Registration
Statement (including
any
exhibits
thereto
other than exhibits
incorporated
by reference),
each
amendment and
supplement thereto
as such
Holder may
reasonably
request,
(ii) such
number of copies
of the prospectus
included in such
Registration
Statement (including
each
preliminary
prospectus and any
other prospectus
filed under
Rule 424 of
the Securities
Act) as
such Holders
may reasonably
request, in
conformity
with the requirements
of the
Securities Act,
and (iii) such
other documents
as such Holder
may reasonably
require to consummate
the disposition of the Registrable
Securities owned by
such Holder,
but only during
the Effectiveness
Period;


 


(e)               
use its commercially
reasonable
efforts
to register
or qualify
such registration
under such
other applicable
securities
laws of
such
jurisdictions within
the United States as
any Holder of
Registrable
Securities covered
by such Registration
Statement reasonably
requests
and as
may be necessary
for the marketability
of the Registrable
Securities (such
request
to be made by the time
the applicable Registration
Statement is deemed effective
by the Commission) and do any
and all other acts
and things
necessary
to enable such
Holder to consummate the disposition
in such jurisdictions
of the Registrable
Securities owned
by such Holder; provided,
that the Company shall
not be required to (i) qualify
generally
to do business in any
jurisdiction where it would not otherwise
be required
to qualify
but for this paragraph,
(ii) subject itself to taxation
in any such
jurisdiction, or (iii) consent
to general
service of process
in any such
jurisdiction.


 


(f)               
as promptly
as practicable
after
becoming
aware of
such event,
notify each
Holder of
Registrable
Securities, the
disposition of which
requires
delivery
of a
prospectus relating
thereto
under the
Securities Act,
of the happening
of any event,
which comes
to the Company’s attention,
that will after
the occurrence
of such event
cause the prospectus
included in such Registration
Statement, if not amended
or supplemented,
to contain an
untrue statement
of a material
fact or an
omission to state a
material fact
required
to be stated therein
or necessary
to make the statements therein
not misleading and the Company
shall promptly
thereafter
prepare
and furnish to such
Holder a supplement
or amendment to such
prospectus (or prepare
and file
appropriate
reports
under the
Exchange
Act) so that,
as thereafter
delivered
to the Subscribers
of such Registrable
Securities, such prospectus
shall not contain
an untrue statement
of a material fact
or omit to state any material
fact required
to be stated therein
or necessary
to make the statements
therein not misleading,
unless suspension of the
use of such
prospectus


 




    	 	8	 



     

    

 


otherwise
is authorized
herein
or in the
event
of a Blackout
Period, in
which case
no supplement or
amendment
need
be furnished
(or Exchange
Act filing
made)
until the
termination
of such
suspension or Blackout
Period;


 


(g)               
comply,
and continue
to comply
during the
Effectiveness
Period, in
all material
respects
with the Securities
Act and
the Exchange
Act
and with
all applicable
rules and
regulations of the Commission
with respect
to the disposition
of all securities
covered
by such Registration
Statement;


 


(h)              
as promptly
as practicable
after
becoming
aware of
such event,
notify each
Holder of
Registrable
Securities
being offered
or sold pursuant
to the Registration
Statement of the
issuance
by the
Commission of any
stop order
or other suspension
of effectiveness
of the Registration
Statement;


 


(i)                
use its commercially
reasonable
efforts
to cause
all the
Registrable
Securities covered
by the
Registration
Statement to
be quoted on
the OTC
Markets
Group
or such other principal
securities market
or quotation system on which
securities
of the same class or series
issued by the Company
are then listed
or traded
or quoted;


 


(j)                
provide a transfer
agent and
registrar,
which may
be a single
entity,
for the shares
of Common Stock at all times;


 


(k)              
cooperate
with the Holders
of Registrable
Securities being
offered pursuant
to the Registration
Statement to
issue and
deliver,
or cause
its transfer
agent
to issue and
deliver,
certificates
representing
Registrable
Securities
to be offered
pursuant to
the Registration
Statement within
a reasonable
time after
the delivery
of certificates
representing
the Registrable
Securities to the transfer
agent
or the Company, as applicable,
and enable
such certificates
to be in such denominations
or amounts as
the Holders may reasonably
request
and registered
in such names
as the Holders
may request;


 


(l)                
during the Effectiveness
Period, refrain
from bidding
for or
purchasing
any
Common Stock or
any
right to
purchase
Common Stock
or attempting
to induce
any
person to purchase
any
such security
or right
if such
bid, purchase
or attempt
would in any
way limit the right
of the Holders to sell
Registrable
Securities
by reason
of the limitations set forth in
Regulation M of the Exchange
Act; and


 


(m)            
take all
other
commercially
reasonable
actions necessary
to enable
the Holders to
sell the
Registrable
Securities by
means
of the Registration
Statement during
the term of this Agreement.


 


		5.	Obligations of the
Holders.



 


(a)               
Each
Holder agrees
that, upon receipt
of any
notice from
the Company
of the happening
of any
event
of the kind
described
in Section
4(f) hereof
or of the
commencement
of a Blackout
Period, such
Holder shall discontinue
the disposition of Registrable
Securities
included in the Registration
Statement until such
Holder’s receipt
of the copies of
the supplemented
or amended prospectus
contemplated
by Section
4(f) hereof
or notice
of the
end of the Blackout
Period, and,
if so directed by
the Company, such Holder
shall deliver
to the


 




    	 	9	 



     

    

 


Company
(at
the Company’s
expense)
all copies
(including,
without limitation, any
and all
drafts), other
than permanent
file copies,
then in
such Holder’s
possession, of
the prospectus
covering
such Registrable
Securities current
at the time of receipt
of such notice.


 


(b)              
The Holders
of the Registrable
Securities shall
provide such
information as
may reasonably
be requested
by the
Company,
or the managing
underwriter,
if any,
in connection with
the preparation
of any registration
statement, including amendments
and supplements thereto,
in order to effect
the registration
of any Registrable
Securities under
the Securities Act
pursuant to Section (a)a.i.1(a)
and/or (a)a.i.1(b)
of this Agreement
and in connection
with the Company’s
obligation to comply
with federal
and applicable
state securities laws,
including a completed questionnaire
in the form attached
to this Agreement
as Annex
A (a “Selling
Securityholder
Questionnaire”)
or any
update thereto
not later than
three (3) Business Days
following a request
therefore
from the Company.





 


(c)               
Each
Holder, by
its acceptance
of the
Registrable
Securities, agrees
to cooperate
with the
Company as
reasonably
requested
by the
Company in
connection
with the preparation
and filing of any
Registration
Statement
hereunder,
unless such Holder
has notified the Company
in writing of its election
to exclude
all of its Registrable
Securities from such
Registration
Statement.


 


6.                 
Registration
Expenses.
The Company
shall pay
all expenses
in connection
with any
registration
obligation provided
herein,
including, without
limitation, all
registration,
filing, stock exchange
fees, printing expenses,
all fees
and expenses
of complying
with applicable securities
laws, and the
fees and
disbursements
of counsel
for the Company
and of
its independent
accountants;
provided, that,
in any
underwritten registration,
the Company shall have
no obligation to pay
any underwriting
discounts, selling commissions
or transfer taxes
attributable
to the Registrable
Securities
being
sold by
the Holders
thereof,
which underwriting
discounts, selling commissions and
transfer taxes
shall be borne by such
Holders. Additionally,
in an underwritten
offering,
all selling stockholders
and the Company
shall bear
the expenses
of the underwriter
pro rata
in proportion
to the respective
amount of shares
each is
selling
in such offering.
Except as
provided in this Section
6 and Section 8 of
this Agreement,
the Company shall not be responsible
for the expenses
of any
attorney or other
advisor employed
by a Holder.


 


7.                 
Assignment of
Rights.
No Holder
may assign
its rights
under this
Agreement
to any
party
without the prior
written consent
of the
Company; provided,
however,
that any
Holder may
assign
its rights
under this
Agreement
without such consent
to a Permitted
Assignee
as long as
(a) such transfer
or assignment is effected
in accordance
with applicable
securities laws; (b) such
transferee
or assignee
agrees
in writing to become
bound by and
subject to the terms
of this Agreement; and
(c)
such Holder
notifies the Company
in writing
of such transfer
or assignment,
stating the name and
address
of the transferee
or assignee
and identifying
the Registrable
Securities with respect
to which such
rights are
being transferred
or assigned.
The Company may
assign this Agreement
or any rights
or obligations
hereunder
without the prior written consent
of the other party
hereto.


 




    	 	10	 



     

    

		8.	Indemnification.



 


(a)               
In the
event
of the offer
and sale
of Registrable
Securities under
the Securities Act,
the Company
shall, and
hereby
does,
indemnify and
hold harmless,
to the fullest
extent
permitted
by law,
each Holder,
its directors,
officers,
partners,
and each
other person, if any,
who controls or is under
common control
with such Holder
within the meaning
of Section 15 of the Securities Act,
against
any losses,
claims,
damages
or liabilities, joint or several,
and expenses
to which the Holder or any
such director,
officer,
partner or controlling
person may become
subject under
the Securities
Act or otherwise,
insofar as
such losses,
claims, damages,
liabilities or expenses
(or actions
or proceedings,
whether commenced
or threatened,
in respect
thereof) arise
out of or are based
upon any
untrue statement of any
material fact
contained
in any registration
statement prepared
and filed by
the Company under which
Registrable
Securities were
registered
under the Securities
Act, any
preliminary prospectus,
final prospectus or summary
prospectus
contained
therein, or
any
amendment or supplement
thereto, or any
omission to state therein
a material fact
required
to be stated or necessary
to make the
statements therein
in light
of the circumstances
in which
they were
made not misleading,
and the
Company shall reimburse
the Holder,
and each
such director,
officer, partner
and controlling
person for any
legal or
any other
expenses
reasonably
incurred by them
in connection
with investigating,
defending
or settling any
such loss, claim, damage,
liability, action or proceeding;
provided, however,
that such
indemnity
agreement
found in this Section 8(a)
shall in no event
exceed
the net proceeds
from the Offering
received
by the
Company; and
provided further,
that the Company
shall not be liable
in any
such case
(i) to the extent
that any
such
loss, claim,
damage,
liability (or action
or proceeding
in respect
thereof)
or expense
arises
out of or is based
upon (x)
an untrue statement
in or omission from
such registration
statement, any
such preliminary
prospectus, final
prospectus,
summary prospectus,
amendment or supplement
in reliance
upon and in
conformity
with written
information furnished
by a Holder
to the Company
for use in the preparation
thereof
or (y) the failure
of a Holder to comply with the covenants
and agreements
contained
in Section 5 hereof
respecting
the sale
of Registrable
Securities; or
(ii) if the
person asserting
any
such loss,
claim, damage,
liability (or
action or proceeding
in respect
thereof) who purchased
the Registrable
Securities that are the subject
thereof
did not receive
a copy of an
amended
preliminary prospectus
or the final
prospectus (or the
final prospectus
as amended
or supplemented) at
or prior to the written
confirmation
of the sale
of such
Registrable
Securities
to such person because
of the failure of such
Holder to so provide such
amended preliminary
or final
prospectus
and the
untrue statement or
omission of
a material
fact
made in
such preliminary
prospectus was
corrected
in the amended
preliminary
or final prospectus
(or the final
prospectus as
amended
or supplemented).
Such indemnity shall
remain in
full force
and effect
regardless
of any
investigation
made by or on behalf
of the Holders, or any
such director, officer,
partner
or controlling person
and shall
survive the transfer
of such shares
by the Holder.


 


(b)              
As a condition
to including
Registrable
Securities
in any
registration
statement filed
pursuant
to this Agreement,
each
Holder agrees
to be
bound by
the terms
of this Section
8 and to indemnify
and hold harmless,
to the fullest extent permitted
by law, the Company,
each of
its directors, officers,
partners,
legal counsel
and accountants
and each
underwriter,
if any, and
each
other person,
if any, who controls
the Company
within the meaning
of Section 15 of the Securities
Act, against
any losses, claims,
damages
or liabilities, joint or several,
to which the
Company or
any such
director
or officer
or controlling person
may become
subject  under
 the  Securities
 Act 
or  otherwise,
 insofar 
as  such
 losses,
 claims, 
damages
 or




    	 	11	 



     

    

 


liabilities
(or actions
or proceedings,
whether
commenced
or threatened,
in respect
thereof) arise
out of or
are based
upon any
untrue statement
of a material
fact
or any
omission of
a material
fact required
to be stated in any
registration statement,
any preliminary
prospectus,
final prospectus,
summary prospectus,
amendment or supplement
thereto or necessary
to make the statements therein
not misleading,
to the extent
that such
untrue statement
or omission is included
or omitted in
reliance upon
and in
conformity
with written
information
furnished by
the Holder to the Company for use
in the preparation
thereof, and
such Holder shall
reimburse the Company,
and such
Holders, directors,
officers,
partners,
legal
counsel
and accountants,
persons, underwriters,
or control persons,
each such
director,
officer, and
controlling person
for any
legal
or other expenses
reasonably
incurred by them
in connection with investigating,
defending,
or settling any
such loss, claim,
damage, liability,
action, or proceeding;
provided, however,
that indemnity obligation contained
in this Section
8(b) shall in no event
exceed
the amount of the net
proceeds received
by such Holder
as a result of the
sale of such
Holder’s Registrable
Securities pursuant to such
registration statement,
except
in the case of fraud
or willful misconduct.
Such indemnity shall
remain in
full force and
effect,
regardless
of any
investigation
made by
or on behalf
of the Company or any
such director, officer
or controlling person and
shall survive the transfer
by any
Holder of such shares.


 


(c)                Promptly after
receipt by an indemnified
party of notice of the commencement
of any action or proceeding
involving a claim
referred
to in this Section 8 (including any governmental action), such
indemnified party shall, if a claim
in respect
thereof
is to be made against an
indemnifying party, give
written notice to the
indemnifying party of
the commencement
of such action; provided,
that the failure of any
indemnified party
to give notice as
provided herein
shall not relieve
the indemnifying party
of its obligations under
this Section, except
to the extent that the indemnifying
party is actually prejudiced by
such failure to give
notice. In case any such action
is brought against an
indemnified party,
unless in the reasonable
judgment of counsel
to such indemnified party
a conflict of interest
between
such indemnified and
indemnifying parties
may exist
or the indemnified party
may have defenses
not available
to the indemnifying party
in respect of such claim,
the indemnifying party
shall be entitled
to participate in and
to assume the defense
thereof,
with counsel reasonably satisfactory
to such indemnified
party and, after
notice from the indemnifying party
to such indemnified
party of its election
so to assume the defense
thereof, the indemnifying
party shall
not be liable to such
indemnified party
for any legal
or other expenses
subsequently incurred by
the latter in connection
with the defense thereof,
unless in such
indemnified party’s reasonable
judgment a conflict
of interest between
such indemnified and
indemnifying parties arises
in respect of such claim after
the assumption of the defenses
thereof or the indemnifying
party fails
to defend such claim
in a diligent manner,
other than reasonable costs
of investigation. Neither an
indemnified nor an indemnifying
party shall
be liable for any
settlement of any action
or proceeding effected
without its consent. No
indemnifying party
shall, without the consent
of the indemnified party, consent
to entry of any
judgment or enter into any
settlement, which does
not include as an unconditional
term thereof the giving by
the claimant or plaintiff to such
indemnified party
of a release
from all liability
in respect
of such claim
or litigation. Notwithstanding anything
to the contrary set
forth herein, and
without limiting any of the rights
set forth above,
in any event any
party shall
have the right
to retain, at its own expense, counsel
with respect
to the defense of a claim.
Each indemnified
party shall
furnish such information
regarding itself
or the claim in question as an
indemnifying party may
reasonably request
in writing and as
shall be reasonably
required in connection with
defense of such claim and
litigation resulting there
from.


 




    	 	12	 



     

    

(d)              
If an
indemnifying
party does
not or
is not permitted
to assume 
the defense
of an
action pursuant
to Sections
8(c) or
in the case
of the expense
reimbursement obligation
set forth in Sections
8(a) and 8(b),
the indemnification required
by Sections
8(a) and 8(b)
shall be
made by
periodic payments
of the amount
thereof during
the course of
the investigation or defense,
as and when
bills are received
or expenses,
losses, damages,
or liabilities are
incurred.


 


(e)               
If the
indemnification
provided for
in Section
8(a) or
8(b) is
held by
a court of competent
jurisdiction to be unavailable
to an indemnified
party
with respect
to any loss,
liability, claim,
damage
or expense
referred
to herein,
the indemnifying
party,
in lieu of indemnifying
such indemnified
party hereunder,
shall contribute to the amount
paid or payable
by such
indemnified
party
as a result of such
loss, liability, claim,
damage
or expense
(i) in such proportion as
is appropriate
to reflect
the proportionate relative
fault of the
indemnifying
party on
the one hand
and the
indemnified
party
on the other (determined
by reference
to, among
other things,
whether the untrue
or alleged
untrue statement of a material
fact or omission relates
to information supplied by
the indemnifying
party
or the indemnified party
and the parties’
relative
intent, knowledge,
access
to information and opportunity
to correct
or prevent such
untrue statement or omission), or (ii) if the allocation
provided by clause
(i) above is not permitted
by applicable
law or provides
a lesser sum
to the indemnified
party than
the amount
hereinafter
calculated, then in such
proportion as is appropriate
to reflect
not only the
proportionate relative
fault of the indemnifying
party and
the indemnified party,
but also the relative
benefits received
by the
indemnifying
party
on the one
hand and
the indemnified
party
on the
other, as
well as
any other relevant
equitable
considerations.
No indemnified party
guilty of
fraudulent misrepresentation
(within the meaning
of Section 11(f) of the Securities
Act) shall
be entitled
to contribution from any
indemnifying party
who was not guilty
of such fraudulent
misrepresentation.


 


(f)               
Notwithstanding the foregoing,
to the extent
that the provisions
on indemnification
and contribution
contained
in the underwriting
agreement
entered
into in connection
with an
underwritten
public offering
are
in conflict
with the foregoing
provisions, the provisions in the underwriting
agreement
shall control.


 


(g)                Other Indemnification.Indemnification
similar to that specified
in this Section (with appropriate
modifications) shall be given by the
Company and each Holder of
Registrable
Securities with respect
to any required registration or other qualification
of securities
under any federal
or state law or regulation
or governmental authority
other than the Securities
Act.


 


9.                 
Rule 144. For
a period
of at
least twelve
(12) months following
the Effective
Date, the
Company will
use its commercially
reasonable
efforts
to timely
file all
reports required
to be filed by
the Company
after the
date hereof under
the Exchange
Act and
the rules and regulations adopted
by the Commission thereunder,
and if the Company is not required
to file reports pursuant
to such sections,
it will prepare and
furnish to the Subscribers
and make
publicly available
in accordance
with Rule 144(c) such information
as is required
for the Subscribers to sell shares
of Common Stock under Rule 144.


 




    	 	13	 



     

    

 


10.             
 Independent
Nature of
Each Subscriber’s
Obligations  and Rights.
The obligations of
each
Subscriber
under this
Agreement
are several
and not
joint with the
obligations
of any
other Subscriber,
and each
Subscriber
shall not be responsible
in any
way for
the performance
of the obligations of
any other
Subscriber under
this Agreement.
Nothing contained
herein
and no action taken
by any
Subscriber
pursuant hereto,
shall be
deemed to
constitute such Subscribers
as a partnership,
an association,
a joint venture,
or any
other kind of entity,
or create
a presumption
that  the  Subscribers
 are 
in  any
 way
acting in concert
 or 
as  a
group with respect
to such obligations
or the transactions
contemplated
by this Agreement.
Each Subscriber
shall be
entitled to independently
protect
and enforce
its rights, including without
limitation the rights arising
out of this Agreement, and
it shall not be necessary
for any other
Subscriber to be joined
as an additional
party in
any proceeding
for such purpose.


 


		11.	Miscellaneous.



 


(a)               
Governing
Law.
This Agreement
shall be
governed
by and
construed
in accordance
with the laws
of the United
States of
America and
the State of
New York,
both substantive and
remedial,
without regard to New
York conflicts
of law
principles.
Any judicial proceeding
brought
against
either
of the parties
to this Agreement
or any dispute
arising out of this Agreement
or any
matter related
hereto
shall be
brought in the
courts of
the State of
New York, New
York County,
or in the United States District Court
for the Southern District of New
York and, by
its execution
and delivery
of this Agreement,
each party
to this Agreement
accepts
the jurisdiction
of such courts.
The foregoing
consent to jurisdiction
shall not be deemed
to confer
rights on any
person other
than the parties
to this Agreement.


 


(b)              
Remedies.
Except as otherwise
specifically
set forth
herein with respect
to a Registration
Event, in
the event
of a breach
by the
Company or
by a
Holder of
any
of their
respective
obligations under
this Agreement,
each
Holder or the
Company,
as the case
may
be, in addition
to being
entitled
to exercise
all rights
granted
by law and
under this
Agreement, including recovery
of damages,
shall be entitled
to specific performance
of its rights under
this Agreement. Except
as otherwise specifically
set forth
herein with respect
to a Registration
Event, the Company and
each Holder agree
that monetary damages
would not provide adequate
compensation for any
losses incurred
by reason
of a breach by
it of any
of the provisions of this Agreement
and hereby
further agrees
that, in the event of any
action for specific
performance
in respect of
such breach,
it shall not assert
or shall waive the defense
that a remedy at
law would be adequate.


 


(c)               
Successors  and
 Assigns.Except
as otherwise
provided herein,
the provisions hereof
shall
inure to the
benefit
of, and
be binding upon,
the successors,
Permitted Assignees,
executors
and administrators
of the parties
hereto.


 


(d)              
No Inconsistent
Agreements.
The Company
has
not entered,
as of
the date hereof,
and shall
not enter,
on or after
the date
of this Agreement,
into any
agreement
with respect
to its securities
that
would have
the effect
of impairing the
rights granted
to the Holders
in this Agreement or
otherwise conflicts
with the provisions hereof.


 




    	 	14	 



     

    

(e)               
Entire Agreement.
This Agreement
and the
documents, instruments
and other agreements
specifically
referred
to herein
or delivered
pursuant hereto
constitute the
full and entire
understanding
and agreement
between
the parties
with regard to
the subjects hereof.


 


(f)               
Notices, etc.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)
upon receipt,
when personally
delivered;
(b) one (1)
Business Day after
deposit with an
nationally
recognized
overnight
courier service
with next
day delivery
specified,
costs prepaid)
on the date of delivery,
if delivered
to the appropriate
address
by hand or by
nationally
recognized
overnight
courier
service (costs prepaid);
(c) 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
Trading
Day, or the next
Trading 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 Trading
Day; (d) the date
received or rejected
by the addressee,
if sent by
certified mail, return
receipt requested;
or (e)
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,


 


If
to the Company,
to:


 


Akoustis Technologies,
Inc.


9805 Northcross
Center Court, Suite H Huntersville,
NC 28078


Attn: Jeff
Shealy


Telephone
Number: 1-704-997-5735


E-mail
Address: jshealy@akoustis.com
with copy to:


CKR
Law
LLP


1330 Avenue
of the Americas
New York,
NY 10019 Attention: Barrett
S. DiPaolo Facsimile:
1-212-259-8200


Telephone
Number: 1-212-259-7300


E-mail
Address: bdipaolo@ckrlaw.com


if to a
Subscriber, to:


such
Subscriber at
the address
set forth on the signature
page hereto;


 


or at
such other address
as any
party
shall have
furnished to the other parties
in writing in accordance
with this Section 11(f).


 


(g)               
Delays
or Omissions.
No delay
or omission
to exercise
any
right, power or
remedy
accruing
to any
Holder, upon any
breach
or default
of the
Company under
this


 




    	 	15	 



     

    

 


Agreement,
shall impair
any
such right,
power or remedy
of such
Holder nor shall
it be construed to be
a waiver
of any
such breach
or default,
or an
acquiescence
therein,
or of any
similar breach
or default
thereunder
occurring;
nor shall
any
waiver
of any
single
breach
or default
be deemed
a waiver of
any
other breach
or default
theretofore
or thereafter
occurring.
Any waiver,
permit, consent
or approval of any
kind or character
on the part of any
Holder of any
breach or default
under this
Agreement,
or any
waiver on
the part
of any
Holder of
any
provisions or
conditions of this Agreement,
must be in writing and shall
be effective
only to the extent
specifically
set forth in such
writing. All remedies,
either under
this Agreement,
or by law or
otherwise afforded
to any
holder, shall
be cumulative
and not alternative.


 


(h)              
Counterparts.This
Agreement
may
be executed
in any
number
of counterparts,
and with
respect to
any
Subscriber, by
execution
of an
Omnibus Signature
Page to this Agreement and
the Subscription Agreement,
each of which
shall be enforceable
against the parties
actually
executing
such counterparts,
and all
of which together
shall constitute one instrument.
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
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 facsimile
signature page
were an original
thereof.


 


(i)                
Severability.
In the
case
any
provision of this
Agreement
shall be
invalid, illegal
or unenforceable,
the validity,
legality
and enforceability
of the remaining
provisions shall not in any
way
be affected
or impaired thereby.


 


(j)                
Amendments. Except
as otherwise
provided herein,
the provisions of
this Agreement
may
be amended
at any
time and
from time
to time, and
particular
provisions of this Agreement
may be
waived,
with and
only with
an agreement
or consent
in writing signed
by the Company
and the Majority
Holders. The Subscribers
acknowledge
that by the operation
of this Section, the
Majority
Holders
may have
the right
and power
to diminish or eliminate
all rights of the Subscribers
under this Agreement.


 


 


 


[COMPANY
SIGNATURE
PAGE
FOLLOWS]


 




    	 	16	 



     

    

 


This Registration
Rights Agreement
is hereby
executed
as of the date
first above
written.


 


THE
COMPANY:


 


AKOUSTIS
TECHNOLOGIES, INC.


 


 


 


By:
______________________________ 


Name:
Jeffrey
B. Shealy


Title:Chief
Executive
Officer


 


 


 


 


SUBSCRIBERS


 


See
 Omnibus
 Signature
 Pages
 to  Subscription
Agreement


 




    	 	17	 



     

    

Annex
A


 


 


AKOUSTIS
TECHNOLOGIES,
INC.


 


Selling
Securityholder
Notice and Questionnaire


 


The
undersigned
beneficial
owner of
Registrable
Securities of
Akoustis Technologies,
Inc., a
Nevada
corporation
(the “Company”),
understands that
the Company
has filed
or intends to file with the U.S.
Securities and Exchange
Commission a registration statement
(the “Registration
Statement”)
for the registration
and resale
under Rule 415 of the Securities
Act of 1933, as amended,
of the Registrable
Securities, in
accordance
with the terms
of the Registration
Rights Agreement
(the “Registration
Rights Agreement”)
to which this document
is annexed.
A copy of
the Registration
Rights Agreement
is available
from the Company
upon request
at the address
set forth
below. All
capitalized
terms not
otherwise defined
herein
shall have
the meanings
ascribed
thereto
in the Registration
Rights Agreement.


 


Certain
legal
consequences
arise from
being
named
as a
selling security
holder in
the Registration
Statement and
the related
prospectus.
Accordingly,
holders and
beneficial
owners of Registrable
Securities are
advised to consult their own securities
law counsel
regarding the consequences
of being named
or not being
named as
a selling
security
holder in the Registration
Statement and the related
prospectus.


 


NOTICE


 


The
undersigned
beneficial
owner (the
“Selling
Securityholder”)
of Registrable
Securities hereby
elects
to include the
Registrable
Securities owned
by it in the
Registration
Statement.


 


The
undersigned
hereby
provides
the following information
to the Company
and represents
and warrants
that such information
is accurate:


 


QUESTIONNAIRE


 


		1.	Name:



 


		(a)	Full Legal
Name
of Selling Securityholder



 


_____________________________________________________________________________________________


 


_____________________________________________________________________________________________


 


		(b)	Full
Legal
Name of
Registered
Holder (holder
of record)
(if not
the same
as (a) above)
through
which Registrable
Securities are
held:



_____________________________________________________________________________________________


 


_____________________________________________________________________________________________


 


 


		(c)	If
you are
not a natural
person,
full Legal
Name
of Natural
Control Person
(which means
a natural
person who
directly
or indirectly
alone
or with others
has
power to vote or dispose
of the securities covered
by this
Questionnaire):



_____________________________________________________________________________________________


 


_____________________________________________________________________________________________


 




    	 		 



     

    

		2.	Address
for Notices
to Selling
Securityholder:



 


________________________________________________________________________________________________________________


 


________________________________________________________________________________________________________________




 


________________________________________________________________________________________________________________


 


Telephone:___________________________________________Fax:______________________________________________________


 


Email: _________________________________________________________________________________________________________


 


Contact
Person: ________________________________________________________________________________________________


 


		3.	Broker-Dealer
Status:



 


		(a)	Are you
a broker-dealer?



 


YES ☐         NO ☐





 


		(b)	If
“yes”
to Section
3(a), did
you receive
your
Registrable
Securities
as compensation
for investment
banking services
to the Company?



 


YES ☐         NO ☐


 







Note:
If “no”
to Section
3(b), the
Commission’s staff
has indicated
that you
should be identified as
an underwriter


           in
the Registration
Statement.


 


		(c)	Are you
an affiliate
of a broker-dealer?



 


YES ☐         NO ☐


 







		(d)	If
you are
an affiliate
of a broker-dealer,
do you
certify
that you
purchased
the Registrable
Securities
in the ordinary
course of
business, and
at the
time of the purchase
of the Registrable
Securities to be resold,
you had no agreements
or understandings,
directly
or indirectly,
with any person
to distribute the Registrable
Securities?



 


YES ☐         NO ☐


 







Note: If “no”
to Section 3(d), the Commission’s staff has indicated
that you should be
identified as an
underwriter


in the Registration
Statement.


 




    	 	2	 



     

    

		4.	Beneficial
Ownership
of Securities
of the Company
Owned by the Selling
Securityholder:



 


Except
as set
forth below
in this Item
4, the undersigned
is not the
beneficial
or registered
owner of any securities
of the Company.


 


(a)               
Please list
the type
(common stock, warrants,
etc.)
and amount
of all
securities
of the Company
(including
any
Registrable
Securities)
beneficially
owned1
by the
Selling Securityholder:


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


 


		5.	Relationships
with the
Company:



 


Except
as set
forth below,
neither
you nor
(if you
are a natural
person) any
member
of your immediate
family, nor
(if you
are not a
natural person)
any of your
affiliates2,
officers, directors or principal
equity holders
(owners of 5% of more of the
equity securities
of the undersigned) has held
any position or office or has had any other material
relationship with
the Company (or its predecessors
or affiliates) during the past three years.


 


State
any exceptions
here:


______________________________________________________________________________________________________


 


______________________________________________________________________________________________________


 


______________________


		1	Beneficially
                                         Owned:
                                          A
                                         “beneficial
                                         owner”
                                         of a
                                         security
                                         includes
                                         any person
                                         who,
                                         directly
                                         or indirectly,
                                         through
                                         any contract,
                                         arrangement,
                                         understanding,
                                          relationship
                                         or otherwise
                                         has  or
                                         shares
                                          (i)
                                         voting
                                         power,
                                          including
                                         the power
                                         to direct
                                         the voting
                                         of such
                                         security,
                                         or (ii) investment
                                         power,
                                         including
                                         the power
                                         to dispose
                                         of,
                                         or direct
                                         the disposition
                                         of,
                                         such security.
                                          In addition,
                                         a person
                                         is deemed
                                         to have
                                         “beneficial
                                         ownership”
                                         of a security
                                         of which
                                         such
                                         person
                                         has the right
                                         to acquire
                                         beneficial
                                         ownership
                                         at any
                                         time within
                                         60 days,
                                         including,
                                         but not
                                         limited
                                         to, any
                                         right
                                         to acquire
                                         such security:
                                         (i) through
                                         the exercise
                                         of any
                                         option,
                                         warrant
                                         or right,
                                         (ii)
                                         through
                                         the
                                         conversion
                                         of any security
                                         or
                                         (iii) pursuant
                                         to the
                                         power
                                         to revoke,
                                         or
                                         the automatic
                                         termination
                                         of,
                                         a trust,
                                         discretionary
                                         account
                                         or
                                         similar arrangement.






 


It
is possible
that a
security
may have
more
than one
“beneficial
owner,”
such as
a trust,
with two
co-trustees
sharing
voting power,
and the settlor
or another
third
party
having investment
power,
in which case
each of
the three
would
be the “beneficial
owner”
of the
securities
in the
trust.
The power
to vote
or direct
the voting,
or to
invest
or dispose
of,
or direct
the investment
or disposition
of,
a security
may be
indirect and
arise from
legal, economic,
contractual
or other
rights,
and the determination
of beneficial
ownership
depends upon
who ultimately
possesses
or shares
the power
to direct
the voting
or the
disposition
of the
security.


 


The
final determination
of the
existence of
beneficial
ownership
depends
upon the
facts
of each
case. You
may, if
you
believe
the facts warrant
it, disclaim
beneficial
ownership
of securities
that
might otherwise
be considered
“beneficially
owned”
by you.


 


		2	Affiliate:
An “affiliate”
is a company
or person
that
directly,
or indirectly
through
one or
more
intermediaries,
controls
you,
or is controlled
by you, or
is under
common
control
with you.



 




    	 	3	 



     

    

 


The
undersigned
agrees
to promptly
notify the
Company
of any
inaccuracies
or changes
in the information
provided
herein
that may
occur
subsequent to the
date
hereof
at any
time while the Registration
Statement remains effective.


 


By
signing
below, the
undersigned
consents
to the disclosure
of the information
contained
herein
in its answers
to Items 1
through 5
and the inclusion
of such
information in
the Registration
Statement and the related
prospectus and any
amendments or supplements
thereto. The undersigned
understands that such information
will be relied
upon by the Company in connection
with the preparation
or amendment of the Registration
Statement and the related
prospectus and any
amendments or supplements thereto.


 


IN
WITNESS
WHEREOF
the undersigned,
by authority
duly given,
has
caused
this Selling Securityholder
Notice
and Questionnaire
to be executed
and delivered
either
in person
or by its duly
authorized
agent.


 





 


 


	BENEFICIAL OWNER (individual)	BENEFICIAL OWNER (entity)
	_____________________________________________	___________________________________________________
	Signature	Name of Entity
	_____________________________________________	___________________________________________________
	Print Name	Signature
	 	 
	_____________________________________________	Print Name: ________________________________________
	Signature (If Joint Tenants or Tenants in Common)	 
	 	Title: _______________________________________________



 





PLEASE
E-MAIL
OR FAX
A COPY
OF THE COMPLETED
AND EXECUTED
SELLING SECURITYHOLDER
NOTICE AND
QUESTIONNAIRE, AND
RETURN THE ORIGINAL
BY OVERNIGHT MAIL,
TO:


 


 


 


CKR
Law
LLP 


1330
Avenue of
the Americas,
14th



Floor New York,
NY 10022


Attention:
 Linda
B. Kalayjian



Facsimile:
(212) 259-7300


E-mail
Address: lkalayjian@CKRlaw.com




 


4