EXHIBIT 10.38


 


WARRANT


 


NEITHER THE SECURITIES REPRESENTED HEREBY
NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.


 


AKOUSTIS TECHNOLOGIES, INC.


 


WARRANT 


 


	Warrant No. 2017PA-__	Original Issue Date:
	 	____________, 2017


 


Akoustis Technologies,
Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [HOLDER] or its registered
assigns (the “Holder”), is entitled to purchase from the Company up to a total of [SHARES] shares of Common
Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at
any time and from time to time from and after the Original Issue Date and through and including ______, 2022 (the “Expiration
Date”), and subject to the following terms and conditions:


 


1.          Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Capitalized terms
that are used and not defined in this Warrant that are defined in the Agreement (as defined below) shall have the respective definitions
set forth in the Agreement.


 


“Brokers
Warrants” means warrants, including this Warrant, to purchase shares of Common Stock, which warrants were issued pursuant
to the agreement.


 


“Closing
Price” means, for any date of determination, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a Trading Market, the closing bid price per share of the Common Stock for such
date (or the nearest preceding date) on such market; (ii) if prices for the Common Stock are then quoted on the OTC Bulletin Board,
the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (iii) if prices for
the Common Stock are then reported in the OTC Markets, the most recent bid price per share of the Common Stock so reported; or
(iv) in all other cases, the fair market value of a share of Common Stock as determined by an independent qualified appraiser selected
in good faith and paid for by the Company.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock
may hereafter be reclassified.


 


“Exercise Price” means
$9.00, subject to adjustment in accordance with Section 9.


 


“Agreement”
means the Placement Agency Agreement, to which the Company and Holder are parties, as amended by that certain Amendment to Placement
Agent Agreement between the Company and Holder.


 


“Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with or into
another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property.


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


 


“Private
Placement” means the offering of a maximum of shares of Common Stock with par value of $.001 at a price of $9.00 per
share.


 


“Registration
Rights Agreement” means the Registration Rights Agreement to which the Company and various holders are parties.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or
(ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock
is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on
any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the OTC Markets (or
any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in clauses (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading
Market” means whichever of the New York Stock Exchange, NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date
in question.


 


2.           Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.           Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4.           Exercise
and Duration of Warrants. 


 


(a)          This
Warrant shall be exercisable by the registered Holder in whole at any time and in part from time to time from the Original Issue
Date through and including the Expiration Date. At 5:30 p.m., Central time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem any portion of this Warrant
without the prior written consent of the affected Holder.


 


(b)          Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates (as defined
under Rule 144, “Affiliates”) and any other persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For
such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive
or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event
of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive
the provisions of this Section 4(b) but any such waiver will not be effective until the 61st day after delivery of such notice,
nor will any such waiver effect any other Holder.


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any
other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall
not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount
of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in
Section 9 of this Warrant. This restriction may not be waived.


 


5.           Delivery
of Warrant Shares. 


 


(a)          To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the
Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but
in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate
for the Warrant Shares issuable upon such exercise, which, unless otherwise required by applicable law, shall be free of restrictive
legends. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the
resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use its reasonable best efforts
to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation
performing similar functions, if available, provided, that, the Company may, but will not be required to change its transfer agent
if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A “Date
of Exercise” means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the
Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the
Holder to be purchased.


 


(b)          If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)          If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of
the Common Stock at the time of the obligation giving rise to such purchase obligation and (2) at the option of the Holder, either
reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder
in respect of the Buy-In.


 


(d)          The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation
or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


6.           Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.           Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.           Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.


 


9.           Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be adjusted to equal the product obtained by multiplying
the then-current Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


(b)          Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental
Transaction, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind
of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if
it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise
in full of this Warrant (the “Alternate Consideration”). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. At the Holder’s option and request, any successor to
the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant substantially
in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the
Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for
a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental
Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request.
The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor
or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement
security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding
the foregoing, the Warrant holder will not be entitled to exchange these warrants for cash in any Fundamental Transaction that
is not approved by the Company’s board of directors or that occurs in a transaction or as a result of an event that was not
within the Company’s sole control.


 


(c)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 


(e)          Calculations.
 All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(f)          Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the
Holder and to the Company’s Transfer Agent.


 


10.        Payment
of Exercise Price.  The Holder may pay the Exercise Price in one of the following manners:


 


(a)         Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)         Cashless
Exercise. Pursuant to a Company Exercise, or if an Exercise Notice is delivered at a time when a registration statement permitting
the Holder to resell the Warrant Shares is not then effective or the prospectus forming a part thereof is not then available to
the Holder for the resale of the Warrant Shares, then the Holder may notify the Company in an Exercise Notice of its election to
utilize a cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the
number of Warrant Shares to be issued to the Holder.


 


Y = the
number of Warrant Shares with respect to which this Warrant is being exercised.


 


A = the average of the Closing
Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.


 


B = the Exercise Price.


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


 


11.        No
Fractional Shares.  No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the Closing Price of one Warrant Share on the date of exercise.


 


12.        Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective if provided pursuant to the Agreement. In case any time: (1) the Company
shall declare any cash dividend on its capital stock; (2) the Company shall pay any dividend payable in stock upon its capital
stock or make any distribution to the holders of its capital stock; (3) the Company shall offer for subscription pro rata to the
holders of its capital stock any additional shares of stock of any class or other rights; (4) there shall be any capital reorganization,
or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially
all of its assets to, another corporation; or (5) there shall be a voluntary or involuntary dissolution, liquidation or winding
up of the Company; then, in any one or more of said cases, the Company shall give prompt written notice to the Holder. Such notice
shall also specify the date as of which the holders of capital stock of record shall participate in such dividend, distribution
or subscription rights, or shall be entitled to exchange their capital stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, or conversion or redemption,
as the case may be. Such written notice shall be given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which the Company’s transfer books are closed in respect thereto.


 


13.        Registration
Rights. The Holder shall be entitled to the registration rights set forth in the Registration Rights Agreement.


 


14.        Lock
Up. In accordance with FINRA Rule 5110(g), this Warrant shall not be sold during the Private Placement, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would
result in the effective economic disposition of this Warrant or the Warrant Shares, by any person for a period of 180 days immediately
following the date of effectiveness or commencement of sales of the Private Placement, except as provided in paragraph (g)(2) of
FINRA Rule 5110.


 


16.        Miscellaneous.



 


(a)          This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant.


 


(b)          This
Warrant may be amended from time to time with the prior written consent of holders of Brokers Warrants exercisable for a majority
of the shares of Common Stock then issuable upon exercise of Brokers Warrants then outstanding; provided, however, that
the consent of the Holder shall be required for any amendment of this Warrant that would (i) increase the Exercise Price or decrease
the number of Warrant Shares purchasable upon exercise of this Warrant, except that such consent shall not be required for any
adjustment to the Exercise Price or the number of Warrant Shares purchasable if made pursuant to the provisions of Section 9, (ii)
alter the Company’s obligation to issue Warrant Shares upon exercise of this Warrant (other than pursuant to adjustments
otherwise provided for in this Warrant, including the adjustments provided for in Section 9), (iii) change the Expiration Date
of the Warrant to an earlier date, (iv) waive the application of the adjustments provisions contained in Section 9 in connection
with any events to which such provisions apply or otherwise modify the adjustment provisions contained in Section 9 in a manner
that would have an adverse economic impact on the Holder, or (v) treat the Holder differently in an adverse way from any other
holders of Brokers Warrants.


 


(c)          All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof.


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


(d)          The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(e)          In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)          Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 


[Remainder of page intentionally left
blank, signature page follows] 


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


In witness whereof, the undersigned has caused this Warrant
to be duly executed by its authorized officer as of the date first indicated above.


 


	 	By:	 	 
	 	 	 	 	 
	 	If Entity By:	 	 
	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 
	 	Title:	 	 


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


In witness whereof, the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first indicated above. 


 


	 	AKOUSTIS TECHNOLOGIES, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


EXERCISE NOTICE


 


The undersigned Holder
hereby irrevocably elects to purchase                      shares
of Common Stock pursuant to the attached Warrant.  Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.


 


(1) The undersigned Holder hereby exercises
its right to purchase                      Warrant
Shares pursuant to the Warrant.


 


(2) The Holder intends that payment of
the Exercise Price shall be made as (check one):


 


	 	            	“Cash Exercise” under Section 10 
	 	 	 
	 	            	“Cashless Exercise” under Section 10 


 


(3) If the Holder has elected a Cash Exercise,
the Holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.


 


(4) Pursuant to this Exercise Notice, the
Company shall deliver to the Holder                      Warrant
Shares in accordance with the terms of the Warrant.


 


	Dated ______________ __, _____	Name of Holder: 
	 	 	 
	 	 	(Print)
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Title:	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)


 




    
	Placement Agency Agreement (PIPE)	Attachment A




     


    

 


Warrant Shares Exercise Log


 


	Date	 	Number of Warrant

Shares Available

to be Exercised	 	Number of Warrant

Shares Exercised	 	Number of Warrant

Shares Remaining

to be Exercised
	 	 	 	 	 	 	 


 




    
	Placement Agency Agreement (PIPE)	Attachment I




     


    

 


FORM OF ASSIGNMENT


 


[To be completed and
signed only upon transfer of Warrant]


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto                              the
right represented by the attached Warrant to purchase                  shares
of Common Stock to which such Warrant relates and appoints                              attorney
to transfer said right on the books of the Company with full power of substitution in the premises.


 


	Dated: __________ __, _______	 	 
	 	 	 
	 	 	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)	 
	 	 	 
	 	Address of Transferee	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	Attest:	 	 


 




    
	Placement Agency Agreement (PIPE)	Attachment I