Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature
page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”)
by Akoustis Technologies, Inc., a Nevada corporation (the “Company”) of shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (“Common Stock”) issued, at a purchase
price of $1.60 per Share (the “Purchase Price”). This subscription is being submitted to you in accordance
with and subject to the terms and conditions described in this Agreement.


 


The
Shares being subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”). The Offering is being made on a reasonable best efforts basis to “accredited
investors,” as defined in Regulation D under the Securities Act.


 


The
undersigned acknowledges receipt of a copy of the Registration Rights Agreement, substantially in the form of Exhibit A
hereto (the “Registration Rights Agreement”).


 


Each
closing of the Offering (a “Closing,” and the date on which such Closing occurs hereinafter referred
to as the “Closing Date”) shall take place at the offices of CKR Law LLP, at 1330 Avenue of the Americas,
New York, New York 10019).


 


The
Company may conduct one or more Closings for the sale of the Shares until the termination of the Offering.


 


Any
term sheet, disclosure schedule or other information document, delivered to the Subscriber prior to Subscriber’s execution
of this Agreement, and any such document delivered to the Subscriber after Subscriber’s execution of this Agreement and
prior to the Closing of the Subscriber’s subscription hereunder are collectively referred to as the “Disclosure
Materials.”


 





		1.	Subscription.
                                         The undersigned Subscriber hereby subscribes to purchase the number of Shares set
                                         forth on the Omnibus Signature Page attached hereto, for the aggregate Purchase Price
                                         as set forth on such Omnibus Signature Page, subject to the terms and conditions of this
                                         Agreement and on the basis of the representations, warranties, covenants and agreements
                                         contained herein.



 










		2.	Subscription
                                         Procedure. To complete a subscription for the Shares, the Subscriber must fully comply
                                         with the subscription procedure provided in paragraphs a. through c. of this Section
                                         on or before the Closing Date.



 


		a.	Subscription
                                         Documents. On or before the Closing Date, the Subscriber shall review, complete and
                                         execute the Omnibus Signature Page to this Agreement and the Registration Rights Agreement,
                                         the Investor Profile, Anti-Money Laundering Form and Investor Certification, attached
                                         hereto following the Omnibus Signature Page (collectively, the “Subscription
                                         Documents”), and deliver the Subscription Documents to the Company’s
                                         attorneys, CKR Law LLP (“CKR”), at the address set forth under
                                         the caption “How to subscribe for Shares in the private offering of Akoustis
                                         Technologies, Inc.” below. Executed documents may be delivered to CKR by facsimile
                                         or .pdf sent by electronic mail (e-mail), if the Subscriber delivers the original copies
                                         of the documents to CKR as soon as practicable thereafter.



 




     


     


    

 


		b.	Purchase
                                         Price. Simultaneously with the delivery of the Subscription Documents to CKR as provided
                                         herein, and in any event on or prior to the Closing Date, the Subscriber shall deliver
                                         to Delaware Trust Company, in its capacity as escrow agent (the “Escrow Agent”),
                                         the full Purchase Price by wire transfer of immediately available funds, pursuant to
                                         the instructions set forth under the caption “How to subscribe for Shares in
                                         the private offering of Akoustis Technologies, Inc.” below. Such funds will
                                         be held for the Purchaser’s benefit and will be returned promptly, without interest
                                         or offset, if this Subscription Agreement is not accepted by the Company or the Offering
                                         is terminated pursuant to its terms by the Company prior to the Closing as defined herein.



 


		c.	Company
                                         Discretion. The Subscriber understands and agrees that the Company in its sole discretion
                                         reserves the right to accept or reject this or any other subscription for Shares, in
                                         whole or in part, notwithstanding prior receipt by the Subscriber of notice of acceptance
                                         of this subscription. The Company shall have no obligation hereunder until the Company
                                         shall execute and deliver to the Subscriber an executed copy of this Agreement. If this
                                         subscription is rejected in whole, or the Offering is terminated, all funds received
                                         from the Subscriber will be returned without interest or offset, and this Agreement shall
                                         thereafter be of no further force or effect. If this subscription is rejected in part,
                                         the funds for the rejected portion of this subscription will be returned without interest
                                         or offset, and this Agreement will continue in full force and effect to the extent this
                                         subscription was accepted.



 


		3.	Placement
                                         Agents. Northland Securities, Inc., and Katalyst Securities LLC, each a broker-dealer
                                         licensed with FINRA, has been engaged as placement agent, and the Company may engage
                                         one or more additional FINRA-licensed broker-dealers as placement agents, for the Offering
                                         (collectively, the “Placement Agents”), on a reasonable best
                                         efforts basis. The Placement Agents and their sub-agents will be paid at closing a cash
                                         commission of 8% of funds raised from investors in the Offering introduced by them and
                                         will receive warrants to purchase a number of shares of Common Stock equal to 10% of
                                         the number of Shares sold in the Offering to investors introduced by them, with a term
                                         of five (5) years and at an exercise price of $1.60 per share (the “Placement
                                         Agent Warrants”); the Placement Agents will receive no cash commission
                                         or Placement Agent Warrants in connection with funds raised from existing Company investors
                                         or investors introduced by the Company. The Placement Agent Warrants will have “weighted
                                         average” anti-dilution protection, subject to customary exceptions. Any sub-agent
                                         of a Placement Agent that introduces investors to the Offering will be entitled to share
                                         in the cash fees and Placement Agent Warrants attributable to those investors as described
                                         above, pursuant to the terms of an executed sub-agent agreement. The Company will pay
                                         certain expenses of the Placement Agents in connection with the Offering.



 


		4.	Representations
                                         and Warranties of the Company. The Company hereby represents and warrants to the
                                         Subscriber, as of the Closing Date (unless otherwise specified), the following:



 





		a.	Organization
                                         and Qualification. The Company and each of its subsidiaries is a corporation or other
                                         business entity duly organized and validly existing in good standing under the laws of
                                         the jurisdiction of its formation, and has the requisite corporate power to own its properties
                                         and to carry on its business as now being conducted. The Company and each of its subsidiaries
                                         is duly qualified as a foreign corporation to do business and is in good standing in
                                         every jurisdiction in which the nature of the business conducted by it makes such qualification
                                         necessary, except to the extent that the failure to be so qualified or be in good standing
                                         would not have a material adverse effect on the assets, business, condition (financial
                                         or otherwise), results of operations or future prospects of the Company and its subsidiaries
                                         taken as a whole (a “Material Adverse Effect”). Each subsidiary
                                         of the Company is identified on Schedule
                                         4a attached hereto. 



  




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		b.	Authorization,
                                         Enforcement, Compliance with Other Instruments. (i) The Company has the requisite
                                         corporate power and authority to enter into and perform its obligations under this Agreement,
                                         the Registration Rights Agreement and each of the other agreements and documents that
                                         are exhibits hereto or thereto or are contemplated hereby or thereby or necessary or
                                         desirable to effect the transactions contemplated hereby or thereby (the “Transaction
                                         Documents”) and to issue the Shares, in accordance with the terms hereof
                                         and thereof, (ii) the execution and delivery by the Company of each of the Transaction
                                         Documents and the consummation by it of the transactions contemplated hereby and thereby,
                                         including, without limitation, the issuance of the Shares, have been, or will be at the
                                         time of execution of such Transaction Document, duly authorized by the Company’s
                                         Board of Directors, and no further consent or authorization is, or will be at the time
                                         of execution of such Transaction Document, required by the Company, its respective Board
                                         of Directors or its stockholders, (iii) each of the Transaction Documents will be duly
                                         executed and delivered by the Company, (iv) the Transaction Documents when executed will
                                         constitute the valid and binding obligations of the Company enforceable against the Company
                                         in accordance with their terms, except as such enforceability may be limited by general
                                         principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
                                         liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’
                                         rights and remedies. 



 


		c.	Capitalization.
                                         The authorized capital stock of the Company consists of 300,000,000 shares of Common
                                         Stock and 10,000,000 shares of preferred stock. As of the date of this Agreement, the
                                         Company has 13,061,315 shares of Common Stock and no preferred stock issued and outstanding.
                                         All of the outstanding shares of Common Stock and of the stock of each of the Company’s
                                         subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable.
                                         Except as set forth on Schedule
                                         4c attached hereto: (i) no shares of capital stock
                                         of the Company or any of its subsidiaries are (and the Shares will not be) subject to
                                         preemptive rights or any other similar rights or any liens or encumbrances suffered or
                                         permitted by the Company; (ii) there are no outstanding options, warrants, scrip, rights
                                         to subscribe to, calls or commitments of any character whatsoever relating to, or securities
                                         or rights convertible into, any shares of capital stock of the Company or any of its
                                         subsidiaries, or contracts, commitments, understandings or arrangements by which the
                                         Company or any of its subsidiaries is or may become bound to issue additional shares
                                         of capital stock of the Company or any of its subsidiaries, (iii) there are no outstanding
                                         debt securities of the Company or its subsidiaries, (iv) there are no agreements or arrangements
                                         under which the Company or any of its subsidiaries is obligated to register the sale
                                         of any of their securities under the Securities Act, (v) there are no registration statements
                                         that have been filed but are not yet effective relating to securities of the Company,
                                         or any outstanding comment letters from the SEC or any other regulatory agency; (vi)
                                         there are no securities or instruments containing anti-dilution or similar provisions,
                                         including the right to adjust the exercise, exchange or reset price under such securities,
                                         that will be triggered by the issuance of the Shares as described in this Agreement;
                                         and (vii) no co-sale rights, rights of first refusal or other similar rights exist with
                                         respect to the Shares or the issuance and sale thereof. Upon request, the Company will
                                         make available to the Subscriber true and correct copies of the Company’s Articles
                                         of Incorporation, and as in effect on the date hereof (the “Articles of Incorporation”),
                                         and the Company’s By-laws, as in effect on the date hereof (the “By-laws”),
                                         and the terms of all securities exercisable for Common Stock and the material rights
                                         of the holders thereof in respect thereto.



  


		d.	Issuance
                                         of Shares. The Shares are duly authorized and, upon issuance in accordance with the
                                         terms hereof, shall be duly issued, fully paid and nonassessable, and are free from all
                                         taxes, liens and charges with respect to the issue thereof. 




 




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		e.	No
                                         Conflicts. The execution, delivery and performance of each of the Transaction Documents
                                         by the Company, and the consummation by the Company of the transactions contemplated
                                         hereby and thereby will not (i) result in a violation of the Articles of Incorporation
                                         or the By-laws (or equivalent constitutive document) of the Company or any of its subsidiaries
                                         or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
                                         a default (or an event which with notice or lapse of time or both would become a default)
                                         under, or give to others any rights of termination, amendment, acceleration or cancellation
                                         of, any agreement, indenture or instrument to which the Company or any subsidiary is
                                         a party, except for those which would not reasonably be expected to have a Material Adverse
                                         Effect, or (iii) result in a material violation of any law, rule, regulation, order,
                                         judgment or decree (including U.S. federal and state securities laws and regulations)
                                         applicable to the Company or any subsidiary or by which any property or asset of the
                                         Company or any subsidiary is bound or affected. Neither the Company nor any subsidiary
                                         is in violation of any term of or in default under its Articles of Incorporation or By-laws.
                                         Except for those violations or defaults which would not reasonably be expected to have
                                         a Material Adverse Effect, neither the Company nor any subsidiary is in violation of
                                         any term of or in default under any material contract, agreement, mortgage, indebtedness,
                                         indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable
                                         to the Company or any subsidiary. The business of the Company and its subsidiaries is
                                         not being conducted, and shall not be conducted in violation of any law, ordinance, or
                                         regulation of any governmental entity, except for any violation which would not reasonably
                                         be expected, individually or in the aggregate, to have a Material Adverse Effect. Except
                                         as specifically contemplated by this Agreement and as required under the Securities Act
                                         and any applicable state securities laws, neither the Company nor any of its subsidiaries
                                         is required to obtain any consent, authorization or order of, or make any filing or registration
                                         with, any court or governmental agency in order for it to execute, deliver or perform
                                         any of its obligations under or contemplated by this Agreement or the other Transaction
                                         Documents in accordance with the terms hereof or thereof. Except as set forth on Schedule
                                         3 or Schedule 4e,
                                         neither the execution and delivery by the Company of the Transaction Documents, nor the
                                         consummation by the Company of the transactions contemplated hereby or thereby, will
                                         require any notice, consent or waiver under any contract or instrument to which the Company
                                         or any subsidiary is a party or by which the Company or any subsidiary is bound or to
                                         which any of their assets is subject. All consents, authorizations, orders, filings and
                                         registrations which the Company or any of its subsidiaries is required to obtain pursuant
                                         to the preceding two sentences have been or will be obtained or effected on or prior
                                         to the Closing. The Company is unaware of any facts or circumstance, which might give
                                         rise to any of the foregoing.



 


		f.	Absence
                                         of Litigation. Except as set forth on Schedule
                                         4f, there
                                         is no action, suit, claim, inquiry, notice of violation, proceeding or investigation
                                         before or by any court, public board, governmental or administrative agency, self-regulatory
                                         organization or body now pending or, to the knowledge of the Company, threatened, against
                                         or affecting the Company or any of its subsidiaries.



  


		g.	Acknowledgment
                                         Regarding Subscriber’s Purchase of the Shares. The Company acknowledges and
                                         agrees that each Subscriber is acting solely in the capacity of an arm’s length
                                         purchaser with respect to the Transaction Documents and the transactions contemplated
                                         hereby and thereby. 



 


		h.	No
                                         General Solicitation. Neither the Company, nor any of its affiliates, nor, to the
                                         knowledge of the Company, any person acting on its or their behalf, has engaged in any
                                         form of general solicitation or general advertising (within the meaning of Regulation
                                         D) in connection with the offer or sale of the Shares.



 




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		i.	No
                                         Integrated Offering. Neither the Company, nor any of its affiliates, nor to the knowledge
                                         of the Company, any person acting on its or their behalf has, directly or indirectly,
                                         made any offers or sales of any security or solicited any offers to buy any security,
                                         under circumstances that would require registration of the Shares under the Securities
                                         Act or cause this offering of the Shares to be integrated with prior offerings by the
                                         Company for purposes of the Securities Act.



 


		j.	Employee
                                         Relations. Neither Company nor any of its subsidiaries is involved in any labor dispute
                                         nor, to the knowledge of the Company, is any such dispute threatened. Neither Company
                                         nor any subsidiary is party to any collective bargaining agreement. The Company’s
                                         and/or its subsidiaries’ employees are not members of any union, and the Company
                                         believes that its and its subsidiaries’ relationship with their respective employees
                                         is good.



 


		k.	Intellectual
                                         Property Rights. Except as set forth on Schedule
                                         4k, the Company and its subsidiaries own or possess
                                         sufficient rights to all patents, trademarks, domain names (whether or not registered)
                                         and any patentable improvements or copyrightable derivative works thereof, websites and
                                         intellectual property rights relating thereto, service marks, trade names, copyrights,
                                         licenses and authorizations, and all rights with respect to the foregoing, which are
                                         necessary for the conduct of its business as now conducted without any conflict with
                                         the rights of others except for such conflicts that would not result in a Material Adverse
                                         Effect. Neither Company nor any subsidiary has received any notice of infringement of,
                                         or conflict with, the asserted rights of others with respect to any intellectual property
                                         that it utilizes.



 


		l.	Environmental
                                         Laws. 






 


		(i)	The
                                         Company and each subsidiary has complied with all applicable Environmental Laws (as defined
                                         below), except for violations of Environmental Laws that, individually or in the aggregate,
                                         have not had and would not reasonably be expected to have a Material Adverse Effect.
                                         There is no pending or, to the knowledge of the Company, threatened civil or criminal
                                         litigation, written notice of violation, formal administrative proceeding, or investigation,
                                         inquiry or information request, relating to any Environmental Law involving the Company
                                         or any subsidiary, except for litigation, notices of violations, formal administrative
                                         proceedings or investigations, inquiries or information requests that, individually or
                                         in the aggregate, have not had and would not reasonably be expected to have a Material
                                         Adverse Effect. For purposes of this Agreement, “Environmental Law” means
                                         any national, state, provincial or local law, statute, rule or regulation or the common
                                         law relating to the environment or occupational health and safety, including without
                                         limitation any statute, regulation, administrative decision or order pertaining to (i)
                                         treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous
                                         materials or substances or solid or hazardous waste; (ii) air, water and noise pollution;
                                         (iii) groundwater and soil contamination; (iv) the release or threatened release into
                                         the environment of industrial, toxic or hazardous materials or substances, or solid or
                                         hazardous waste, including without limitation emissions, discharges, injections, spills,
                                         escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild
                                         life, marine life and wetlands, including without limitation all endangered and threatened
                                         species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and
                                         other closed receptacles; (vii) health and safety of employees and other persons; and
                                         (viii) manufacturing, processing, using, distributing, treating, storing, disposing,
                                         transporting or handling of materials regulated under any law as pollutants, contaminants,
                                         toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous
                                         waste. As used above, the terms “release” and “environment” shall
                                         have the meaning set forth in the Comprehensive Environmental Response, Compensation
                                         and Liability Act of 1980, as amended.






 




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		(ii)	To
                                         the knowledge of the Company there is no material environmental liability with respect
                                         to any solid or hazardous waste transporter or treatment, storage or disposal facility
                                         that has been used by the Company or any subsidiary.



 


		(iii)	The
                                         Company and its subsidiaries (i) have received all permits, licenses or other approvals
                                         required of them under applicable Environmental Laws to conduct their respective businesses
                                         except to the extent that the failure to have such permits, licenses or other approvals
                                         would not have a Material Adverse Effect and (ii) are in compliance, in all material
                                         respects, with all terms and conditions of any such permit, license or approval.



  





		m.	Permits;
                                         FCC Compliance. The Company and its subsidiaries have all authorizations, approvals,
                                         clearances, licenses, permits, certificates or exemptions (including manufacturing approvals
                                         and authorizations, pricing and reimbursement approvals, labeling approvals, registration
                                         notifications or their foreign equivalent) issued by any regulatory authority or governmental
                                         agency (collectively, “Permits”) required to conduct their
                                         respective businesses as currently conducted except to the extent that the failure to
                                         have such Permits would not have a Material Adverse Effect. The conduct of business by
                                         the Company complies, and at all times has substantially complied, in all material respects
                                         with the Telecommunications Act of 1996 and similar federal, state and foreign laws applicable
                                         to the evaluation, testing, manufacturing, distribution, advertising and marketing of
                                         each of the Company’s products, in whatever stage of development or commercialization
                                         except to the extent that the failure to so comply would not have a Material Adverse
                                         Effect. To the knowledge of the Company, as of the date hereof, neither the Federal Communications
                                         Commission (the “FCC”) nor any comparable regulatory authority
                                         or governmental agency is considering limiting, suspending or revoking any such Permit
                                         or changing the marketing classification or labeling of the products of the Company or
                                         any of its subsidiaries. To the knowledge of the Company, there is no false or misleading
                                         information or material omission in any product application or other submission by the
                                         Company or any of its subsidiaries to the FCC or any comparable regulatory authority
                                         or governmental agency. The Company or its subsidiaries have fulfilled and performed
                                         in all material respects their obligations under each Permit, and, as of the date hereof,
                                         to the knowledge of the Company, no event has occurred or condition or state of facts
                                         exists which would constitute a breach or default or would cause revocation or termination
                                         of any such Permit except to the extent that such breach, default, revocation or termination
                                         would not have a Material Adverse Effect. To the knowledge of the Company, any third
                                         party that is a manufacturer or contractor for the Company or any of its subsidiaries
                                         is in compliance in all material respects with all Permits insofar as they pertain to
                                         the manufacture of product components or products for the Company. The Company and its
                                         subsidiaries have not received any notice of adverse finding, warning letter, notice
                                         of violation, notice of action or any other notice from the FCC or other governmental
                                         agency alleging or asserting noncompliance with any applicable laws or Permits. The Company
                                         and its subsidiaries have made all notifications, submissions and reports required by
                                         applicable federal, state and foreign laws, except to the extent that the failure to
                                         make such notifications, submission or reports would not have a Material Adverse Effect.






 




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		n.	Title.
                                         Neither the Company nor any of its subsidiaries owns any real property. Except as set
                                         forth on Schedule
                                         4n, each of the Company and its subsidiaries has
                                         good and marketable title to all of its personal property and assets, free and clear
                                         of any material restriction, mortgage, deed of trust, pledge, lien, security interest
                                         or other charge, claim or encumbrance which would have a Material Adverse Effect. Except
                                         as set forth on Schedule 4n, with respect
                                         to properties and assets it leases, each of the Company and its subsidiaries is in material
                                         compliance with such leases and holds a valid leasehold interest free of any liens, claims
                                         or encumbrances which would have a Material Adverse Effect. 



 


		o.	No
                                         Material Breaches. Neither Company nor any subsidiary is in breach of any contract
                                         or agreement which breach, in the judgment of the Company’s officers, has had,
                                         or could reasonably be expected to have, a Material Adverse Effect.



 


		p.	Certain
                                         Transactions. Except for arm’s length transactions pursuant to which the Company
                                         or any subsidiary makes payments in the ordinary course of business upon terms no less
                                         favorable than it could obtain from third parties, none of the officers, directors, or
                                         employees of the Company or any subsidiary is presently a party to any transaction with
                                         the Company or any subsidiary (other than for services as employees, officers and directors),
                                         including any contract, agreement or other arrangement providing for the furnishing of
                                         services to or by, providing for rental of real or personal property to or from, or otherwise
                                         requiring payments to or from any officer, director or such employee or, to the knowledge
                                         of the Company, any corporation, partnership, trust or other entity in which any officer,
                                         director, or any such employee has a substantial interest or is an officer, director,
                                         trustee or partner.



 


		q.	Rights
                                         of First Refusal. Except as set forth on Schedule
                                         4c or Schedule 4q,
                                         the Company is not obligated to offer the securities offered hereunder on a right of
                                         first refusal basis or otherwise to any third parties including, but not limited to,
                                         current or former stockholders of the Company, underwriters, brokers, agents or other
                                         third parties.



 


		r.	Insurance.
                                         The Company has insurance policies of the type and in amounts customarily carried by
                                         organizations conducting businesses or owning assets similar to those of the Company
                                         and its subsidiaries. There is no material claim pending under any such policy as to
                                         which coverage has been questioned, denied or disputed by the underwriter of such policy.



 


		s.	SEC
                                         Reports. The Company has filed all reports, schedules, forms, statements and other
                                         documents required to be filed by it with the Securities and Exchange Commission (the
                                         “SEC”) under the Securities Exchange Act of 1934, as amended
                                         (the “Exchange Act”), including pursuant to Section 13(a) or
                                         15(d) thereof (or that it would be required to be filed by it if it were subject to the
                                         reporting requirements of such sections), for the two years preceding the date hereof
                                         (or such shorter period since the Company was first required by law or regulation to
                                         file such material).



 


		t.	Brokers’
Fees. Except as set forth on Schedule 4t, the Company does not have any liability or obligation to pay any fees
or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, except for the
payment of fees to any Placement Agents or brokers that have been or may be retained by the Company as described in Section 3
above.




 









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		u.	Disclosure
                                         Materials. The Disclosure Materials taken as a whole do not contain an untrue statement
                                         of a material fact or omit to state a material fact necessary to make the statements
                                         therein, in the light of the circumstances under which they were made, not misleading.



 


		v.	Reliance.
                                         The Company acknowledges that the Subscriber is relying on the representations and warranties
                                         made by the Company hereunder and that such representations and warranties are a material
                                         inducement to the Subscriber purchasing the Shares. The Company further acknowledges
                                         that without such representations and warranties of the Company made hereunder, the Subscribers
                                         would not enter into this Agreement.



 


		5.	Representations,
                                         Warranties and Agreements of the Subscriber. The Subscriber represents and warrants
                                         to, and agrees with, the Company the following:



 


		a.	The
                                         Subscriber has the knowledge and experience in financial and business matters necessary
                                         to evaluate the merits and risks of its prospective investment in the Company, and has
                                         carefully reviewed and understands the risks of, and other considerations relating to,
                                         the purchase of Shares and the tax consequences of the investment, and have the ability
                                         to bear the economic risks of the investment. The Subscriber can afford the loss of its
                                         entire investment.



 


		b.	The
                                         Subscriber is acquiring the Shares for investment for its own account and not with the
                                         view to, or for resale in connection with, any distribution thereof. The Subscriber understands
                                         and acknowledges that the Shares have not been registered under the Securities Act or
                                         any state securities laws, by reason of a specific exemption from the registration provisions
                                         of the Securities Act and applicable state securities laws, which depends upon, among
                                         other things, the bona fide nature of the investment intent as expressed herein. The
                                         Subscriber further represents that it does not have any contract, undertaking, agreement
                                         or arrangement with any person to sell, transfer or grant participation to any third
                                         person with respect to any of the Shares. The Subscriber understands and acknowledges
                                         that the offering of the Shares pursuant to this Agreement will not be registered under
                                         the Securities Act nor under the state securities laws on the ground that the sale provided
                                         for in this Agreement and the issuance of securities hereunder is exempt from the registration
                                         requirements of the Securities Act and any applicable state securities laws.



 


		c.	The
                                         Subscriber is an “accredited investor” as defined in Rule 501 of Regulation
                                         D as promulgated by the SEC under the Securities Act, for the reason(s) specified on
                                         the Accredited Investor Certification attached hereto as completed by Subscriber,
                                         and Subscriber shall submit to the Company such further assurances of such status as
                                         may be reasonably requested by the Company. The Subscriber resides in the jurisdiction
                                         set forth on the Subscriber’s Omnibus Signature Page affixed hereto.



 




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		d.	The
                                         Subscriber (i) if a natural person, represents that he or she is the greater of (A) 21
                                         years of age or (B) the age of legal majority in his or her jurisdiction of residence,
                                         and has full power and authority to execute and deliver this Agreement and all other
                                         related agreements or certificates and to carry out the provisions hereof and thereof;
                                         (ii) if a corporation, partnership, or limited liability company or partnership, or association,
                                         joint stock company, trust, unincorporated organization or other entity, represents that
                                         such entity was not formed for the specific purpose of acquiring the Shares, such entity
                                         is duly organized, validly existing and in good standing under the laws of the state
                                         or jurisdiction of its organization, the consummation of the transactions contemplated
                                         hereby is authorized by, and will not result in a violation of state law or its charter
                                         or other organizational documents, such entity has full power and authority to execute
                                         and deliver this Agreement and all other related agreements or certificates and to carry
                                         out the provisions hereof and thereof and to purchase and hold the Shares, the execution
                                         and delivery of this Agreement has been duly authorized by all necessary action, this
                                         Agreement has been duly executed and delivered on behalf of such entity and is a legal,
                                         valid and binding obligation of such entity; or (iii) if executing this Agreement in
                                         a representative or fiduciary capacity, represents that it has full power and authority
                                         to execute and deliver this Agreement in such capacity and on behalf of the subscribing
                                         individual, ward, partnership, trust, estate, corporation, or limited liability company
                                         or partnership, or other entity for whom the Subscriber is executing this Agreement,
                                         and such individual, partnership, ward, trust, estate, corporation, or limited liability
                                         company or partnership, or other entity has full right and power to perform pursuant
                                         to this Agreement and make an investment in the Company, and represents that this Agreement
                                         constitutes a legal, valid and binding obligation of such entity. The execution and delivery
                                         of this Agreement will not violate or be in conflict with any order, judgment, injunction,
                                         agreement or controlling document to which the Subscriber is a party or by which it is
                                         bound.



 


		e.	The
                                         Subscriber understands that the Shares are being offered and sold to it in reliance on
                                         specific exemptions from the registration requirements of United States federal and state
                                         securities laws and that the Company is relying in part upon the truth and accuracy of,
                                         and such Subscriber’s compliance with, the representations, warranties, agreements,
                                         acknowledgments and understandings of such Subscriber set forth herein in order to determine
                                         the availability of such exemptions and the eligibility of such Subscriber to acquire
                                         such securities. The Subscriber further acknowledges and understands that the Company
                                         is relying on the representations and warranties made by the Subscriber hereunder and
                                         that such representations and warranties are a material inducement to the Company to
                                         sell the Shares to the Subscriber. The Subscriber further acknowledges that without such
                                         representations and warranties of the Subscriber made hereunder, the Company would not
                                         enter into this Agreement with the Subscriber.



 


		f.	The
                                         Subscriber understands that no public market now exists, and there may never be a public
                                         market for, the Shares, that only a limited public market for the Company’s Common
                                         Stock exists and that there can be no assurance that an active public market for the
                                         Common Stock will exist or continue to exist.





 





	 	g.	The Subscriber has received and reviewed information about the Company, including the Disclosure Materials, and has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management. The Subscriber understands that such discussions, as well as any Disclosure Materials provided by the Company, were intended to describe the aspects of the Company’s business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally, the Subscriber understands and represents that it is purchasing the Shares notwithstanding the fact that the Company may disclose in the future certain material information the Subscriber has not received, including (without limitation) financial statements of the Company for the current or prior fiscal periods, and any subsequent period financial statements that will be filed with the SEC, that it is not relying on any such information in connection with its purchase of the Shares and that it waives any right of action with respect to the nondisclosure to it prior to its purchase of the Shares of any such information. Each Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares.




 




    	 	 	9



     


    




 


		h.	The
                                         Subscriber acknowledges that none of the Company or any Placement Agents or brokers that
                                         may be retained by the Company in connection with the Offering is acting as a financial
                                         advisor or fiduciary of the Subscriber (or in any similar capacity) with respect to the
                                         Transaction Documents and the transactions contemplated hereby and thereby, and no investment
                                         advice has been given by the Company or any Placement Agents or brokers that may be retained
                                         by the Company or any of its representatives or agents in connection with the Transaction
                                         Documents and the transactions contemplated hereby and thereby. The Subscriber further
                                         represents to the Company that the Subscriber’s decision to enter into the Transaction
                                         Documents has been based solely on the independent evaluation by the Subscriber and its
                                         representatives.



 


		i.	As
                                         of the Closing, all actions on the part of Subscriber, and its officers, directors and
                                         partners, if applicable, necessary for the authorization, execution and delivery of this
                                         Agreement and the Registration Rights Agreement and the performance of all obligations
                                         of the Subscriber hereunder and thereunder shall have been taken, and this Agreement
                                         and the Registration Rights Agreement, assuming due execution by the parties hereto and
                                         thereto, constitute valid and legally binding obligations of the Subscriber, enforceable
                                         in accordance with their respective terms, subject to: (i) judicial principles limiting
                                         the availability of specific performance, injunctive relief, and other equitable remedies
                                         and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now
                                         or hereafter in effect generally relating to or affecting creditors’ rights.



 


		j.	Subscriber
                                         represents that neither it nor, to its knowledge, any person or entity controlling, controlled
                                         by or under common control with it, nor any person having a beneficial interest in it,
                                         nor any person on whose behalf the Subscriber is acting: (i) is a person listed in the
                                         Annex to Executive Order No. 13224 (2001) issued by the President of the United States
                                         (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
                                         Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated
                                         Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control;
                                         (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S.
                                         shell bank; (iv) is a senior non-U.S. political figure or an immediate family member
                                         or close associate of such figure; or (v) is otherwise prohibited from investing in the
                                         Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control
                                         laws, regulations, rules or orders (categories (i) through (v), each a “Prohibited
                                         Subscriber”). The Subscriber agrees to provide the Company, promptly upon
                                         request, all information that the Company reasonably deems necessary or appropriate to
                                         comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
                                         regulations, rules and orders. The Subscriber consents to the disclosure to U.S. regulators
                                         and law enforcement authorities by the Company and its affiliates and agents of such
                                         information about the Subscriber as the Company reasonably deems necessary or appropriate
                                         to comply with applicable U.S. antimony laundering, anti-terrorist and asset control
                                         laws, regulations, rules and orders. If the Subscriber is a financial institution that
                                         is subject to the USA Patriot Act, the Subscriber represents that it has met all of its
                                         obligations under the USA Patriot Act. The Subscriber acknowledges that if, following
                                         its investment in the Company, the Company reasonably believes that the Subscriber is
                                         a Prohibited Subscriber or is otherwise engaged in suspicious activity or refuses to
                                         promptly provide information that the Company requests, the Company has the right or
                                         may be obligated to prohibit additional investments, segregate the assets constituting
                                         the investment in accordance with applicable regulations or immediately require the Subscriber
                                         to transfer the Shares. The Subscriber further acknowledges that the Subscriber will
                                         have no claim against the Company or any of its affiliates or agents for any form of
                                         damages as a result of any of the foregoing actions.



 









    	 	 	10



     


    

 





			If
                                         the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign
                                         Bank”), or if the Subscriber receives deposits from, makes payments on
                                         behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber
                                         represents and warrants to the Company that: (1) the Foreign Bank has a fixed address,
                                         other than solely an electronic address, in a country in which the Foreign Bank is authorized
                                         to conduct banking activities; (2) the Foreign Bank maintains operating records related
                                         to its banking activities; (3) the Foreign Bank is subject to inspection by the banking
                                         authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign
                                         Bank does not provide banking services to any other Foreign Bank that does not have a
                                         physical presence in any country and that is not a regulated affiliate.



 


		k.	The
                                         Subscriber or its duly authorized representative realizes that because of the inherently
                                         speculative nature of businesses of the kind conducted and contemplated by the Company,
                                         the Company’s financial results may be expected to fluctuate from month to month
                                         and from period to period and will, generally, involve a high degree of financial and
                                         market risk that could result in substantial or, at times, even total losses for investors
                                         in securities of the Company.



 


		l.	The
                                         Subscriber has adequate means of providing for its current and anticipated financial
                                         needs and contingencies, is able to bear the economic risk for an indefinite period of
                                         time and has no need for liquidity of the investment in the Shares and could afford complete
                                         loss of such investment.



 


		m.	The
                                         Subscriber is not subscribing for Shares as a result of or subsequent to any advertisement,
                                         article, notice or other communication, published in any newspaper, magazine or similar
                                         media or broadcast over television, radio, or the internet, or presented at any seminar
                                         or meeting, or any solicitation of a subscription by a person not previously known to
                                         the Subscriber in connection with investments in securities generally.



 


		n.	The
                                         Subscriber acknowledges that no U.S. federal or state agency or any other government
                                         or governmental agency has passed upon the Shares or made any finding or determination
                                         as to the fairness, suitability or wisdom of any investments therein.



 


		o.	The
                                         Subscriber agrees to be bound by all of the terms and conditions of the Registration
                                         Rights Agreement and to perform all obligations thereby imposed upon it.








 





	 	p.	All of the information that the Subscriber has heretofore furnished or which is set forth herein is true, correct and complete as of the date of this Agreement, and, if there should be any material change in such information prior to the admission of the undersigned to the Company, the Subscriber will immediately furnish revised or corrected information to the Company.







 




    	 	 	11



     


    





 


		q.	(For
                                         ERISA plans only) The fiduciary of the Employee Retirement Income Security Act of
                                         1974 (“ERISA”) plan (the “Plan”)
                                         represents that such fiduciary has been informed of and understands the Company’s
                                         investment objectives, policies and strategies, and that the decision to invest “plan
                                         assets” (as such term is defined in ERISA) in the Company is consistent with the
                                         provisions of ERISA that require diversification of plan assets and impose other fiduciary
                                         responsibilities. The Subscriber fiduciary or Plan (a) is responsible for the decision
                                         to invest in the Company; (b) is independent of the Company or any of its affiliates;
                                         (c) is qualified to make such investment decision; and (d) in making such decision, the
                                         Purchaser fiduciary or Plan has not relied primarily on any advice or recommendation
                                         of the Company or any of its affiliates.



 


		6.	Transfer
                                         Restrictions. The Subscriber acknowledges and agrees as follows:



 


		a.	The
                                         Shares have not been registered for sale under the Securities Act, in reliance on the
                                         private offering exemption in Section 4(a)(2) thereof; other than as expressly provide
                                         in the Registration Rights Agreement, the Company does not currently intend to register
                                         the Shares under the Securities Act at any time in the future; and the undersigned will
                                         not immediately be entitled to the benefits of Rule 144 with respect to the Shares.



 


		b.	The
                                         Subscriber understands that there are substantial restrictions on the transferability
                                         of the Shares that the certificates representing the Shares shall bear a restrictive
                                         legend in substantially the following form (and a stop-transfer order may be placed against
                                         transfer of such certificates or other instruments):



 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE SECURITIES ACT.


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares
upon which it is stamped, if (a) such Shares are sold pursuant to a registration statement under the Securities Act, or (b) such
holder delivers to the Company an opinion of counsel, reasonably acceptable to the Company, that a disposition of the Shares is
being made pursuant to an exemption from such registration and that the Shares, after such transfer, shall no longer be “restricted
securities” within the meaning of Rule 144.


 









    	 	 	12



     


    

  





		c.	Each
                                         Subscriber understands that until May 22, 2015, the Company was a “shell company”
                                         as defined in Rule 12b-2 under the Exchange Act. Pursuant to Rule 144(i), securities
                                         issued by a current or former shell company (that is, the Shares) that otherwise meet
                                         the holding period and other requirements of Rule 144 nevertheless cannot be sold in
                                         reliance on Rule 144 until one year after the Company (a) is no longer a shell
                                         company; and (b) has filed current “Form 10 information“ (as defined in Rule
                                         144(i)) with the SEC reflecting that it is no longer a shell company, and provided
                                         that at the time of a proposed sale pursuant to Rule 144, the Company is subject
                                         to the reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed
                                         all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange
                                         Act, as applicable, during the preceding 12 months (or for such shorter period that the
                                         issuer was required to file such reports and materials), other than Form 8-K reports.
                                         As a result, the restrictive legends on certificates for the Shares cannot be removed
                                         except in connection with an actual sale meeting the foregoing requirements or pursuant
                                         to an effective registration statement.



 


		7.	Indemnification.



 


		a.	The
                                         Subscriber agrees to indemnify and hold harmless the Company, the Placement Agents and
                                         any other broker, agent or finder engaged by the Company for the Offering, and their
                                         respective officers, directors, shareholders, members, partners, employees and agents,
                                         (and any other persons with a functionally equivalent role of a person holding such titles
                                         notwithstanding a lack of such title or any other title), each person who controls such
                                         indemnified person (within the meaning of Section 15 of the Securities Act and Section 20
                                         of the Exchange Act), and the directors, officers, shareholders, agents, members, partners
                                         or employees (and any other persons with a functionally equivalent role of a person holding
                                         such titles notwithstanding a lack of such title or any other title) of such controlling
                                         person, from and against all losses, liabilities, claims, damages, costs, fees and expenses
                                         whatsoever (including, but not limited to, any and all expenses incurred in investigating,
                                         preparing or defending against any litigation commenced or threatened) based upon or
                                         arising out of the Subscriber’s actual or alleged false acknowledgment, representation
                                         or warranty, or misrepresentation or omission to state a material fact, or breach by
                                         the Subscriber of any covenant or agreement made by the Subscriber, contained herein
                                         or in any other document delivered by the Subscriber in connection with this Agreement.
                                         The liability of the Subscriber under this paragraph shall not exceed the aggregate Purchase
                                         Price paid by the Subscriber for Shares hereunder.



 


		b.	The
                                         Company agrees to indemnify and hold harmless the Subscriber from and against all losses,
                                         liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not
                                         limited to, any and all expenses incurred in investigating, preparing or defending against
                                         any litigation commenced or threatened) based upon or arising out of the Company’s
                                         actual or alleged false acknowledgment, representation or warranty, or misrepresentation
                                         or omission to state a material fact, or breach by the Company of any covenant or agreement
                                         made by the Company, contained herein or in any other any other Disclosure Materials.
                                         The liability of the Company under this paragraph shall not exceed the total Purchase
                                         Price paid by the Subscriber hereunder.








 









    	 	 	13



     


    




 





		c.	Promptly
                                         after receipt by an indemnified party under this Section 7 of notice of the commencement
                                         of any action, such indemnified party will, if a claim in respect thereof is to be made
                                         against the indemnifying party under this Section 7, notify the indemnifying party in
                                         writing of the commencement thereof; but the omission so to notify the indemnifying party
                                         will not relieve it from any liability which it may have to any indemnified party otherwise
                                         than under this Section 7. In case any such action is brought against any indemnified
                                         party, and it notifies the indemnifying party of the commencement thereof, the indemnifying
                                         party will be entitled to participate therein, and to the extent that it may elect by
                                         written notice delivered to the indemnified party promptly after receiving the aforesaid
                                         notice from such indemnified party, to assume the defense thereof, with counsel satisfactory
                                         to such indemnified party; provided, however, if the defendants in any such action include
                                         both the indemnified party and the indemnifying party and either (i) the indemnifying
                                         party or parties and the indemnified party or parties mutually agree or (ii) representation
                                         of both the indemnifying party or parties and the indemnified party or parties by the
                                         same counsel is inappropriate under applicable standards of professional conduct due
                                         to actual or potential differing interests between them, the indemnified party or parties
                                         shall have the right to select separate counsel to assume such legal defenses and to
                                         otherwise participate in the defense of such action on behalf of such indemnified party
                                         or parties. Upon receipt of notice from the indemnifying party to such indemnified party
                                         of its election so to assume the defense of such action and approval by the indemnified
                                         party of counsel, the indemnifying party will not be liable to such indemnified party
                                         under this Section 7 for any legal or other expenses subsequently incurred by such indemnified
                                         party in connection with the defense thereof unless (i) the indemnified party shall have
                                         employed counsel in connection with the assumption of legal defenses in accordance with
                                         the proviso to the next preceding sentence (it being understood, however, that the indemnifying
                                         party shall not be liable for the expenses of more than one separate counsel in such
                                         circumstance), (ii) the indemnifying party shall not have employed counsel satisfactory
                                         to the indemnified party to represent the indemnified party within a reasonable time
                                         after notice of commencement of the action or (iii) the indemnifying party has authorized
                                         the employment of counsel for the indemnified party at the expense of the indemnifying
                                         party. No indemnifying party shall (i) without the prior written consent of the indemnified
                                         parties (which consent shall not be unreasonably withheld), settle or compromise or consent
                                         to the entry of any judgment with respect to any pending or threatened claim, action,
                                         suit or proceeding in respect of which indemnification or contribution may be sought
                                         hereunder (whether or not the indemnified parties are actual or potential parties to
                                         such claim or action) unless such settlement, compromise or consent includes an unconditional
                                         release of each indemnified party from all liability arising out of such claim, action,
                                         suit or proceeding, or (ii) be liable for any settlement of any such action effected
                                         without its written consent (which consent shall not be unreasonably withheld), but if
                                         settled with its written consent or if there be a final judgment of the plaintiff in
                                         any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified
                                         party from and against any loss or liability by reason of such settlement or judgment.



 


		8.	Revocability;
                                         Binding Effect. The subscription hereunder may be revoked prior to the Closing thereon,
                                         provided that written notice of revocation is sent and is received by the Company or
                                         a Placement Agent at least three business days prior to the Closing on such subscription.
                                         The Subscriber hereby acknowledges and agrees that this Agreement shall survive the death
                                         or disability of the Subscriber and shall be binding upon and inure to the benefit of
                                         the parties and their heirs, executors, administrators, successors, legal representatives
                                         and permitted assigns. If the Subscriber is more than one person, the obligations of
                                         the Subscriber hereunder shall be joint and several and the agreements, representations,
                                         warranties and acknowledgments herein shall be deemed to be made by and be binding upon
                                         each such person and such person’s heirs, executors, administrators, successors,
                                         legal representatives and permitted assigns.



 


		9.	Modification.
                                         This Agreement shall not be modified or waived except by an instrument in writing
                                         signed by the party against whom any such modification or waiver is sought to be enforced.




 









    	 	 	14



     


    







 


		10.	Immaterial
                                         Modifications to the Registration Rights Agreement. The Company may, at any time
                                         prior to the initial Closing, amend the Registration Rights Agreement if necessary to
                                         clarify any provision therein, without first providing notice or obtaining prior consent
                                         of the Subscriber.



 


		11.	Notices.
                                         Any notice or other communication required or permitted to be given hereunder shall
                                         be in writing and shall be mailed by certified mail, return receipt requested, or delivered
                                         against receipt to the party to whom it is to be given (a) if to the Company, at the
                                         address set forth above, with a copy (which shall not constitute notice) to CKR
                                         Law LLP, 1330 Avenue of the Americas, New York, NY 10019,
                                         Attention: Barrett S. DiPaolo, facsimile +1-212-259-8200,
                                         or (b) if to the Subscriber, at the address set forth on
                                         the Omnibus Signature Page hereof (or, in either case, to such other address as the party
                                         shall have furnished in writing in accordance with the provisions of this Section). Any
                                         notice or other communication given by certified mail shall be deemed given at the time
                                         of certification thereof, except for a notice changing a party’s address which
                                         shall be deemed given at the time of receipt thereof.



 


		12.	Assignability.
                                         This Agreement and the rights, interests and obligations hereunder are not transferable
                                         or assignable by the Subscriber, and the transfer or assignment of the Shares shall be
                                         made only in accordance with all applicable laws.



 


		13.	Applicable
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of the State of New York, without reference to the principles thereof relating to the
                                         conflict of laws.



 


		14.	Arbitration.
                                         The parties agree to submit all controversies to arbitration in accordance with the
                                         provisions set forth below and understand that:



 


		a.	Arbitration
                                         shall be final and binding on the parties.



 


		b.	The
                                         parties are waiving their right to seek remedies in court, including the right to a jury
                                         trial.



 


		c.	Pre-arbitration
                                         discovery is generally more limited and different from court proceedings.



 


		d.	The
                                         arbitrator’s award is not required to include factual findings or legal reasoning
                                         and any party’s right to appeal or to seek modification of rulings by arbitrators
                                         is strictly limited.



 


		e.	The
                                         panel of arbitrators will typically include a minority of arbitrators who were or are
                                         affiliated with the securities industry.








 





	 	f.	All controversies which may arise between the parties concerning this Agreement shall be determined by arbitration pursuant to the rules then pertaining to the Financial Industry Regulatory Authority. Judgment on any award of any such arbitration may be entered in the courts of the State of North Carolina sitting in Mecklenburg County and the United States District Court for the Western District of North Carolina sitting in Charlotte, and any state or appellate court therefrom, or in any other court having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for the confirmation of any award in any arbitration shall be sufficient if given in accordance with the provisions of this Agreement. The parties agree that the determination of the arbitrators shall be binding and conclusive upon them. The prevailing party, as determined by such arbitrators, in a legal proceeding shall be entitled to collect any costs, disbursements and reasonable attorney’s fees from the other party. Prior to filing an arbitration, the parties hereby agree that they will attempt to resolve their differences first by submitting the matter for resolution to a mediator, acceptable to all parties, and whose expenses will be borne equally by all parties. The mediation will be held in the County of Mecklenburg, North Carolina, on an expedited basis. If the parties cannot successfully resolve their differences through mediation, the matter will be resolved by arbitration as provided above. The arbitration shall take place in the Charlotte, North Carolina, on an expedited basis.




 




    	 	 	15



     


    




 


		15.	Blue
                                         Sky Qualification. The purchase of Shares under this Agreement is expressly conditioned
                                         upon the exemption from qualification of the offer and sale of the Shares from applicable
                                         federal and state securities laws. The Company shall not be required to qualify this
                                         transaction under the securities laws of any jurisdiction and, should qualification be
                                         necessary, the Company shall be released from any and all obligations to maintain its
                                         offer, and may rescind any sale contracted, in the jurisdiction.



 


		16.	Use
                                         of Pronouns. All pronouns and any variations thereof used herein shall be deemed
                                         to refer to the masculine, feminine, neuter, singular or plural as the identity of the
                                         person or persons referred to may require.



 


		17.	Confidentiality.
                                         The Subscriber acknowledges and agrees that any information or data the Subscriber
                                         has acquired from or about the Company or may acquire in the future, not otherwise properly
                                         in the public domain, including, without limitation, the Disclosure Materials, was received
                                         in confidence. The Subscriber agrees not to divulge, communicate or disclose, except
                                         as may be required by law or for the performance of this Agreement, or use to the detriment
                                         of the Company or for the benefit of any other person, or misuse in any way, any confidential
                                         information of the Company, including any scientific, technical, trade or business secrets
                                         of the Company and any scientific, technical, trade or business materials that are treated
                                         by the Company as confidential or proprietary, including, but not limited to, internal
                                         personnel and financial information of the Company or its affiliates, the manner and
                                         methods of conducting the business of the Company or its affiliates and confidential
                                         information obtained by or given to the Company about or belonging to third parties.
                                         The Subscriber understands that the Company may rely on Subscriber’s agreement
                                         of confidentiality to comply with the exemptive provisions of Regulation FD under the
                                         Securities Act of 1933 as set forth in Rule 100(a)(b)(2)(ii) of Regulation FD. In addition,
                                         the Subscriber acknowledges that it is aware that the United States securities laws generally
                                         prohibit any person who is in possession of material nonpublic information about a public
                                         company such as the Company from purchasing or selling securities of such company. The
                                         provisions of this Section 17 are in addition to and not in replacement of any other
                                         confidentiality agreement between the Company and the Subscriber.






 





		18.	Price
                                         Protection. If, during the period from the first Closing of the Offering until ninety
                                         (90) days after the date on which the Registration Statement (as defined in the Registration
                                         Rights Agreement) is declared effective by the SEC, the Company shall issue Additional
                                         Shares of Common Stock (as defined below) for a consideration per share, or with an exercise
                                         or conversion price per share, less than the Purchase Price (adjusted proportionately
                                         (or if it cannot be adjusted proportionately, then equitably) for any event described
                                         in clause (ii) of the following paragraph occurring after the first Closing of the Offering)
                                         (the “Lower Price”), the Subscriber shall be entitled to receive
                                         from the Company (for no additional consideration) additional Shares in an amount such
                                         that, when added to the number of Shares purchased by Subscriber under this Agreement,
                                         will equal the number of Shares that the Subscriber’s Purchase Price for the Shares
                                         set forth on the Subscriber’s signature page hereof would have purchased at the
                                         Lower Price.


















    	 	 	16



     


    

  


“Additional
Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the first Closing of the
Offering (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities
or upon exercise of any option, warrant or other right, on an as-converted or as-exercised basis, as of the date of issuance of
such security, option, warrant or right), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange
of any convertible securities or exercise of any options, warrants or other rights outstanding as of the initial Closing; (ii)
shares of Common Stock issued or issuable upon exercise of the Placement Agent Warrants; (iii) shares of Common Stock issued or
issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock relating to any recapitalization,
reclassification or reorganization of the capital stock of the Company or otherwise, or any consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its assets or other transaction effected in such a way that
there is no change of control; (iv) shares of Common Stock issued in a firmly underwritten registered public offering under the
Securities Act; (v) shares of Common Stock issued or issuable pursuant to the acquisition of another entity or business by the
Company by merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture or technology
license agreement, but not including a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities; (vi) shares of Common Stock issued or issuable
to officers, directors and employees of, or consultants to, the Company pursuant to stock grants, option plans, purchase plans
or other employee stock incentive programs or arrangements approved by the Board of Directors, or upon exercise of options or
warrants granted to such parties pursuant to any such plan or arrangement; and (vii) securities issued to financial institutions,
institutional investors or lessors in connection with credit arrangements, equipment financings, lease arrangements or similar
transactions, in the aggregate not exceeding ten percent (10%) of the number of shares of Common Stock outstanding at any time,
and in case of clauses (iii) through (vii) above, such issuance is approved by a majority of disinterested directors of the Company
and includes no “death spiral” provision of any kind. 


 





		19.	Miscellaneous.








 


		a.	This
                                         Agreement, together with the Registration Rights Agreement and any confidentiality agreement
                                         between the Subscriber and the Company, constitute the entire agreement between the Subscriber
                                         and the Company with respect to the Offering and supersede all prior oral or written
                                         agreements and understandings, if any, relating to the subject matter hereof. The terms
                                         and provisions of this Agreement may be waived, or consent for the departure therefrom
                                         granted, only by a written document executed by the party entitled to the benefits of
                                         such terms or provisions.



 


		b.	The
                                         representations and warranties of the Company and the Subscriber made in this Agreement
                                         shall survive the execution and delivery hereof and delivery of the Shares
                                         for a period of twelve (12) months following the Closing Date.



 


		c.	Each
                                         of the parties hereto shall pay its own fees and expenses (including the fees of any
                                         attorneys, accountants, appraisers or others engaged by such party) in connection with
                                         this Agreement and the transactions contemplated hereby, whether or not the transactions
                                         contemplated hereby are consummated.











 






    	 	 	17



     


    







		d.	This
                                         Agreement may be executed in one or more original or facsimile (including by an e-mail
                                         which contains a.pdf file of an executed signature page) counterparts, each of which
                                         shall be deemed an original, but all of which shall together constitute one and the same
                                         instrument and which shall be enforceable against the parties actually executing such
                                         counterparts. The exchange of copies of this Agreement and of signature pages by facsimile
                                         transmission or in .pdf format shall constitute effective execution and delivery of this
                                         Agreement as to the parties and may be used in lieu of the original Agreement for all
                                         purposes. Signatures of the parties transmitted by facsimile or by e-mail of a document
                                         in pdf format shall be deemed to be their original signatures for all purposes.



 


		e.	Each
                                         provision of this Agreement shall be considered separable and, if for any reason any
                                         provision or provisions hereof are determined to be invalid or contrary to applicable
                                         law, such invalidity or illegality shall not impair the operation of or affect the remaining
                                         portions of this Agreement.



 


		f.	Paragraph
                                         titles are for descriptive purposes only and shall not control or alter the meaning of
                                         this Agreement as set forth in the text.



 


		g.	The
                                         Subscriber understands and acknowledges that there may be multiple Closings for the Offering.



 


		h.	The
                                         Subscriber hereby agrees to furnish the Company such other information as the Company
                                         may request prior to the Closing with respect to its subscription hereunder.



 


		20.	Omnibus
                                         Signature Page. This Agreement is intended to be read and construed in conjunction
                                         with the Registration Rights Agreement. Accordingly, pursuant to the terms and conditions
                                         of this Agreement and the Registration Rights Agreement, it is hereby agreed that the
                                         execution by the Subscriber of this Agreement, in the place set forth on the Omnibus
                                         Signature Page below, shall constitute agreement to be bound by the terms and conditions
                                         hereof and the terms and conditions of the Registration Rights Agreement, with the same
                                         effect as if each of such separate but related agreement were separately signed.



 


		21.	Public
                                         Disclosure. Neither the Subscriber nor any officer, manager, director, member, partner,
                                         stockholder, employee, affiliate, affiliated person or entity of the Subscriber shall
                                         make or issue any press releases or otherwise make any public statements or make any
                                         disclosures to any third person or entity with respect to the transactions contemplated
                                         herein and will not make or issue any press releases or otherwise make any public statements
                                         of any nature whatsoever with respect to the Company without the Company’s express
                                         prior approval. The Company has the right to withhold such approval in its sole discretion.



 


		22.	Potential
                                         Conflicts.Legal counsel to the Company and the Placement Agents or any brokers
                                         that may be retained by the Company in connection with the Offering, and/or their respective
                                         affiliates, principals, representatives or employees, may now or hereafter own stock
                                         of the Company or warrants to purchase Company stock.



 


[Signature
page follows.]


 









    	 	 	18



     


    

 


IN
WITNESS WHEREOF, the Company has duly executed this Subscription Agreement as of the ____ day of ____________, 2016.


 


	 	AKOUSTIS TECHNOLOGIES,
    INC.
	 	 	 
	 	By:	 
	 	 	Name:	 Jeffrey B. Shealy
	 	 	Title:	Chief Executive Officer


 




    	 	 	19



     


    

 


How
to subscribe for Shares in the private offering of


Akoustis
Technologies, Inc.:


 


		1.	Date
                                         and Fill in the number of Shares being purchased and complete and sign the
                                         Omnibus Signature Page.



 


		2.	Initial
                                         the Investor Certification in the appropriate place or places.



 


		3.	Complete
                                         and sign the Investor Profile.



 


		4.	Complete
                                         and sign the Anti-Money Laundering Information Form.



 


		5.	Fax
                                         or email all forms and then send all signed original documents to:



 


CKR
LAW LLP


1330
Avenue of the Americas


New
York, NY 10019


Facsimile
Number: (212) 259-8200


Telephone
Number: (212) 259-7300


Attn:
Kathleen L. Rush


E-mail
Address: krush@CKRlaw.com


 


		6.	If
                                         you are paying the Purchase Price by wire transfer, you should send a wire transfer
                                         for the exact dollar amount of the Purchase Price for the number of Shares you are purchasing
                                         according to the following instructions:



 


	Bank:	PNC Bank
	 	300 Delaware Avenue
	 	Wilmington, DE  19899
	ABA Routing #:	031100089
	SWIFT CODE:	PNCCUS33
	Account Name:	Delaware Trust Company
	Account #:	5605012373
	Reference:	“FFC:
    Akoustis Technologies, Inc. 79-2659 – 

    [INSERT SUBSCRIBER’S NAME]”


 


Thank
you for your interest,


 


Akoustis
Technologies, Inc.


 




     


     


    

 


Akoustis Technologies, Inc.


OMNIBUS SIGNATURE PAGE TO


SUBSCRIPTION AGREEMENT AND REGISTRATION
RIGHTS AGREEMENT


 


The undersigned, desiring to: (i) enter
into the Subscription Agreement, dated as of ____________ ___,1 2016 (the “Subscription
Agreement”), between the undersigned, Akoustis Technologies, Inc., a Nevada
corporation (the “Company”), and the other parties thereto, in or substantially
in the form furnished to the undersigned, (ii) enter into the Registration Rights Agreement (the “Registration Rights Agreement”),
among the undersigned, the Company and the other parties thereto, in or substantially in the form furnished to the undersigned
and (iii) purchase the Shares of the Company’s securities as set forth in the Subscription Agreement and below, hereby agrees
to purchase such Shares from the Company and further agrees to join the Subscription Agreement and the Registration Rights Agreement
as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions
thereof. The undersigned specifically acknowledges having read the representations section in the Subscription Agreement entitled
“Representations and Warranties of the Subscriber” and hereby represents that the statements contained therein are
complete and accurate with respect to the undersigned as a Subscriber.


 


IN WITNESS WHEREOF, the Subscriber hereby
executes this Subscription Agreement and the Registration Rights Agreement.


 


Dated: ___________________________, 2016


 


	 	X	$1.60	=	$	 
	Number of Shares	 	Purchase Price per Share	 	Total Purchase Price	 


 


	SUBSCRIBER
    (individual)	 	SUBSCRIBER (entity)	 
	 	 	 	 
	 	 	 	 
	Signature	 	Name of Entity	 
	 	 	 	 
	 	 	 	 
	Print Name	 	Signature	 
	 	 	 	 
	 	 	Print Name:	 	 
	Signature (if Joint Tenants or Tenants in Common)	Title:	 	 
	 	 	 	 
	Address of Principal Residence:	 	Address of Executive Offices:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Social Security Number(s):	 	IRS Tax Identification Number:	 
	 	 	 	 
	 	 	 	 
	Telephone Number:	 	Telephone Number:	 
	 	 	 	 
	 	 	 	 
	Facsimile Number:	 	Facsimile Number:	 
	 	 	 	 
	 	 	 	 
	E-mail Address:	 	E-mail Address:	 
	 	 	 	 


 





 






1
Will reflect the Closing Date. Not to be completed by Subscriber.


 




     


     


    

 


Akoustis Technologies, Inc.


ACCREDITED INVESTOR CERTIFICATION


 


For Individual Investors Only


(all Individual Investors
must INITIAL where appropriate):


 


	Initial _______ 	I have a net worth of at least US$1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.)
	Initial _______	I have had an annual gross income for the past two years of at least US$200,000 (or US$300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	Initial _______	I am a director or executive officer of Akoustis Technologies, Inc.


 


For Non-Individual
Investors (Entities)


(all Non-Individual
Investors must INITIAL where appropriate):


 


	Initial _______	The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above (in which case each such person must complete the Accreditor Investor Certification for Individuals above as well the remainder of this questionnaire) . 
	Initial _______	The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least US$5 million and was not formed for the purpose of investing the Company.
	Initial _______	The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.
	Initial _______	The investor certifies that it is an employee benefit plan whose total assets exceed US$5,000,000 as of the date of this Agreement.
	Initial _______	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet at least one of the criteria for Individual Investors.
	Initial _______	The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
	Initial _______	The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	Initial _______	The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding US$5,000,000 and not formed for the specific purpose of investing in the Company.
	Initial _______	The investor certifies that it is a trust with total assets of at least US$5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
	Initial _______	The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of US$5,000,000.
	Initial _______	The investor certifies that it is an insurance company as defined in §2(13) of the Securities Act of 1933, or a registered investment company.


 




     


     


    

 


Akoustis Technologies, Inc.


Investor Profile


(Must be completed by Investor)


 


Section A - Personal Investor Information


 


	Investor Name(s): 	 


 


	Individual executing Profile or Trustee:   	 


 


	Social Security Numbers / Federal I.D. Number:   	 


 


	Date of Birth:	 	Marital Status: 	 
	Joint Party Date of Birth:	 	Investment Experience (Years): 	 
	Annual Income:	 	Liquid Net Worth: 	 
	 	 	 	 
	Net Worth*:	 	 	 


 


	Tax Bracket:	_____ 15% or below	_____ 25% - 27.5%	_____ Over 27.5%


 


	Home Street Address:   	 


 


	Home City, State & Zip Code:  	 


 


	Home Phone: 	 	Home Fax: 	 	Home Email: 	 


 


	Employer:   	 


 


	Employer Street Address:   	 


 


	Employer City, State & Zip Code:   	 


 


	Bus. Phone: 	 	Bus. Fax: 	 	Bus. Email: 	 


 


	Type of Business:   	 


 


	Outside Broker/Dealer:   	 


 


Section B – Certificate Delivery
Instructions


 


____ Please deliver certificate to the Employer Address listed
in Section A.


____ Please deliver certificate to the Home Address listed in
Section A.


____ Please deliver certificate to the following address: ____________________________________________


 


Section C – Form of Payment
–Wire Transfer


 ____


____ Wire
funds from my outside account according to Section 2(b) of the Subscription Agreement, Delaware Trust Company, Escrow Agent for
Akoustis Technologies, Inc. Acct# 79-2659, insert Subscriber’.


____ The funds for this investment
are rolled over, tax deferred from __________ within the allowed 60 day window.


 


Please check if you are a FINRA member
or affiliate of a FINRA member firm: ____


 


	 	 	 
	Investor Signature	 	Date


 


		*	For purposes of calculating your net worth in this form, (a) your primary residence shall
not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your
primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount
of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such
time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability);
and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence
at the time of your purchase of the securities shall be included as a liability. 



 




     


     


    

 


ANTI MONEY LAUNDERING REQUIREMENTS


 


The USA PATRIOT Act


 


The USA PATRIOT Act is designed to detect,
deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage
firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money
laundering programs.


 


To help you understand these efforts, we
want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.


 


What is money laundering?


 


Money laundering is the process of disguising
illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection
with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.


 


How big is the problem and why is it
important?


 


The use of the U.S. financial system by
criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department,
one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.


 


What are we required to do to eliminate
money laundering?


 


Under rules required by the USA PATRIOT
Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent
audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with such laws.
As part of our required program, we may ask you to provide various identification documents or other information. Until you provide
the information or documents we need, we may not be able to effect any transactions for you.


 




     


     


    

 


ANTI-MONEY
LAUNDERING INFORMATION FORM


The following is required in accordance
with the AML provision of the USA PATRIOT ACT.


(Please fill out and return
with requested documentation.)


 


	INVESTOR NAME:	 	 
	 	 	 
	LEGAL ADDRESS:	 	 
	 	 	 
	 	 	 
	SSN# or TAX ID#	 	 
	OF INVESTOR:	 	 
	 	 	 
	YEARLY INCOME:	 	 
	 	 	 
	NET WORTH:	 	*


 


* For purposes of calculating your net
worth in this form, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary
residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall
not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the
securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence,
the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in
excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included
as a liability. 


 


	INVESTMENT OBJECTIVE(S) (FOR ALL INVESTORS):	 
	 	 
	ADDRESS OF BUSINESS OR OF EMPLOYER:	 
	 	 
	 	 
	 	 
	FOR INVESTORS WHO ARE INDIVIDUALS:  AGE:	 


 


	FOR INVESTORS WHO ARE INDIVIDUALS:  OCCUPATION:	 
	 	 
	FOR INVESTORS WHO ARE ENTITIES:  TYPE OF BUSINESS:	 


 


IDENTIFICATION & DOCUMENTATION
AND SOURCE OF FUNDS:


 


		1.	Please submit a copy of non-expired identification for the authorized signatory(ies) on the investment
documents, showing name, date of birth, address and signature. The address shown on the identification document MUST match the
Investor’s address shown on the Investor Signature Page.



 


	Current Driver’s License	or	Valid Passport	or	Identity Card
	 	 	(Circle one or more)	 	 


 


		2.	If the Investor is a corporation, limited liability company, trust or other type of entity, please
submit the following requisite documents: (i) Articles of Incorporation, By-Laws, Certificate of Formation, Operating Agreement,
Trust or other similar documents for the type of entity; and (ii) Corporate Resolution or power of attorney or other similar document
granting authority to signatory(ies) and designating that they are permitted to make the proposed investment.



 


		3.	Please advise where the funds were derived from to make the proposed investment:



 


	Investments	Savings	Proceeds of Sale	Other ____________
	 	 	(Circle one or more)	 


 


	Signature:  	 	 
	 	 	 
	Print Name:  	 	 
	 	 	 
	Title (if applicable):  	 	 
	 	 	 
	Date:  	 	 


 






     


     


    

 


Schedule 3


 


Pursuant to the Placement Agency Agreement
by and between the Company and Northland Securities, Inc. (“Northland”), dated as of April
1, 2016, the Company is required to offer Northland the right to serve as bookrunner (in the case of a public offering) or as placement
agent (in the case of a private or registered direct offering), until October 1, 2016.


 


At the Company's request, Northland shall
agree to act as a joint bookrunner or co-agent with another underwriter or agent, provided that Northland shall be entitled to
(i) no less than 50% of the total allocation of the securities to the agents or underwriters and (ii) no less than its pro rata
portion of the discounts, commissions or fees to the agents or underwriters, based on the percentage of the total offering that
Northland actually places or underwrites. If Northland agrees to act in such capacity, the Company and Northland will enter into
an appropriate form of separate agreement containing customary terms and conditions to be mutually agreed upon.


 




     


     


    

 


Schedule 4a


 


Subsidiaries


 


Akoustis, Inc., a Delaware corporation


 




     


     


    

 


Schedule 4c


 


Capitalization


 


		(ii)	Options, Warrants, etc.



 


As of December 31, 2015, the Company
had options to purchase 160,000 shares of common stock issued and outstanding and warrants to purchase 324,650 shares of common
stock issued and outstanding.


 


		(iv)	Registration rights



 


Pursuant to that certain registration
rights agreement (the “2015 Registration Rights Agreement”) entered into by the Company and the subscribers in the
private placement offering of Common Stock conducted by the Company in May and June 2015 (the “2015 Offering”), the
Company is required to maintain the effectiveness of the Registration Statement on Form S-1 declared effective by the Securities
and Exchange Commission on October 20, 2015 for a period of twenty-four (24) months. In addition, the 2015 Registration Rights
Agreement provides for customary piggyback registration rights. A copy of the 2015 Registration Rights Agreement is filed as Exhibit
10.9 to the Current Report on Form 8-K filed by the Company with the SEC on May 29, 2015, the text of which is incorporated herein
by reference.


 


		(vi)	Anti-dilution or similar provisions



 


Until May 22, 2016, subscribers
in the 2015 Offering have anti-dilution protection. Subject to certain customary exceptions, if the Company issues additional shares
of Common Stock at a purchase price (or securities exchangeable or exercisable for Common Stock with an exchange or exercise price)
lower than $1.50 per share (the “Lower Price”), each such subscriber shall be entitled to receive from the Company
(for no additional consideration) additional shares of Common Stock in an amount such that when added to the number of shares purchased
in the 2015 Offering, will equal the number of shares that the subscriber’s aggregate purchase price paid in the 2015 Offering
would have purchased at the Lower Price. A copy of the Subscription Agreement containing such rights is filed as Exhibit 10.5 to
the Current Report on Form 8-K filed by the Company with the SEC on May 29, 2015, the text of which is incorporated herein by reference.


 




     


     


    

 


Schedule 4e


 


Consents


 


None


 




     


     


    

 


Schedule
4f


 


Litigation


 


None


 




     


     


    

 


Schedule 4k


 


Intellectual Property Rights


 


No exceptions.


 




     


     


    

 


Schedule 4n


 


Title 


 


No exceptions


 




     


     


    

 


Schedule 4q


 


Rights of First Refusal


 


Pursuant to the Placement Agency
Agreement by and between the Company and Northland Securities, Inc. (“Northland”),
dated as of April 1, 2016        the Company is required to offer Northland the right to serve as
bookrunner (in the case of a public offering), or as placement agent (in the case of a private or registered direct
offering), until  October 2016.


 


At the Company's request, Northland shall
agree to act as a joint bookrunner or co-agent with another underwriter or agent, provided that Northland shall be entitled to
(i) no less than 50% of the total allocation of the securities to the agents or underwriters and (ii) no less than its pro rata
portion of the discounts, commissions or fees to the agents or underwriters, based on the percentage of the total offering that
Northland actually places or underwrites. If Northland agrees to act in such capacity, the Company and Northland will enter into
an appropriate form of separate agreement containing customary terms and conditions to be mutually agreed upon.


 


 




     


     


    

 


Schedule
4t


 


Brokers’ Fees


 


See Schedule 3.


 




     


     


    

 


EXHIBIT A


 


Form of Registration Rights
Agreement