Exhibit 10.33.2


 


Highly
Confidential


 





December
8, 2017


 


Akoustis
Technologies, Inc.


9805
Northcross Center Court





Suite
H





Huntersville,
NC 28078


 


Attn:       Mr.
Jeffrey Shealy


President
and Chief Executive Officer


 


FIRST
AMENDMENT TO ENGAGEMENT AGREEMENT PROVIDING FOR INVESTMENT BANKING SERVICES


 


Dear
Mr. Shealy:


 


This
letter (“First Amendment”) hereby amends the Engagement Agreement Providing for Investment Banking Services
(the “Engagement”) dated November 13, 2017 between Akoustis Technologies, Inc. and Joseph Gunnar & Co.,
LLC. As between the parties this amendment letter shall be effective as of December 7, 2017.


 


This
First Amendment hereby amends and restates the third paragraph of Section 4 as follows:


 


The
Company represents and warrants to Joseph Gunnar that all Information relating to the Company or which the Company provides in
writing (collectively, the “Materials”) will be materially complete and correct. Joseph Gunnar agrees that
it will not and will cause its affiliates not to disclose the Materials, this Agreement, the contents thereof or the activities
of the Company pursuant hereto, directly or indirectly, to any person without the prior written approval of the Company, except
that Joseph Gunnar may disclose the Materials (i) to any prospective investor that has entered into a customary form of confidentiality
agreement (including a “click-through” on a secure website) by or on behalf of the Company and (ii) as required by
applicable law or regulation or compulsory legal, judicial, administrative or regulatory process (in which case Joseph Gunnar
will inform any such persons of the confidentiality obligations contained herein). The obligations of Joseph Gunnar pursuant to
this paragraph shall survive any expiration or termination of this agreement or Joseph Gunnar’s engagement hereunder. The
Company represents and warrants that any projections provided by it to Joseph Gunnar will have been prepared in good faith and
will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes
and confirms that Joseph Gunnar (i) will use and rely primarily on the Materials and on information available from generally recognized
public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii)
is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Joseph Gunnar for
transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through”
on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of
the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue
to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to
perform the services contemplated hereby (it being understood that Joseph Gunnar will not be authorized to act as an initial purchaser
or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933).


 






    	 1



     


    

 


Highly
Confidential


 


All
other provisions of the Engagement shall remain unchanged.


 


(intentionally
blank, signature page to follow)


 




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Highly
Confidential


 


IN
WITNESS WHEREOF, this First Amendment has been executed on the date first above written.


 





	 	Very truly yours,
	 	 	 
	 	JOSEPH GUNNAR & CO., LLC
	 	 	 
	 	By:	/s/ Eric
    Lord
	 	 	 
	 	Name: Eric Lord
	 	 	 
	 	Title: Head of Investment Banking/Underwritings







 


Accepted
and agreed to as of the date first written above:


 





	AKOUSTIS TECHNOLOGIES, INC.	 
	 	 	 
	By:	/s/ John
    T. Kurtzweil	 
	 	 	 
	Name:     John
    T. Kurtzweil	 
	 	 	 
	Title:       Chief
    Financial Officer	 







 






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