Exhibit
10.1


 


REGISTRATION RIGHTS AGREEMENT


  


Akoustis Technologies, Inc.,
a Delaware corporation (the “Company”) proposes to issue and sell to the Purchasers, upon the terms set forth in the
Purchase Agreement (as hereinafter defined) $44,000,000 in aggregate principal amount of the Company’s 6.0% Convertible Senior Notes
due 2027 (the “Notes”), and the Guarantor (as hereinafter defined) propose to issue and sell to the Purchasers the
Guarantee (as hereinafter defined and, together with the Notes, the “Securities”). The Notes will be guaranteed (the
“Guarantee”) by Akoustis, Inc. (the “Guarantor”). The Securities will be convertible into shares
of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to certain limitations as
set forth in the Indenture (as defined herein). The Securities will be issued pursuant to an Indenture, dated as of June 9, 2022 (as
amended and supplemented from time to time in accordance with its terms, the “Indenture”), among the Company, the Guarantor
and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”).


 


As an inducement to the Purchasers
to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and
the Guarantor agrees with the Purchasers for the benefit of the Holders (as hereinafter defined) from time to time of the Registrable
Securities (as hereinafter defined) as follows:


 


1.
Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement.
References to filing a document with the Securities and Exchange Commission (the “Commission”) shall mean to file such
document with the Commission via the Commission’s Electronic Data Gathering, Analysis and Reporting, or EDGAR, system. As used in
this Registration Rights Agreement, the following terms shall have the respective meanings set forth in this Section 1:


 


“Additional Effectiveness Deadline”
shall have the meaning specified in Section 2(b). 


 


“Effective Date” means the date
that a Registration Statement filed pursuant to Section 2(a) or Section 2(b), as applicable, is first declared effective by the Commission.


 


“Effectiveness Deadline” means
the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


“Effectiveness Period” shall
have the meaning set forth in Section 2(a).


 


“Electing Holder” has the meaning
assigned thereto in Section 3(a)(iii).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Filing Deadline” means: (a)
with respect to the initial Registration Statement to be filed pursuant to Section 2(a), the 90th day following the Closing Date, and
(b) with respect to any additional Registration Statement filed pursuant to Section 2(b), the earlier of (i) the 30th day following the
date on which the Commission shall indicate as being the first date or time that such filing may be made or (ii) in the event the Commission
does not so indicate, six (6) months following the Effective Date.


 


“Holder” or “Holders”
means any person that is the record owner of Registrable Securities (and includes any person that has a beneficial interest in any Registrable
Security in book-entry form).


 


“Indemnified Party” shall have
the meaning set forth in Section 5(c).


 


“Indemnifying Party” shall have
the meaning set forth in Section 5(c).


 


“Initial Effectiveness Deadline”
means the earlier of: (i) one-hundred and eighty (180) calendar days after the Closing Date, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the Registration Statement filed pursuant to Section 2(a) will not be
reviewed or is no longer subject to further review and comments.


 




     


     


    

 


“Losses” shall have the meaning
set forth in Section 5(a).


 


“Notice and Questionnaire” means
a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Appendix A hereto.


 


“Opt-Out Notice” shall have
the meaning set forth in Section 3(c).


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus” means the prospectus
included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or 430B promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable
Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Purchase Agreement” means the
Purchase Agreement, dated as of June 7, 2022, by and between the Purchasers and the Company, relating to the Securities.


 


“Registrable Securities” means
the Securities issued pursuant to the Purchase Agreement and the Underlying Securities, together with any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or similar event, or any conversion price adjustment with respect
thereto.


 


“Registration Statement” means:
(i) the initial registration statement which is required to register the resale of the Registrable Securities pursuant to Section 2(a),
and (ii) each additional registration statement, if any, contemplated by Section 2(b), and including, in each case, the Prospectus, amendments
and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


“Required Holders” means the
holders of at least a majority of the Registrable Securities held by Electing Holders.


 


“Rule 144” means Rule 144 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 144A” means Rule 144A
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 415” means Rule 415 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424” means Rule 424 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such Rule.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 




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“Trading Day” means (i) a day
on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market, a day on which
the Common Stock is traded in the over-the-counter market, as reported by the OTCQB market maintained by OTC Markets Group Inc. or (iii)
if the Common Stock is not quoted on the OTCQB, a day on which the Common Stock is quoted in The Pink Open Market maintained by OTC Markets
Group Inc.; provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
Trading Day shall mean a business day (as defined in the Purchase Agreement).


 


“Trading Market” means whichever
of The New York Stock Exchange, the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market or The Nasdaq Global Select Market
on which the Common Stock is listed or quoted for trading on the date in question.


 


“Underlying Securities” means
the shares of Common Stock issuable pursuant to the terms of the Indenture and the Securities, including upon conversion of the Securities,
as part of any Qualifying Fundamental Change Payment (as defined in the Indenture), as part of any Interest Make-Whole Payments (as defined
in the Indenture) or as payment of Common Stock Interest (as defined in the Indenture).


 


2. 
Registration.


 


(a) 
On or prior to each Filing Deadline, the Company and the Guarantor shall prepare and file with the Commission a Registration Statement
covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering
to be made on a continuous or delayed basis pursuant to Rule 415. The Company and the Guarantor shall use their best efforts to cause
the Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the
Effectiveness Deadline, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities
Act until the earliest of (i) the date when all Registrable Securities covered by the Registration Statement have been sold pursuant to
and in accordance with such Registration Statement, (ii) the date when all Registrable Securities have been sold pursuant to Rule 144
and all restrictive legends associated with such Registrable Securities shall have been removed in connection with such sale, (iii) the
date when all Registrable Securities covered by the Registration Statement may be sold by each Holder in a single transaction without
restriction pursuant to Rule 144 and all restrictive legends associated with such Registrable Securities have been removed, (iv) the date
when all Registrable Securities cease to be outstanding or issuable (the “Effectiveness Period”).


 


(b) 
If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement initially
filed pursuant to Section 2(a), then the Company and the Guarantor shall prepare and file as soon as possible after the date on which
the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the 30th day following
such date, or, in the event the Commission does not so indicate, no later than six (6) months after the Effective Date of the Registration
Statement filed pursuant to Section 2(a), an additional Registration Statement covering the resale of all Registrable Securities not already
covered by an existing and effective Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule
415. The Company and the Guarantor shall use their best efforts to cause each such Registration Statement to be declared effective under
the Securities Act as soon as possible but, in any event, no later than the earlier of (i) one-hundred eighty (180) calendar days following
the date on which such Registration Statement is required to be filed under this Registration Rights Agreement and (ii) the fifth Trading
Day following the date on which the Company is notified by the Commission that a Registration Statement filed pursuant to this Section
2(b) will not be reviewed or is no longer subject to further review and comment (the “Additional Effectiveness Deadline”
for such Registration Statement), and shall use its best efforts to keep such Registration Statement continuously effective under the
Securities Act during the Effectiveness Period. To the extent the staff of the Commission does not permit all of the Registrable Securities
that have not yet been covered on an effective Registration Statement (the “Unregistered Registrable Securities”)
to be registered on such additional Registration Statement, the Company and the Guarantor shall file additional Registration Statements
successively trying to register on each such Registration Statement the maximum number of Unregistered Registrable Securities until all
of the Registrable Securities have been registered with the Commission.


 




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(c) 
If: (i) a Registration Statement is not filed on or prior to its Filing Deadline, or (ii) a Registration Statement is not declared effective
by the Commission on or prior to its required Effectiveness Deadline, or (iii) after its Effective Date, such Registration Statement ceases
for any reason to be effective and available to the Holders as to the offer and sale of all Registrable Securities to which it is required
to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than 15 consecutive days or more than
45 days in any 365 consecutive day period or the Company’s Common Stock is not listed or included for quotation on a Trading Market
for any period of more than five consecutive Trading Days, (any such failure or breach being referred to as an “Event”
and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 15th
consecutive day (or 45th day in the aggregate) is exceeded, being referred to as “Event Date”), then, in addition
to any other rights available to the Holders: (x) on such Event Date additional interest (“Additional Interest”) and
not as a penalty, will accrue at a rate per annum of 0.50% of the principal amount of such Registrable Securities included (or to be included)
in such Registration Statement for the first 90-day period following such Event Date; and (y) thereafter at a rate per annum of 1.00%
of the principal amount of such Registrable Securities, provided, that all periods shall be tolled, with respect to a Holder, by
the number of Trading Days in excess of five (5) during which such Holder fails to provide the Company with information regarding such
Holder which was requested by the Company in writing in order to effect the registration of such Holder’s Registrable Securities
other than with respect to an Event covered by clause (iii) of this paragraph unrelated to such Holder’s information. It shall be
a condition precedent to the obligations of the Company to pay any Additional Interest pursuant to this Section 2 with respect to the
Registrable Securities of any Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable
Securities held by it as contemplated by the preceding sentence. In the event the Company fails to pay Additional Interest in a timely
manner, such Additional Interest shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid
in full.


 


(d) 
The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities
included therein shall be allocated pro rata among the Electing Holders based on the number of Registrable Securities held by each Electing
Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is filed with
the Commission. In the event that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities, each transferee
shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for
such transferor. Any Registrable Securities included in a Registration Statement which remain allocated to any Person which ceases to
hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Electing Holders, pro rata
based on the number of Registrable Securities then held by such Electing Holders which are covered by such Registration Statement. In
no event shall the Company and the Guarantor include any securities other than Registrable Securities on any Registration Statement without
the prior written consent of the Required Holders.


 


(e) 
Each Holder shall comply with the prospectus delivery requirements of the Securities Act, or an exemption therefrom, in connection with
the offer or sale of any Registrable Securities pursuant to the Registration Statement. Each Holder, by such Holder’s acceptance
of the Registrable Securities, agrees to cooperate with the Company and the Guarantor as reasonably requested by the Company and the Guarantor
in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company and
the Guarantor in writing of such Holder’s election to exclude all of such Holder’s Registrable Securities from such Registration
Statement.


 


(f) 
In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company and the
Guarantor shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to a majority
of the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided
that the Company and the Guarantor shall maintain the effectiveness of the Registration Statement then in effect until such time as a
Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 


(g) Within
two (2) business days following the Effective Date, the Company and the Guarantor shall file with the Commission in accordance with Rule
424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 






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(h) After
the Effective Date of a Registration Statement, as soon as practicable upon the request of any Holder of Registrable Securities that is
not then an Electing Holder, the Company and the Guarantor shall take any action reasonably necessary to enable such Holder to use the
Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify
such Holder as a selling securityholder in the Registration Statement provided, however, that nothing in this subparagraph shall relieve
such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii)
hereof.


 


(i) If
at any time the Securities, pursuant to Section 9.07 of the Indenture, are convertible into securities other than the Underlying Securities,
the Company and the Guarantor shall cause, or cause any successor under the Indenture to cause, such securities to be included in the
Registration Statement no later than the date on which the Securities may then be convertible into such securities.


 


3. 
Registration Procedures.


 


In connection with the Company’s and the
Guarantor’s registration obligations hereunder, the following provisions shall apply:


 


(a) 
       (i) Not less than thirty (30) calendar days prior to the Effective Date, the Company and the Guarantor shall mail the Notice and Questionnaire
to the Holders of Registrable Securities. No Holder shall be entitled to be named as a selling securityholder in the Registration Statement
as of the Effective Date, and no Holder shall be entitled to use the Prospectus forming a part thereof for resales of Registrable Securities
at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response
set forth therein; provided, however, Holders of Registrable Securities shall have at least 28 calendar days from the date on which the
Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company.


 


(ii) After the Effective Date, the Company
and the Guarantor shall, upon the request of any Holder of Registrable Securities that is not then an Electing Holder, promptly send a
Notice and Questionnaire to such Holder. The Company and the Guarantor shall not be required to take any action to name such Holder as
a selling securityholder in the Registration Statement or to enable such Holder to use the Prospectus forming a part thereof for resales
of Registrable Securities until such Holder has returned a completed and signed Notice and Questionnaire to the Company. If a Notice and
Questionnaire is delivered to the Company during a Grace Period specified in Section 3(c) hereof, the Company shall not be obligated to
take action to name the Holder delivering such Notice and Questionnaire as a selling security holder in the Registration Statement until
the termination of such Grace Period.


 


(iii) The term “Electing Holder”
shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance
with Section 3(a)(i) or 3(a)(ii) hereof.


 


(b) 
The Company and the Guarantor shall (i) prepare and file with the Commission such amendments, including post- effective amendments, to
each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement or “issuer free writing prospectus” (as defined
by Rule 405 promulgated by the Commission pursuant to the Securities Act) so that such Prospectus does not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein, and as so supplemented or amended to be filed pursuant
to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration
Statement or any amendment thereto and, as promptly as reasonably possible provide the Electing Holders true and complete copies of all
correspondence from and to the Commission relating to such Registration Statement that pertains to the Electing Holders as selling securityholders
but not any comments that would result in the disclosure to the Electing Holders of material and non-public information concerning the
Company and the Guarantor; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with
respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.


 




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(c) 
The Company and the Guarantor shall notify the Holders as promptly as reasonably possible, but in no event later than 5:30 p.m. Eastern
time of the following Trading Day, (i)(A) when a Registration Statement, Prospectus, any Prospectus supplement or post-effective amendment
to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company or the Guarantor whether there will
be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement
(the Company and the Guarantor shall provide true and complete copies thereof and all written responses thereto to each of the Electing
Holders that pertain to the Electing Holders as a selling securityholder or to the Plan of Distribution, but not information which the
Company or the Guarantor believes would constitute material and non-public information); and (C) with respect to each Registration Statement
or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains
to the Electing Holders as selling securityholders or the Plan of Distribution; (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings
for that purpose, including pursuant to Section 8A of the Securities Act; (iv) of the receipt by the Company or the Guarantor of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in
such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Notwithstanding anything to the contrary herein, at any time after the Effective Date of the initial
Registration Statement, the Company and the Guarantor may delay the disclosure of material, non-public information concerning the Company
and the Guarantor, the disclosure of which at the time is not, in the good faith opinion of the board of directors of the Company and
its counsel, in the best interest of the Company and the Guarantor and, in the opinion of counsel to the Company, not otherwise required
(a “Grace Period”); provided, that the Company and the Guarantor shall promptly (i) notify the Holders in writing
of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company and the Guarantor
will not disclose the content of such material, non-public information to the Holders) and the date on which the Grace Period will begin,
and (ii) notify the Holders in writing of the date on which the Grace Period ends; and, provided further, that such Grace Periods shall
not exceed an aggregate of forty-five (45) days in any 12 month period, (ii) each such Grace Period shall not exceed fifteen (15) consecutive
days and (iii) that the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period.
For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive
the notice referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in
clause (ii) and the date referred to in such notice.


 


An Electing Holder may deliver written notice (an
“Opt-Out Notice”) to the Company requesting that such Electing Holder not receive notices from the Company with regard
to any Grace Period; provided, however, that such Electing Holder may later revoke any such Opt-Out Notice in writing. Following receipt
of an Opt-Out Notice from an Electing Holder (unless subsequently revoked), (x) the Company shall not deliver any such notices to such
Electing Holder and (y) each time prior to such Electing Holder’s intended use of an effective Registration Statement, such Electing
Holder will notify the Company in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Grace Period
was previously delivered (or would have been delivered but for the provisions of this paragraph) and the related Grace Period remains
in effect, the Company will so notify such Electing Holder, within one (1) Business Day of such Electing Holder’s notification to
the Company, by delivering to such Electing Holder a copy of such previous notice of a Grace Period, and thereafter will provide such
Electing Holder with the related notice of the conclusion of such Grace Period promptly following its availability.


 


(d) The
Company shall furnish to each Electing Holder and counsel to the Electing Holders (as appointed pursuant to Section 4), not less than
three (3) Business Days prior to the filing thereof with the Commission, a copy of each Registration Statement and each amendment thereto
and each amendment or supplement, if any, to the Prospectus included therein and shall use its commercially reasonable efforts to reflect
in each such document, when so filed with the Commission, such comments as the Electing Holders or counsel to the Electing Holders reasonably
proposes.


 




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(e) 
The Company and the Guarantor shall use their reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of
(i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f) 
The Company and the Guarantor shall furnish to each Electing Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished or
incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company and the Guarantor
shall have no obligation to provide any document pursuant to this clause that is available on the EDGAR system.


 


(g) 
The Company and the Guarantor shall promptly deliver to each Electing Holder, without charge, as many copies of each Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company and the
Guarantor hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Electing Holders
in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


 


(h) 
Prior to any public offering of Registrable Securities, the Company and the Guarantor shall use their reasonable best efforts to register
or qualify or cooperate with the selling Electing Holders in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale under the securities, Blue Sky or other laws of all applicable
jurisdictions or governmental authorities or agencies within the United States and to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, that the
Company and the Guarantor shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified
or subject the Company to any material tax in any such jurisdiction where it is not then so subject. The Company and the Guarantor shall
promptly notify each Holder who holds Registrable Securities of the receipt by the Company and the Guarantor of any notification with
respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of notice of the initiation or threatening of any proceeding for
such purpose.


 


(i) 
Unless any Registrable Securities shall be in book-entry only form, the Company and the Guarantor shall cooperate with the Electing Holders
to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee
pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by applicable law, of all restrictive
legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Electing Holders
may request.


 


(j) 
Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, the Company and the Guarantor shall
prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(k) 
The Company and the Guarantor may require each selling Electing Holder to furnish a certified statement as to the number of Securities
and shares of Common Stock beneficially owned by such Electing Holder and any Affiliate thereof.


 




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(l) 
As long as any Holder owns Registrable Securities, the Company shall timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13 (a) or 15(d)
of the Exchange Act. As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section
13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c)
promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial
statements in form and substance similar to those that would otherwise be required to be included in reports required by Section 13 (a)
or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been
required to have been made under the Exchange Act. The Company and the Guarantor will take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Person to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 and 144A (including the requirements of Rule 144A(d)(4))
promulgated under the Securities Act.


 


(m) 
The Company and the Guarantor shall promptly secure the listing of all of the Underlying Securities upon each national securities exchange
and automated quotation system, if any, upon which the Common Stock is then listed (subject to official notice of issuance) and shall
maintain, in accordance with the Securities, such listing of all Registrable Securities from time to time issuable under the terms of
the Transaction Documents. The Company and the Guarantor shall maintain the Common Stock’s authorization for quotation on one or
more Trading Markets. Neither the Company nor any of its subsidiaries shall take any action which would be reasonably expected to result
in the delisting or suspension of the Common Stock on each applicable Trading Market. The Company and the Guarantor shall pay all fees
and expenses in connection with satisfying their obligations under this Section 3(m).


 


(n) 
If requested by an Electing Holder, the Company and the Guarantor shall (i) as soon as practicable, incorporate in a prospectus supplement
or post-effective amendment such information as such Electing Holder reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as
practicable, supplement or make amendments to any Registration Statement if reasonably requested by an Electing Holder holding any Registrable
Securities.


 


(o) 
The Company and the Guarantor shall otherwise use their reasonable best efforts to comply with all applicable rules and regulations of
the Commission in connection with any registration hereunder.


 


(p) 
Within five (5) business days after a Registration Statement which covers Registrable Securities is declared effective by the Commission,
the Company and the Guarantor shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities confirmation that such Registration Statement has been declared effective by the Commission which confirmation
shall authorize and direct such transfer agent to issue such Registrable Securities without legend upon sale or other disposition by the
holder of such Registrable Securities under the Registration Statement.


 


(q) 
If any Electing Holder is deemed to be or reasonably believes it may be deemed or alleged to be, an underwriter or is required under applicable
securities laws to be described in the Registration Statement as an underwriter, at the reasonable request of such Electing Holder:


 


(i)
the Company and the Guarantor shall use their reasonable best efforts to furnish to such Electing Holder, on the date of the effectiveness
of the Registration Statement, and thereafter from time to time on such dates as any such Electing Holder may reasonably request (x) a
letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given
by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Electing Holders, and
(y) an opinion, dated as of such date, of counsel representing the Company and the Guarantor for purposes of such Registration Statement,
in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Electing Holders, and


 




    8


     


    

 


(ii)
the Company and the Guarantor shall make available for inspection by (x) such Electing Holder, (y) such Electing Holder’s legal
counsel and (z) one firm of accountants or other agents retained by the Electing Holders (collectively, the “Inspectors”),
all pertinent financial and other records, and pertinent corporate documents and properties of the Company and the Guarantor (collectively,
the “Records”), as shall be reasonably deemed necessary by each Inspector,
and cause the Company’s and the Guarantor’s officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure
(except to an Electing Holder) or use of any Record or other information which the Company and the Guarantors determines in good faith
to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (2) the
release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure in violation
of this Registration Rights Agreement or any other Transaction Document. Each Electing Holder agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt
notice to the Company and the Guarantors and allow the Company and the Guarantors, at their expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality
agreement between the Company and any Holder) shall be deemed to limit the ability of the Holders to sell Registrable Securities in a
manner which is otherwise consistent with applicable laws and regulations.


 


(r) 
Neither the Company, the Guarantor nor any of their respective affiliates shall identify any Holder as an underwriter in any public disclosure
or filing with the Commission or any Trading Market without the prior written consent of such Holder. If the Company or the Guarantor
is required by law to identify a Holder as an underwriter in any public disclosure or filing with the Commission or any Trading Market,
it must notify such Holder in advance and such Holder shall have the option, in its sole discretion, to consent to such identification
as an underwriter within five (5) Business Days or such Holder shall be deemed to have consented to have its Registrable Securities removed
from the applicable Registration Statement.


 


(s) 
The Company and the Guarantor shall use their reasonable best efforts to cause the Registrable Securities covered by a Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities in the United States.


 


(t) 
The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the
close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule
158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter
next following the effective date of a Registration Statement.


 


4. 
Registration Expenses. All fees and expenses incident to the Company’s performance of its obligations under this Registration
Rights Agreement (excluding any underwriting discounts and selling commissions) shall be borne by the Company whether or not any Registrable
Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required
to be made with the Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities
or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities
included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for
the Company, and (v) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions
contemplated by this Registration Rights Agreement. The Company and the Guarantor shall also reimburse the Electing Holders for the reasonable
fees and disbursements of a single counsel in an amount up to $10,000 in connection with the registration, filing or qualification pursuant
to Sections 2 and 3 of this Registration Rights Agreement for each such registration, filing or qualification.


 




    9


     


    

 


5. 
Indemnification.


 


(a) 
Indemnification by the Company and the Guarantor. The Company and the Guarantor shall, notwithstanding any termination of this
Registration Rights Agreement, jointly and severally indemnify and hold harmless each Electing Holder, the officers, directors, agents,
investment advisors, partners, members, shareholders, trustees and employees of each of them, each Person who controls any such Electing
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents,
trustees and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (i) any misrepresentation
or breach of any representation or warranty made by the Company or the Guarantor in this Registration Rights Agreement or any other certificate,
instrument or document contemplated hereby, (ii) any breach of any covenant, agreement or obligation of the Company or the Guarantor contained
in this Registration Rights Agreement or any other certificate, instrument or document contemplated hereby, or (iii) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment
or supplement thereto or in any preliminary prospectus, or any issuer free writing prospectus or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or form of prospectus or supplement thereto or any issuer free writing prospectus, in light of the circumstances under which they were
made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information
regarding such Electing Holder or its intended method of distribution furnished in writing to the Company and the Guarantor by such Electing
Holder expressly for use therein. The Company and the Guarantor shall notify the Electing Holders promptly of the institution, threat
or assertion of any Proceeding of which the Company and the Guarantor are aware in connection with the transactions contemplated by this
Registration Rights Agreement.


 


(b) 
Indemnification by Electing Holders. Each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder’s
Registrable Securities in a Registration Statement, notwithstanding any termination of this Registration Rights Agreement, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantor, and the directors, officers, agents and employees of each,
and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from
and against all Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of
or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading
to the extent, but only to the extent that, such untrue statements or omissions are based solely upon information regarding such Electing
Holder or its intended method of distribution furnished in writing to the Company and the Guarantor by such Electing Holder expressly
for use therein. In no event shall the liability of any selling Electing Holder hereunder be greater in amount than the dollar amount
of the net proceeds received by such electing Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company and the Guarantor
and shall survive the transfer of the Registrable Securities by any Holder pursuant to Section 6(e).


 


(c) 
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection
with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Registration Rights Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall
have proximately and materially adversely prejudiced the Indemnifying Party.


 




    10


     


    

 


An Indemnified Party shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses;
(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory
to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict
of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying
Party), provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys
at any time for all Indemnified Parties (in addition to any local counsel). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that
are the subject matter of such Proceeding and does not contain any admission of wrongdoing by such Indemnified Party.


 


All fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within fifteen (15) Trading Days
of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not
entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse
all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification
hereunder).


 


(d) 
Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid
or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and Indemnified Party on the other hand in connection with the actions, statements or omissions
that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information
supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses
shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable
fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions
of this Section 5(d), no Electing Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which
the proceeds actually received by such Electing Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the
amount of any damages that such Electing Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission.


 


The indemnity and contribution agreements contained
in this Section are in addition to any other liability that the Indemnifying Parties may have to the Indemnified Parties.


 


6. 
Miscellaneous.


 


(a) 
Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company or the Guarantor
fails to perform any of their obligations hereunder and that the Holders from time to time may be irreparably harmed by any such failure,
and accordingly agree that the Holders, in addition to any other remedy to which they may be entitled at law or in equity and without
limiting the remedies available to the Electing Holders under Section 2(c) hereof, shall be entitled to compel specific performance of
the obligations of the Company and the Guarantor under this Registration Rights Agreement in accordance with the terms and conditions
of this Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction. The parties agree that
the sole monetary damages for a violation of the terms of this Registration Rights Agreement with respect to which liquidated damages
are expressly provided shall be such liquidated damages.


 


(b) 
Compliance. Each Electing Holder covenants and agrees, as a consequence of the inclusion of any of such Electing Holder’s
Registrable Securities in a Registration Statement, that from and after receipt of written notice from the Company that it no longer meets
the issuer conditions for the use of Rule 172, it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to the Registration Statement.



 




    11


     


    

  


(c) 
Discontinued Disposition. Each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder’s
Registrable Securities in a Registration Statement, that, upon receipt of a notice from the Company of the occurrence of any event of
the kind described in Section 3(c), such Electing Holder will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Electing Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus
may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to
be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce
the provisions of this paragraph. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock or Securities to a transferee of an Electing Holder in connection with any sale of Registrable Securities with
respect to which an Electing Holder has entered into a contract for sale in accordance with the terms of this Registration Rights Agreement,
prior to the Electing Holder receipt of the notice of a Grace Period and for which the Electing Holder has not yet settled.


 


(d) 
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered
via email at the email address specified in this Section prior to 5:00 p.m. (Eastern time) on a business day, (ii) the business day after
the date of transmission, if such notice or communication is delivered via email at the email address specified in this Registration Rights
Agreement later than 5:00 p.m. (Eastern time) on any date and earlier than 11:59 p.m. (Eastern time) on such date, (iii) the business
day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications shall be as follows:


 


	If to the Company or the Guarantor:	
    Akoustis Technologies, Inc.

    9805 Northcross Center Court

    Suite A

    Huntersville, NC 28078

    Tel: (704) 274-3601

    Attention: Drew Wright, General Counsel

    Email address: [___]

     

	with a copy (which shall not constitute notice) to:	
    K&L Gates LLP

    300 South Tryon Street

    Suite 1000

    Charlotte, NC 28202

    Tel: (704) 331-7406

    Attention: Sean M. Jones; Coleman Wombwell

    Email address: sean.jones@klgates.com; coleman.wombwell@klgates.com

     

	If to the Purchasers:	
    Silverback Asset Management, LLC

    Tel: [___]

    Attention: [___]

    Email address: [___]

     

    UBS O’Connor LLC

	 	Tel: [___]
	 	Attention: [___]
	 	Email Address: [___]
	 	 
	With copies (which shall not constitute notice) to:	
    King & Spalding LLP

    1180 Peachtree Street NE

    Atlanta, GA 30309

    Attention: Zachary L. Cochran

    Tel: (404) 572-3518

    Email address: zcochran@kslaw.com

     

	If to a registered Holder:	To the address of such Holder as it appears in the stock transfer books of the Company;


 


or such other address as may be designated in writing hereafter, in
the same manner, by such Person. Notwithstanding the foregoing, notices given to Holders (i) that beneficially own Securities may be given
through the facilities of DTC or any successor depository and (ii) may be given by email at the email address provided by such Holder
in accordance with the provisions of the Notice and Questionnaire.


 


(e) 
Parties in Interest. The parties to this Registration Rights Agreement intend that all Holders of Registrable Securities shall
be entitled to receive the benefits of this Registration Rights Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Registration Rights Agreement by reason of such election with respect to the Registrable Securities which are included
in a Registration Statement. All the terms and provisions of this Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto and any Holder from time to time
of the Registrable Securities, including, without limitation, and without the need for an express assignment, subsequent Holders and the
indemnified persons referred to in Section 5 hereof. In the event that any transferee of any Holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without
any further writing or action of any kind, be entitled to receive the benefits of and, if an Electing Holder, be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Registration Rights Agreement to the aforesaid extent.


 




    12


     


    

 


Each Holder of Registrable Securities shall be
a third party beneficiary to the agreements made hereunder between the Company and the Guarantor, on the one hand, and the Purchasers,
on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable
to protect its rights hereunder.




 


(f) 
Execution and Counterparts. This Registration Rights Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event
that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original
thereof.


 


(g) 
Governing Law.  ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW THAT WOULD APPLY TO ANY OTHER LAW. Each party agrees that all Proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by this Registration Rights Agreement and any other Transaction
Documents (whether brought against a party hereto or its Affiliates, employees or agents) may be commenced in the state and federal courts
sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the non-exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction
of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby
irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it
under this Registration Rights Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS REGISTRATION RIGHTS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(h) 
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


(i) 
Severability. If any term, provision, covenant or restriction of this Registration Rights Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(j) 
Headings. The headings in this Registration Rights Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.


 


(k) 
Amendment of Registration Rights. Provisions of this Registration Rights Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the
Company, the Guarantor and the Required Holders; provided, however, any amendment to this Registration Rights Agreement
that adversely or disproportionately affects any Holder shall require the prior written consent of such Holder. Any amendment or waiver
effected in accordance with this Section 6(k) shall be binding upon each Purchaser, each Holder, the Company, and the Guarantor. No such
amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.


 


(l) 
Limitation on Obligations. The obligations of each Holder hereunder are several and not joint with the obligations of any other
Holder, and no provision of this Registration Rights Agreement is intended to confer any obligations on any Holder vis-a-vis any other
Holder. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated herein.


 


[SIGNATURE PAGES FOLLOW]


 




    13


     


    

 


If the foregoing is in accordance
with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.


 


Very truly yours,


 


	 	AKOUSTIS TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ Kenneth E. Boller
	 	 	Name: Kenneth E. Boller
	 	 	Title: Chief Financial Officer


 


	 	AKOUSTIS, INC.
	 	 	 
	 	By:	/s/ Kenneth E. Boller
	 	 	Name: Kenneth E. Boller
	 	 	Title: Chief Financial Officer


 




     


     


    

 


Accepted: As of the date first written above


 


NINETEEN77 GLOBAL MULTI-STRATEGY ALPHA MASTER
LIMITED


 


	By:	UBS O’Connor LLC, as investment manager	 
	 	 	 
	By:	/s/ Connor Burke	 
	 	Name: Connor Burke	 
	 	Title: Executive Director	 


 


	By:	/s/ James Del Medico 	 
	 	Name:  James Del Medico	 
	 	Title:  Executive Director	 



 


BLACKWELL PARTNERS, LLC-SERIES B


 


	By:	Silverback Asset Management, LLC, as investment manager	 
	 	 	 
	By:	/s/ Laura Kleber	 
	 	Name: Laura Kleber	 
	 	Title: CCO_Silverback Asset Management LLC	 
	 	 	 
	SILVERBACK CONVERTIBLE MASTER FUND LIMITED
	 	 	 
	By:	Silverback Asset Management LLC, as investment manager	 
	 	 	 
	By:	/s/ Laura Kleber	 
	 	Name: Laura Kleber	 
	 	Title: CCO_Silverback Asset Management LLC	 
	 	 	 
	SILVERBACK OPPORTUNISTIC CREDIT MASTER FUND LIMITED
	 	 	 
	By:	Silverback Asset Management LLC, as investment manager	 
	 	 	 
	By:	/s/ Laura Kleber	 
	 	Name: Laura Kleber	 
	 	Title: CCO_Silverback Asset Management LLC	 
	 	 	 
	KASAD 2, L.P.	 
	 	 	 
	By:	Silverback Asset Management LLC, as investment manager	 
	 	 	 
	By:	/s/ Laura Kleber	 
	 	Name: Laura Kleber	 
	 	Title: CCO_Silverback Asset Management LLC	 


 






     


     


    

 


Appendix A


 


AKOUSTIS TECHNOLOGIES, INC.


FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE


 


6.0% Convertible Senior Secured Notes due 2027


 


The undersigned beneficial owner of 6.0% Convertible
Senior Secured Notes due 2027 (the “Notes”) of Akoustis Technologies, Inc. (the “Company”) or the
shares of its common stock, $0.001 par value, issued or issuable pursuant to the Indenture and the Notes understands that the Company
and the Guarantor has filed or intend to file with the U.S. Securities and Exchange Commission (the “Commission”) a
registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Registration
Rights Agreement, dated as of June [9], 2022 (the “Registration Rights Agreement”), by and among Company, the Guarantor
and the purchasers named therein.  A copy of the Registration Rights Agreement is available from the Company upon request at the
address set forth below.  All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration
Rights Agreement.


 


Each beneficial owner of Registrable Securities
is entitled to the benefits of the Registration Rights Agreement.  In order to sell or otherwise dispose of any Registrable Securities
pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling
securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions
of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). 
Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named
as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration
Statement.  Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the initial effectiveness
of the Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus at the
time of effectiveness.  Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the initial effectiveness
of the Registration Statement, the Company will promptly take any action reasonably necessary to enable such beneficial owner to use the
prospectus forming a part of the Registration Statement for resales of such beneficial owner’s Registrable Securities. In certain
circumstances, if the Registrable Securities are not registered, the Company is obligated to pay additional interest on the Notes included
in the Registrable Securities pursuant to the terms of the Registration Rights Agreement.


 


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


 




     


     


    

 


Notice


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose
of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant
to the Registration Statement.  The undersigned, by signing and returning this Notice and Questionnaire, understands that it will
be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.


 


Pursuant to the Registration Rights Agreement,
the undersigned has agreed to indemnify and hold harmless the Company and the Guarantor, each of their respective directors, officers,
employees and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain losses
arising in connection with, among other things, statements concerning the undersigned made in the Registration Statement or the related
prospectus in reliance upon the information provided in this Notice and Questionnaire.  If the Selling Securityholder transfers all
or any portion of the Registrable Securities listed in Item 3 below after the date on which such information is provided to the Company,
the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice
and Questionnaire and the Registration Rights Agreement.


 


Questionnaire


 


Please respond to every item, even if your response
is “none.” If you need more space for any response, please attach additional sheets of paper.  Please be sure to write
your name and the number of the item being responded to on each such additional sheet of paper and sign each such additional sheet of
paper and attach it to this Questionnaire.  Please be aware that you may be asked to answer additional questions depending on your
responses to the following questions.


 


If you have any questions about the contents of
this Questionnaire or as to who should complete this Questionnaire, please contact the General Counsel of the Company at (704) 274-3601.


 


COMPLETED QUESTIONNAIRES SHOULD BE RETURNED
TO THE COMPANY


IN THE FOLLOWING MANNER:


 


COPY BY FACSIMILE TO:


 


GENERAL COUNSEL


FAX: [●]


 


WITH THE ORIGINAL COPY TO FOLLOW BY MAIL TO:


 


AKOUSTIS TECHNOLOGIES, INC.


GENERAL COUNSEL


9805-A NORTHCROSS CENTER COURT


HUNTERSVILLE, NC  28078


 




     


     


    

 


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


 


1. 
Your Identity and Background as the Beneficial Owner of the Registrable Securities.


 


(a) 
Your full legal name:                                                                               


 


(b) 
Your business address (including street address) (or residence if no business address), telephone number and facsimile number:


 


Address:  _____________________________________________________


 








Telephone No.:  _________________________________________________








 


Fax No.:  ______________________________________________________





 





Email:________________________________________________________


 


		(c)	Are
you a broker-dealer registered pursuant to Section 15 of the Exchange Act?



 


		☐	Yes



 


		☐	No



 


		(d)	If
your response to Item 1(c) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the
Exchange Act?



 


		☐	Yes



 


		☐	No



 


For
the purposes of this Item 1(d), an “affiliate” of a registered broker-dealer shall include any company that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and
does not include any individuals employed by such broker-dealer or its affiliates.


 


		(e)	Full
legal name of person through which you hold the Registrable Securities (i.e. name of your broker or the DTC participant, if applicable,
through which your Registrable Securities are held):



 


Name of broker:  _______________________________________________


    


DTC No.:  ___________________________________________________


         


Contact person:  _______________________________________________


 


Telephone No.: _______________________________________________





 






     


     


    

 


2.  Your Relationship with the
Company.


 


		(a)	Have you or any of your affiliates,
officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position
or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three
years?



 


		☐	Yes



 


		☐	No



 


		(b)	If your response to Item 2(a)
above is yes, please state the nature and duration of your relationship with the Company (or its predecessors or affiliates):



	 

     

	 


 


3. 
Your Interest in the Registrable Securities.


 


(a) 
 State the type of Registrable Securities (Notes or Underlying Securities) and the principal amount or number of such Registrable
Securities beneficially owned by you.  Check any of the following that applies to you.


 


		☐	I own Notes:
	 	 	 
	 	 	Principal amount and
CUSIP No.(s) of the Notes beneficially owned:









	 

	 
	 
	CUSIP No.(s):	 
	 


 


		☐	I own Underlying Securities
that were issued pursuant to the Indenture and the Notes:



 


Number and CUSIP No.(s)
of Underlying Securities beneficially owned:


	 

     

	 
	 
	CUSIP No.(s):	 
	 


 


		(b)	Other than as set forth in your
response to Item 3(a) above, do you beneficially own any other securities of the Company?



 


		☐	Yes



 


		☐	No



 


(c) 
If your answer to Item 3(b) above is yes, state the type, the aggregate amount or number and their CUSIP No.(s) of such other securities
of the Company beneficially owned by you:


	 

    Type:
	 
	 
	 
	Aggregate Amount:	 
	 	 
	Number:	 
	 	 
	CUSIP No.(s):	 
	 	 	 	 	 



 






     


     


    

 




		(d)	Did you acquire the securities
listed in Item 3(a) above in the ordinary course of business?



 


		☐	Yes



 


		☐	No



 


		(e)	At the time of your purchase
of the securities listed in Item 3(a) above, did you have any agreements or understandings, directly or indirectly, with any person to
distribute the securities?



 


		☐	Yes



 


		☐	No



 


		(f)	If your response to Item 3(e)
above is yes, please describe such agreements or understandings:



	 

     

	 
	 
	 


 


		(g)	Unless otherwise indicated in
the space provided below, all Registrable Securities listed in response to Item 3(a) above will be included in the Registration Statement. 
If you do not wish all such Registrable Securities to be so included, please indicate below the principal amount or the number of Registrable
Securities to be included:



 


	 

	 
	 
	 
	 
	 


 


4.  Nature of Your Beneficial
Ownership


.


		(a)	If the name of the beneficial
owner of the Registrable Securities set forth in your response to Item 1(a) above is that of a limited partnership, state the names of
the general partners of such limited partnership:



	 

     

	 
	 
	 
	 
	 


 




     


     


    

 


		(b)	With respect to each general
partner listed in Item 4(a) above who is not a natural person, and is not publicly held, name each shareholder (or holder of partnership
interests, if applicable) of such general partner.  If any of these named shareholders are not natural persons or publicly held
entities, please provide the same information.  This process should be repeated until you reach natural persons or a publicly held
entity.



	 

     

	 
	 
	 
	 
	 


 


		(c)	Name your controlling shareholder(s)
(the “Controlling Entity”).  If the Controlling Entity is not a natural person and is not a publicly held entity,
name each shareholder (or holder of partnership interests, if applicable) of such Controlling Entity.  If any of these named shareholders
are not natural persons or publicly held entities, please provide the same information.  This process should be repeated until you
reach natural persons or a publicly held entity.



	 

     

	 
	 
	 
	 
	 


 


		(A)	(i)  Full legal name of
Controlling Entity(ies) or natural person(s) who have sole or shared voting or dispositive power over the Registrable Securities:



	 

     

	 


 


(ii) 
Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):


 


	Address:	 
	 	 
	Telephone No.:	 
	 	 
	Fax No.:	 
	 	 
	Email:	 
	 	 	 	 	 





(iii) 
Name of shareholders:


	 

     

	 
	 







     


     


    

 


(B) 
(i)  Full legal name of Controlling Entity(ies):


	 

     

	 


 


(ii) 
Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):


	 

    Address:
	 
	 	 
	Telephone No.:	 
	 	 
	Fax No.:	 
	 	 
	Email:	 
	 	 	 	 	 





(iii) 
Name of shareholders:


	 

     

	 


 


If
you need more space for this response, please attach additional sheets of paper.  Please be sure to indicate your name and the number
of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching
it to this Questionnaire.  Please be aware that you may be asked to answer additional questions depending on your responses to the
following questions.


 


5. 
Plan of Distribution


 


Except
as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above
in Item 3 pursuant to the Registration Statement only as follows (if at all):  (a) such Registrable Securities may be sold from
time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents; (b) if the Registrable Securities
are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or
commissions or agents’ commissions; (c) such Registrable Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices; and (d) such
sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation
service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market or
(iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market.


 


State any exceptions here:


	 

     

	 
	 
	 


 


In
no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior
agreement of the Company (to the extent required and pursuant to the terms of the Registration Rights Agreement).


 




     


     


    

 


The
undersigned acknowledges its obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock
manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable
Securities pursuant to the Registration Rights Agreement.  The undersigned agrees that neither it nor any person acting on its behalf
will engage in any transaction in violation of such provisions.


 


The
undersigned beneficial owner and selling securityholder hereby acknowledges its obligations under the Registration Rights Agreement to
indemnify and hold harmless certain persons against certain liabilities as set forth therein.  Pursuant to the Registration Rights
Agreement, the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and selling securityholder
against certain liabilities as set forth therein.


 


In
accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof at any time while a Registration Statement remains effective.


 


All
notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the undersigned
at the address set forth in Item 1(b) of this Notice and Questionnaire.


 


By
signing below, the undersigned acknowledges that it is the beneficial owner of the Registrable Securities set forth herein, represents
that the information provided herein is accurate, consents to the disclosure of the information contained in this Notice and Questionnaire
and the inclusion of such information in the Registration Statement and the related prospectus.  The undersigned understands that
such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and
the related prospectus and any filing of a new Registration Statement.


 


Once
this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall
be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned beneficial
owner.  This agreement shall be governed in all respects by the laws of the State of New York.


 




     


     


    

 


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


 


	 
	NAME OF BENEFICIAL OWNER:
	 	 
	 	 
	 	(please print)
	 	 
	 	Signature	 
	 	 	 
	 	Date: