Exhibit 10.18


 


AMENDMENT TO RESTRICTED STOCK PURCHASE
AGREEMENT


 


This Amendment (the
“Amendment”) to the Restricted Stock Purchase Agreement (as defined below), is made effective this __ day of
_____, 2015, by and between Akoustis Technologies, Inc., a Nevada corporation (the “Company”) and the
shareholder named in the signature page hereof (the “Purchaser”). The Company and the Purchaser are referred
to herein as the Parties. Unless otherwise defined in the Amendment, all capitalized terms, when used herein, shall have the same
meaning as they are defined in the Restricted Stock Purchase Agreement.


 


WHEREAS, on
_______day of _____, _____, Akoustis, Inc., a Delaware corporation (“Akoustis”) entered into a restricted stock
purchase agreement (the “Restricted Stock Purchase Agreement”) with the Purchaser, pursuant to which Akoustis
granted an award of restricted shares of its common stock under its equity compensation plan (the “Awards”)
to Purchaser, subject to a Repurchase Option and other rights and restrictions stated in the Restricted Stock Purchase Agreement;
and


 


WHEREAS, on
May 22, 2015, the Company consummated a closing of a merger with Akoustis and Akoustis Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company, which resulted, among other things, in Akoustis becoming the surviving entity in a
merger and a wholly owned subsidiary of the Company (the “Merger”); and


 


WHEREAS, upon
the consummation of the Merger and pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated May 22, 2015,
by and between the Corporation, Akoustis and Akoustis Acquisition Corp. (the “Merger Agreement”), the Parties
executed the Assignment and Assumption Agreement pursuant to which the Company assumed the Restricted Stock Purchase Agreement,
and the shares of Akoustis’ common stock issued thereunder to the Purchaser were exchanged for shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), such that each share of Akoustis common stock
was converted to 324.082 shares (rounded to the nearest whole share) of the Corporation’s Common Stock; and


 


WHEREAS,
the Parties now wish to amend Section 3(a)(iii) of the
Restricted Stock Purchase Agreement to provide for modification of the schedule of the Repurchase Option.


 


NOW, THEREFORE,
in consideration of the premises and the mutual promises herein made, the Parties agree as follows:


 


1.           Section
3(a)(iii) of the Restricted Stock Purchase Agreement is hereby amended to provide that the Vesting Shares that have not been released
from the Repurchase Option as of September 30, 2015, shall be released from the Repurchase Option, as follows:


 


75% of the Vesting Shares shall
be released from the Repurchase Option on the third anniversary of the original effective date of the Restricted Stock Purchase
Agreement, and the remaining 25% of the Vesting Shares shall be released from the Repurchase Option on the fourth anniversary of
the original effective date of the Restricted Stock Purchase Agreement.


 




     


     


    

 


2.           Except
as expressly amended pursuant to this Amendment, all terms and conditions of the original Restricted Stock Purchase Agreement,
as assumed by the Company, shall remain in full force and effect.


 


This Amendment may
be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an
original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together
shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission
or in pdf format shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu
of the original Amendment for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed
to be their original signatures for all purposes.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first above written.


 


AKOUSTIS TECHNOLOGIES, INC.


 


	By:	 	 
	 	Name: Jeffrey B. Shealy
	 	Title: Chief Executive Officer


 


	Purchaser