Exhibit 10.7


 


FIRST AMENDMENT 


 


This First Amendment
to Placement Agency Agreement (“Amendment”) is entered into as of the 15th day of May 2015, by and among
Akoustis Technologies, Inc. (formerly known as Danlax Corp., the “Company”), Northland Securities, Inc. (“Northland”)
and Katalyst Securities Inc. (“Katalyst”), (collectively referred to as the “Placement Agents”) and amends
the Placement Agency Agreement dated April 17, 2015 (the “Agreement”).


 


The Parties to the Agreement hereby amend
and restate in its entirety the following paragraphs of the Agreement to read as follows:


 


Paragraph 1 (a):


 


(a)On the basis of
the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions
set forth herein, the Placement Agents are hereby appointed as co-exclusive Placement Agents of the Company during the Offering
Period (as defined in Section 3(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement
Agents may sell the Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”)
and may reallow all or a portion of the Brokers’ Fees (as defined in Section 3(a), 3(b) and 3(d) below) it receives to such
other Sub Agents or pay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties
and subject to such terms and conditions, the Placement Agents hereby accept such appointment and agree to perform the services
hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and
to use its reasonable best efforts to assist the Company in finding subscribers of the Securities who qualify as “accredited
investors,” as such term is defined in Rule 501 of Regulation D. The Placement Agents have no obligation to purchase any
of the Securities or sell any Securities. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement
Agents hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below). The Offering is
currently anticipated to be the private placement of a minimum of gross proceeds of $3,000,000 (the “Minimum Offering”)
and a maximum of gross proceeds of $6,000,000 through the sale of Four Million (4,000,000) shares (the “Maximum Offering”)
through the sale of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), at the
Purchase Price of $1.50 per share (the “Offering Price”). The minimum subscription is $90,000 (60,000 shares), provided,
however, that subscriptions in lesser amounts may be accepted by the Company in its sole discretion.


 


This Amendment is hereby
made part of and incorporated into the Agreement, with all the terms and conditions of the Agreement remaining in full force and
effect, except to the extent modified hereby.


 


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.


 




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IN WITNESS WHEREOF, this Amendment
has been executed and delivered by the parties below effective as of the date first set forth above.


 


	 	DANLAX CORP.
	 	 	 
	 	By:	/s/
    Ivan Krikun
	 	 	Ivan Krikun
	 	 	Chief Executive Officer
	 	 	 
	 	Northland
    SECURITIES, INC.
	 	 	 
	 	By:	/s/
    Jeffrey Peterson
	 	 	Jeffrey Peterson
	 	 	Head of Investment Banking
	 	 	 
	 	KATALYST SECURITIES
    LLC
	 	 	 
	 	By:	/s/
    Michael A. Silverman
	 	 	Michael A. Silverman
	 	 	Managing Director


 



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