Exhibit 10.12


 





AKOUSTIS,
INC.


2014
STOCK PLAN 


RESTRICTED
STOCK PURCHASE AGREEMENT


 


This
Restricted Stock Purchase Agreement (this “Agreement”)
is made as of    ____________ by and between Akoustis, Inc., a Delaware corporation (the “Company”),
and _________________ (“Purchaser”) pursuant to the Company’s 2014 Stock Plan (the
“Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the
meaning ascribed to them in the Plan.


 


		1)	Sale of Stock.
                                                                                             Subject to the terms and conditions of this Agreement, simultaneously with the execution and delivery of this Agreement by
                                                                                             the parties or on such other date as the Company and Purchaser shall agree (the “Purchase Date”), the
                                                                                             Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company ___  shares of the
                                                                                             Company’s Common Stock (the “Shares”) at
                                                                                             a purchase price of ____  per share for a total purchase price of  ___ (the “Aggregate Purchase
                                                                                             Price”). On the Purchase Date, Purchaser will deliver the
                                                                                             Aggregate Purchase Price to the Company and the Company will enter the Shares in Purchaser’s name as of such date in
                                                                                             the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company. The Company will
                                                                                             deliver to Purchaser a stock certificate representing the Shares as soon as practicable following such date. As used
                                                                                             elsewhere herein, the term “Shares” refers
                                                                                             to all of the Shares purchased hereunder and all securities received in connection with the Shares pursuant to stock
                                                                                             dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization,
                                                                                             exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by
                                                                                             reason of Purchaser’s ownership of the Shares. By Purchaser’s signature and the signature of the Company’s
                                                                                             representative below, Purchaser and the Company agree that this acquisition of Shares is governed by the terms and conditions
                                                                                             of this Agreement and the Akoustis, Inc. 2014 Stock Plan which is attached to and made a part of this
                                                                                             Agreement.



 


		2)	Consideration
                                         for Shares. Payment of the
                                         Aggregate Purchase Price shall be made by any method permitted by the Company and authorized
                                         under the Plan. In addition, Purchaser shall satisfy any applicable tax, withholding
                                         obligations, required deductions or other payments, all in accordance with the Plan.



 


		3)	Limitations
                                         on Transfer. In addition
                                         to any other limitation on transfer created by the transfer restrictions set forth in
                                         the Company’s Bylaws, Section 12 of the Plan or by Applicable Laws, Purchaser shall
                                         not assign, encumber or dispose of any interest in the Shares except to the extent permitted
                                         by, and in compliance with the provisions below and Applicable Laws.



 


		a)	Repurchase
                                         Option: Vesting.



 


		i)	In
                                         the event of the voluntary or involuntary termination of Purchaser’s Continuous
                                         Service Status for any reason (including death or Disability), with or without cause,
                                         the Company shall upon the date of such termination (the “Termination Date”)
                                         have an irrevocable, exclusive option (the “Repurchase Option”) for a period
                                         of 60 months from such date to repurchase all or any portion of the Unvested Shares (as
                                         defined below) held by Purchaser as of the Termination Date at the original purchase
                                         price per Share (adjusted for any stock splits, stock dividends and the like) specified
                                         in Section 1. As used in this Agreement, “Unvested Shares” means Shares that
                                         have not yet been released from the Repurchase Option.



 




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		ii)	Unless
                                         the Company notifies Purchaser within 3 months from the Termination Date that it does
                                         not intend to exercise its Repurchase Option with respect to some or all of the Unvested
                                         Shares, the Repurchase Option shall be deemed automatically exercised by the Company
                                         as of the end of such 3-month period following such Termination Date, provided that
                                         the Company may notify Purchaser that it is exercising its Repurchase Option as of a
                                         date prior to the end of such 3-month period. Unless Purchaser is otherwise notified
                                         by the Company pursuant to the preceding sentence that the Company does not intend to
                                         exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies
                                         at the time of termination, execution of this Agreement by Purchaser constitutes written
                                         notice to Purchaser of the Company’s intention to exercise its Repurchase Option
                                         with respect to all Unvested Shares to which such Repurchase Option applies. The Company,
                                         at its choice, may satisfy its payment obligation to Purchaser with respect to exercise
                                         of the Repurchase Option by either (A) delivering a check to Purchaser in the amount
                                         of the purchase price for the Unvested Shares being repurchased, or (B) in the event
                                         Purchaser is indebted to the Company, canceling an amount of such indebtedness equal
                                         to the purchase price for the Unvested Shares being repurchased, or (C) by a combination
                                         of (A) and (B) so that the combined payment and cancellation of indebtedness equals such
                                         purchase price. In the event of any deemed automatic exercise of the Repurchase Option
                                         pursuant to this Section 3(a)(2) in which Purchaser is indebted to the Company, such
                                         indebtedness equal to the purchase price of the Unvested Shares being repurchased shall
                                         be deemed automatically canceled as of the end of the 3-month period following the Termination
                                         Date unless the Company otherwise satisfies its payment obligations. As a result of any
                                         repurchase of Unvested Shares pursuant to this Section 3(a), the Company shall become
                                         the legal and beneficial owner of the Unvested Shares being repurchased and shall have
                                         all rights and interest therein or related thereto, and the Company shall have the right
                                         to transfer to its own name the number of Unvested Shares being repurchased by the Company,
                                         without further action by Purchaser.



 


		iii)	100%
                                         of the Shares shall initially be subject to the Repurchase Option (the “Vesting
                                         Shares”). 25% of the Vesting Shares shall be released from the Repurchase Option
                                         on June 16, 2015, and an additional 1/48 of the Vesting Shares shall be released from
                                         the Repurchase Option on the last day of each month thereafter, until all Vesting Shares
                                         are released from the Repurchase Option; provided, however, that such scheduled releases
                                         from the Repurchase Option shall immediately cease as of the Termination Date. Fractional
                                         shares shall be rounded to the nearest whole share.



 


		b)	Transfer
Restrictions: Right of First Refusal. Before any Shares held by Purchaser
or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”)
may be sold or otherwise transferred (including transfer by gift
or operation of law), the Holder must provide the Company or its assignee(s) with a right of first refusal to purchase the Shares
on the terms and conditions set forth in this Section 3(b) (the “Right of First Refusals”)
and the Company shall have the right to approve such transfer, in its sole and absolute discretion. If the Holder would like to
transfer any Shares the Company may either (1) exercise its Right of First Refusal and purchase the Shares as forth in this Section
3(b), (2) reject to exercise its Right of First Refusal and permit the transfer of the Shares to the Proposed Transferee (as defined
below), or (3) reject to exercise its Right of First Refusal and reject any transfer of the Shares.



 


		i)	Notice
                                         of Proposed Transfer. The
                                         Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
                                         stating: (A) the Holder’s
                                         intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser
                                         or other transferee (“Proposed Transferee”):
                                         (C) the number of Shares to be transferred to each Proposed Transferee; (D) the terms
                                         and conditions of each proposed sale or transfer, including (without limitation) the
                                         purchase price for such Shares (the “Transfer Purchase Price”):
                                         and (E) the Holder’s offer shall offer to the Company or its assignee(s) to purchase
                                         the Shares at the Transfer Purchase Price and upon the same terms (or terms as similar
                                         as reasonably possible).



 


		ii)	Exercise
                                         of Right of First Refusal.
                                         At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s)
                                         may, by giving written notice to the Holder, elect to reject the proposed transfer, in
                                         full or in part, or elect to purchase any or all of the Shares proposed to be transferred
                                         to any one or more of the Proposed Transferees, at the Transfer Purchase Price, provided
                                         that if the Transfer Purchase Price consists of no legal consideration (as, for example,
                                         in the case of a transfer by gift), the purchase price will be the fair market value
                                         of the Shares as determined in good faith by the Company. If the Transfer Purchase Price
                                         includes consideration other than cash, the cash equivalent value of the non-cash consideration
                                         shall be determined by the Company in good faith.



 


		iii)	Payment.
                                         Payment of the Transfer Purchase Price shall be made, at the election of the Company
                                         or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding
                                         indebtedness or by any combination thereof within 60 days after receipt of the Notice
                                         or in the manner and at the times mutually agreed to by the Company (or its assignee(s))
                                         and the Holder.



 




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		iv)	Holder’s
                                         Right to Transfer. If any
                                         of the Shares proposed in the Notice to be transferred to a given Proposed Transferee
                                         are both (A) not purchased by the Company and/or its assignee(s) as provided in this
                                         Section 3(b) and (B) approved by the Company to be transferred, then the Holder may sell
                                         or otherwise transfer any unpurchased Shares to the Proposed Transferee at the Transfer
                                         Purchase Price or at a higher price, provided that such sale or other transfer is consummated
                                         within 120 days after the date of the Notice and provided further that any such sale
                                         or other transfer is effected in accordance with the transfer restrictions set forth
                                         in the Company’s Bylaws, the Plan and any Applicable Laws and the Proposed Transferee
                                         agrees in writing that the provisions of this Section 3 and the waiver of statutory information
                                         rights in Section 10 shall continue to apply to the Shares in the hands of such Proposed
                                         Transferee. The Company, in consultation with its legal counsel, may require the Holder
                                         to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares
                                         described in the Notice are not transferred to the Proposed Transferee within such period,
                                         or if the Holder proposes to change the price or other terms to make them more favorable
                                         to the Proposed Transferee, a new Notice shall be given to the Company, and the Company
                                         and/or its assignees shall again have the right to approve such transfer and be offered
                                         the Right of First Refusal.



 


		v)	Exception
                                         for Certain Family Transfers. Anything to the contrary contained in this Section
                                         3(b) notwithstanding, the transfer of any or all of the Shares during Purchaser’s
                                         lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate
                                         Family or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family
                                         shall be exempt from the provisions of this Section 3(b). “Immediate Family”
                                         as used in this Agreement shall mean lineal descendant or antecedent, spouse (or spouse’s
                                         antecedents), father, mother, brother or sister (or their descendants), stepchild (or
                                         their antecedents or descendants), aunt or uncle (or their antecedents or descendants),
                                         brother-in-law or sister-in-law (or their antecedents or descendants) and shall include
                                         adoptive relationships. In such case, the transferee or other recipient shall receive
                                         and hold the Shares so transferred subject to the provisions of this Section 3, and there
                                         shall be no further transfer of such Shares except in accordance with the terms of this
                                         Section 3.



 


		c)	Company’s
                                         Right to Purchase upon Involuntary Transfer.
                                         In the event, at any time after the date of this Agreement, of any transfer by operation
                                         of law or other involuntary transfer (including death or divorce, but excluding a transfer
                                         to Immediate Family as set forth in Section 3(b)(v) above) of all or a portion of the
                                         Shares by the record holder thereof, the Company shall have the right to purchase any
                                         or all of the Shares transferred at the Fair Market Value of the Shares on the date of
                                         transfer (as determined by the Company in its sole discretion). Upon such a transfer,
                                         the Holder shall promptly notify the Secretary of the Company of such transfer. The right
                                         to purchase such Shares shall be provided to the Company for a period of 30 days following
                                         receipt by the Company of written notice from the Holder.



 


		d)	Assignment.
                                         The right of the Company to purchase any part of the Shares may be assigned in whole
                                         or in part to any holder or holders of capital stock of the Company or other persons
                                         or organizations.



 


		e)	Restrictions
                                         Binding on Transferees.
                                         All transferees of Shares or any interest therein will receive and hold such Shares or
                                         interest subject to the provisions of this Agreement, including, insofar as applicable,
                                         the Repurchase Option. Any sale or transfer of the Shares shall be void unless the provisions
                                         of this Agreement are satisfied.



 


		f)	Termination
                                         of Rights. The transfer
                                         restrictions set forth in Section 3(b) above and Section 12 of the Plan, the Right of
                                         First Refusal granted the Company by Section 3(b) above and the right to repurchase the
                                         Shares in the event of an involuntary transfer granted the Company by Section 3(c) above
                                         shall terminate upon (i) the first sale of Common Stock of the Company to the general
                                         public pursuant to a registration statement filed with and declared effective by the
                                         Securities and Exchange Commission under the Securities Act (other than a registration
                                         statement relating solely to the issuance of Common Stock pursuant to a business combination
                                         or an employee incentive or benefit plan) or (ii) any transfer or conversion of Shares
                                         made pursuant to a statutory merger or statutory consolidation of the Company with or
                                         into another corporation or corporations if the common stock of the surviving corporation
                                         or any direct or indirect parent corporation thereof is registered under the Exchange
                                         Act. Upon termination of such transfer restrictions, the Company will remove any stop-transfer
                                         notices referred to in Section 7(b) below and related to the restriction in Sections
                                         3(b) and 3(c) and a new stock certificate or, in the case of uncertificated securities,
                                         notice of issuance, for the Shares not repurchased shall be issued, on request, without
                                         the legend referred to in Section 7(a)(ii) below.



 




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		g)	Lock-Up
                                         Agreement. If so requested
                                         by the Company or the underwriters in connection with the initial public offering of
                                         the Company’s securities registered under the Securities Act of 1933, as amended,
                                         Purchaser shall not sell, make any short sale of, loan, grant any option for the purchase
                                         of, or otherwise dispose of any securities of the Company however or whenever acquired
                                         (except for those being registered) without the prior written consent of the Company
                                         or such underwriters, as the case may be, for 180 days from the effective date of the
                                         registration statement, plus such additional period, to the extent required by FINRA
                                         rules, up to a maximum of 216 days from the effective date of the registration statement,
                                         and Purchaser shall execute an agreement reflecting the foregoing as may be requested
                                         by the underwriters at the time of such offering.



 


		4)	Escrow
                                         of Unvested Shares. For
                                         purposes of facilitating the enforcement of the provisions of Section 3 above, Purchaser
                                         agrees, immediately upon receipt of the stock certificate(s) or, in the case of uncertificated
                                         securities, notice of issuance, for the Shares subject to the Repurchase Option, to deliver
                                         any such stock certificate(s) as well as a Stock Power in the form attached to this Agreement
                                         as Exhibit A executed
                                         by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to
                                         the Secretary of the Company, or the Secretary’s designee, to hold such Shares
                                         (and stock certificate(s), if any) and Stock Power in escrow and to take all such actions
                                         and to effectuate all such transfers and/or releases as are required in accordance with
                                         the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the
                                         Company, or the Secretary’s designee, is so appointed as the escrow holder with
                                         the foregoing authorities as a material inducement to make this Agreement and that said
                                         appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees
                                         that said escrow holder shall not be liable to any party hereof (or to any other party).
                                         The escrow holder may rely upon any letter, notice or other document executed by any
                                         signature purported to be genuine and may resign at any time. Purchaser agrees that if
                                         the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder
                                         for any or no reason, the Board of Directors of the Company shall have the power to appoint
                                         a successor to serve as escrow holder pursuant to the terms of this Agreement.



 


		5)	Investment
                                         and Taxation Representations.
                                         In connection with the purchase of the Shares, Purchaser represents to the Company the
                                         following:



 


		a)	Purchaser
                                         is aware of the Company’s business affairs and financial condition and has acquired
                                         sufficient information about the Company to reach an informed and knowledgeable decision
                                         to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s
                                         own account only and not with a view to, or for resale in connection with, any “distribution”
                                         thereof within the meaning of the Securities Act or under any applicable provision of
                                         state law. Purchaser does not have any present intention to transfer the Shares to any
                                         other person or entity.



 


		b)	Purchaser
                                         understands that the Shares have not been registered under the Securities Act by reason
                                         of a specific exemption therefrom, which exemption depends upon, among other things,
                                         the bona fide nature of Purchaser’s investment intent as expressed herein.



 


		c)	Purchaser
                                         further acknowledges and understands that the securities must be held indefinitely unless
                                         they are subsequently registered under the Securities Act or an exemption from such registration
                                         is available. Purchaser further acknowledges and understands that the Company is under
                                         no obligation to register the securities.



 


		d)	Purchaser
                                         is familiar with the provisions of Rule 144, promulgated under the Securities Act, which,
                                         in substance, permits limited public resale of “restricted securities” acquired,
                                         directly or indirectly, from the issuer of the securities (or from an affiliate of such
                                         issuer), in a non-public offering subject to the satisfaction of certain conditions.
                                         Purchaser understands that the Company provides no assurances as to whether he or she
                                         will be able to resell any or all of the Shares pursuant to Rule 144, which rule requires,
                                         among other things, that the Company be subject to the reporting requirements of the
                                         Exchange Act, that resales of securities take place only after the holder of the Shares
                                         has held the Shares for certain specified time periods, and under certain circumstances,
                                         that resales of securities be limited in volume and take place only pursuant to brokered
                                         transactions. Notwithstanding this Section 5(d), Purchaser acknowledges and agrees to
                                         the restrictions set forth in Section 5(e) below.



  






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		e)	Purchaser
                                         further understands that in the event all of the applicable requirements of Rule 144
                                         are not satisfied, registration under the Securities Act, compliance with Regulation
                                         A, or some other registration exemption will be required; and that, notwithstanding the
                                         fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission
                                         has expressed its opinion that persons proposing to sell private placement securities
                                         other than in a registered offering and otherwise than pursuant to Rule 144 will have
                                         a substantial burden of proof in establishing that an exemption from registration is
                                         available for such offers or sales, and that such persons and their respective brokers
                                         who participate in such transactions do so at their own risk.



 


		f)	Purchaser
                                         understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted
                                         any tax consultants Purchaser deems advisable in connection with the purchase or disposition
                                         of the Shares and that Purchaser is not relying on the Company for any tax advice.



 


		6)	Voting
                                         Provisions. As a condition
                                         precedent to entering into this Agreement, at the request of the Company, Purchaser shall
                                         become a party to any voting agreement to which the Company is a party at the time of
                                         Purchaser’s execution and delivery of this Agreement, as such voting agreement
                                         may be thereafter amended from time to time (the “Voting Agreement”), by
                                         executing an adoption agreement or counterpart signature page agreeing to be bound by
                                         and subject to the terms of the Voting Agreement and to vote the Shares in the capacity
                                         of a “Common Holder” and a “Stockholder,” as such terms may be
                                         defined in the Voting Agreement.



 


		7)	Restrictive
                                         Legends and Stop-Transfer Orders.



 


		a)	Legends.
                                         Any stock certificate or, in the case of uncertificated securities, notice of issuance,
                                         for the Shares, shall bear the following legends (as well as any legends required by
                                         applicable state and federal corporate and securities laws):



 


		i)	“THE
                                         SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                         AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
                                         THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
                                         AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM
                                         SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
                                         ACT OF 1933.”



 


		ii)	“THE
                                         TRANSFER OF SECURITIES REFERENCED HEREIN IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL
                                         OF THE COMPANY PURSUANT TO AND IN ACCORDANCE WITH THE COMPANY’S BYLAWS AND STOCK
                                         PLAN, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
                                         PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT
                                         TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY WITH THE COMPANY’S
                                         BYLAWS AND STOCK PLAN.”



 


		iii)	“THE
                                         SECURITIES REFERENCED HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF
                                         AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH
                                         AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.”



 


		iv)	Any
                                         legend required by the Voting Agreement, as applicable.



 


		b)	Stop-Transfer
                                         Notices. Purchaser agrees
                                         that, in order to ensure compliance with the restrictions referred to herein, the Company
                                         may issue appropriate “stop transfer” instructions to its transfer agent,
                                         if any, and that, if the Company transfers its own securities, it may make appropriate
                                         notations to the same effect in its own records.



 


		c)	Refusal
                                         to Transfer. The Company
                                         shall not be required (i) to transfer on its books any Shares that have been sold or
                                         otherwise transferred in violation of any of the provisions of this Agreement or the
                                         Plan or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends
                                         to any purchaser or other transferee to whom such Shares shall have been so transferred.



 




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		8)	No Employment
                                         Rights. Nothing in this
                                         Agreement shall affect in any manner whatsoever the right or power of the Company, or
                                         a parent, subsidiary or affiliate of the Company, to terminate Purchaser’s employment
                                         or consulting relationship, for any reason, with or without cause.



 


		9)	Section
                                         83(b) Election. Purchaser
                                         understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the
                                         “Code”),
                                         taxes as ordinary income the difference between the amount paid for the Shares and the
                                         Fair Market Value of the Shares as of the date any restrictions on the Shares lapse.
                                         In this context, “restriction”
                                         means the right of the Company to buy back the Shares pursuant to the Repurchase Option
                                         set forth in Section 3(a) above. Purchaser understands that Purchaser may elect to be
                                         taxed at the time the Shares are purchased, rather than when and as the Repurchase Option
                                         expires, by filing an election under Section 83(b) (an “83(b) Election”)
                                         of the Code with the Internal Revenue Service within 30 days from the date of purchase.
                                         Even if the Fair Market Value of the Shares at the time of the execution of this Agreement
                                         equals the amount paid for the Shares, the election must be made to avoid income under
                                         Section 83(a) in the future. Purchaser understands that failure to file such an election
                                         in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further
                                         understands that an additional copy of such election form should be filed with Purchaser’s
                                         federal income tax return for the calendar year in which the date of this Agreement falls.
                                         Purchaser acknowledges that the foregoing is only a summary of the effect of United States
                                         federal income taxation with respect to purchase of the Shares hereunder, does not purport
                                         to be complete, and is not intended or written to be used, and cannot be used, for the
                                         purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company
                                         has directed Purchaser to seek independent advice regarding the applicable provisions
                                         of the Code, the income tax laws of any municipality, state or foreign country in which
                                         Purchaser may reside, and the tax consequences of Purchaser’s death, and Purchaser
                                         has consulted, and has been fully advised by, Purchaser’s own tax advisor regarding
                                         such tax laws and tax consequences or has knowingly chosen not to consult such a tax
                                         advisor. Purchaser further acknowledges that neither the Company nor any subsidiary or
                                         representative of the Company has made any warranty or representation to Purchaser with
                                         respect to the tax consequences of Purchaser’s purchase of the Shares or of the
                                         making or failure to make an 83(b) Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS
                                         OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH
                                         THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE
                                         THIS FILING ON PURCHASER’S BEHALF.



 


		10)	Waiver
                                         of Statutory Information Rights.
                                         Purchaser acknowledges and understands that, but for the waiver made herein, Purchaser
                                         would be entitled, upon written demand under oath stating the purpose thereof, to inspect
                                         for any proper purpose, and to make copies and extracts from, the Company’s stock
                                         ledger, a list of its stockholders, and its other books and records, and the books and
                                         records of subsidiaries of the Company, if any, under the circumstances and in the manner
                                         provided in Section 220 of the Delaware General Corporation Law (any and all such rights,
                                         and any and all such other rights of Purchaser as may be provided for in Section 220,
                                         the “Inspection Rights”).
                                         In light of the foregoing, until the first sale of Common Stock of the Company to the
                                         general public pursuant to a registration statement filed with and declared effective
                                         by the Securities and Exchange Commission under the Securities Act of 1933, as amended,
                                         Purchaser hereby unconditionally and irrevocably waives the Inspection Rights, whether
                                         such Inspection Rights would be exercised or pursued directly or indirectly pursuant
                                         to Section 220 or otherwise, and covenants and agrees never to directly or indirectly
                                         commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced
                                         any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection
                                         Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in Purchaser’s
                                         capacity as a stockholder and shall not affect any rights of a director, in his or her
                                         capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual
                                         inspection rights of Purchaser under any written agreement with the Company.



 


		11)	Miscellaneous.



 


		a)	Governing
                                         Law. The validity, interpretation,
                                         construction and performance of this Agreement, and all acts and transactions pursuant
                                         hereto and the rights and obligations of the parties hereto shall be governed, construed
                                         and interpreted in accordance with the laws of the state of Delaware, without giving
                                         effect to principles of conflicts of law. For purposes of litigating any dispute that
                                         may arise directly or indirectly from this Agreement, the parties hereby submit and consent
                                         to the exclusive jurisdiction of the state of Delaware and agree that any such litigation
                                         shall be conducted only in the courts of Delaware or the federal courts of the United
                                         States located in Delaware and no other courts.



 




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		b)	Entire
                                         Agreement. This Agreement
                                         sets forth the entire agreement and understanding of the parties relating to the subject
                                         matter herein and supersedes all prior or contemporaneous discussions, understandings
                                         and agreements, whether oral or written, between them relating to the subject matter
                                         hereof.



 


		c)	Amendments
                                         and Waivers. No modification
                                         of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
                                         shall be effective unless in writing signed by the parties to this Agreement. No delay
                                         or failure to require performance of any provision of this Agreement shall constitute
                                         a waiver of that provision as to that or any other instance.



 


		d)	Successors
                                         and Assigns. Except as otherwise
                                         provided in this Agreement, this Agreement, and the rights and obligations of the parties
                                         hereunder, will be binding upon and inure to the benefit of their respective successors,
                                         assigns, heirs, executors, administrators and legal representatives. The Company may
                                         assign any of its rights and obligations under this Agreement. No other party to this
                                         Agreement may assign, whether voluntarily or by operation of law, any of its rights and
                                         obligations under this Agreement, except with the prior written consent of the Company.



 


		e)	Notices.
                                         Any notice, demand or request required or permitted to be given under this Agreement
                                         shall be in writing and shall be deemed sufficient when delivered personally or by overnight
                                         courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified
                                         or registered mail with postage prepaid, addressed to the party to be notified at such
                                         party’s address as set forth on the signature page, as subsequently modified by
                                         written notice, or if no address is specified on the signature page, at the most recent
                                         address set forth in the Company’s books and records.



 


		f)	Severability.
                                         If one or more provisions of this Agreement are
                                         held to be unenforceable under applicable law, the parties agree to renegotiate such
                                         provision in good faith. In the event that the parties cannot reach a mutually agreeable
                                         and enforceable replacement for such provision, then (i) such provision shall be excluded
                                         from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such
                                         provision were so excluded and (iii) the balance of the Agreement shall be enforceable
                                         in accordance with its terms.



 


		g)	Construction.
                                         This Agreement is the result of negotiations between and has been reviewed by each of
                                         the parties hereto and their respective counsel, if any; accordingly, this Agreement
                                         shall be deemed to be the product of all of the parties hereto, and no ambiguity shall
                                         be construed in favor of or against any one of the parties hereto.



 


		h)	Counterparts.
                                         This Agreement may be executed in any number of counterparts, each of which when so executed
                                         and delivered shall be deemed an original, and all of which together shall constitute
                                         one and the same agreement.



 


		i)	Electronic
                                         Delivery. The Company may,
                                         in its sole discretion, decide to deliver any documents related to this Agreement or
                                         any notices required by applicable law or the Company’s Certificate of Incorporation
                                         or Bylaws by email or any other electronic means. Purchaser hereby consents to receive
                                         such documents and notices by such electronic delivery and agrees to participate through
                                         an on-line or electronic system established and maintained by the Company or a third
                                         party designated by the Company.



 


		j)	Imposition
                                         of Other Requirements. The
                                         Company reserves the right to impose other requirements on Purchaser’s participation
                                         in the Plan and on any Award or Shares acquired under the Plan, to the extent the Company
                                         determines it is necessary or advisable in order to comply with Applicable Law or facilitate
                                         the administration of the Plan. Purchaser agrees to sign any additional agreements or
                                         undertakings that may be necessary to accomplish the foregoing. Furthermore, Purchaser
                                         acknowledges that the laws of the country in which Purchaser is working at the time of
                                         grant of this Agreement, the purchase, vesting or sale of Shares received pursuant to
                                         this Agreement (including any rules or regulations governing securities, foreign exchange,
                                         tax, labor, or other matters) may subject Purchaser to additional procedural or regulatory
                                         requirements that Purchaser is and will be solely responsible for and must fulfill.



 




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		k)	California
                                         Corporate Securities Law.
                                         THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
                                         WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
                                         THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR
                                         TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION
                                         BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL
                                         PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED,
                                         UNLESS THE SALE IS SO EXEMPT.



 


[Signature
Page Follows]


 






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The
parties have executed this Agreement as of the date first set forth above.


 


	 	THE
    COMPANY:
	 	AKOUSTIS,
    INC.
	 	 
	 	By:	
	 	Name:	
	 	Title:	
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	Name:
    	 


 




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EXHIBIT
A


 


STOCK
POWER


 


FOR
VALUE RECEIVED, the undersigned (“Holder”) hereby sells, assigns and transfers unto ________________ (“Transferee”)
___ shares of the Common Stock of Akoustis, Inc., a Delaware corporation (the “Company”), standing in Holder’s
name on the Company’s books as Certificate No. CS-__ whether held in certificated or uncertificated form, and does hereby
irrevocably constitute and appoint ______________________ to transfer said stock on the books
of the Company with full power of substitution in the premises.


 


	Date:
    ____________	HOLDER:
	 	 
	 	By:
    	 
	 	(Signature)
	 	Name: 	 


 


This
Stock Power may only be used as authorized by the Restricted Stock Purchase Agreement between the Holder and the Company, dated
June 13, 2014 and the exhibits thereto.


 


Instructions:
Please do not fill in any blanks other than the signature line. The purpose
of this assignment is to enable the Company to exercise its repurchase option set forth in the Agreement without requiring
additional signatures on the part of the Holder.


 




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