0001615774-17-002703 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May [ ], 2017, among Akoustis Technologies, Inc., a Delaware corporation (the “Company”), and the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and collectively, the “Subscribers”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 25th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus • New York

This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) by Akoustis Technologies, Inc., a Delaware corporation (the “Company”) of up to 600,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $9.00 per Share (the “Purchase Price”). This subscription is being submitted to you in accordance with and subject to the terms and conditions described in this Agreement.

Akoustis Technologies, Inc.
Akoustis Technologies, Inc. • May 25th, 2017 • Telephone & telegraph apparatus
FIRST AMENDMENT
First Amendment • May 25th, 2017 • Akoustis Technologies, Inc. • Telephone & telegraph apparatus

This First Amendment to Placement Agency Agreement (“Amendment”) is entered into as of the 8th day of May 2017, by and between Akoustis Technologies, Inc. (the “Company”) and Katalyst Securities LLC (“Katalyst”), (“Placement Agent”) and amends the Placement Agency Agreement dated December 8, 2016 (the “Agreement”).

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