Amendment to Placement Agent Agreement by and between the Company and Joseph Gunnar & Co, LLC in connection with the Second 2017 offering

Exhibit 10.33.2

Highly Confidential

December 8, 2017

Akoustis Technologies, Inc.

9805 Northcross Center Court

Suite H

Huntersville, NC 28078

Attn:       Mr. Jeffrey Shealy

President and Chief Executive Officer

FIRST AMENDMENT TO ENGAGEMENT AGREEMENT PROVIDING FOR INVESTMENT BANKING SERVICES

Dear Mr. Shealy:

This letter (“First Amendment”) hereby amends the Engagement Agreement Providing for Investment Banking Services (the “Engagement”) dated November 13, 2017 between Akoustis Technologies, Inc. and Joseph Gunnar & Co., LLC. As between the parties this amendment letter shall be effective as of December 7, 2017.

This First Amendment hereby amends and restates the third paragraph of Section 4 as follows:

The Company represents and warrants to Joseph Gunnar that all Information relating to the Company or which the Company provides in writing (collectively, the “Materials”) will be materially complete and correct. Joseph Gunnar agrees that it will not and will cause its affiliates not to disclose the Materials, this Agreement, the contents thereof or the activities of the Company pursuant hereto, directly or indirectly, to any person without the prior written approval of the Company, except that Joseph Gunnar may disclose the Materials (i) to any prospective investor that has entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company and (ii) as required by applicable law or regulation or compulsory legal, judicial, administrative or regulatory process (in which case Joseph Gunnar will inform any such persons of the confidentiality obligations contained herein). The obligations of Joseph Gunnar pursuant to this paragraph shall survive any expiration or termination of this agreement or Joseph Gunnar’s engagement hereunder. The Company represents and warrants that any projections provided by it to Joseph Gunnar will have been prepared in good faith and will be based upon assumptions, which, in light of the circumstances under which they are made, are reasonable. The Company recognizes and confirms that Joseph Gunnar (i) will use and rely primarily on the Materials and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to transmit to any prospective investor the Materials and other legal documentation supplied to Joseph Gunnar for transmission to parties that have entered into a customary form of confidentiality agreement (including a “click-through” on a secure website) by or on behalf of the Company; (iii) does not assume responsibility for the accuracy or completeness of the Materials and such other information; (iv) will not make an appraisal of the Company; and (v) retains the right to continue to perform due diligence during the course of its engagement hereunder to the extent that it is reasonably necessary for it to perform the services contemplated hereby (it being understood that Joseph Gunnar will not be authorized to act as an initial purchaser or underwriter but will merely be acting as a placement agent without underwriter liability under the Securities Act of 1933).

Highly Confidential

All other provisions of the Engagement shall remain unchanged.

(intentionally blank, signature page to follow)

Highly Confidential

IN WITNESS WHEREOF, this First Amendment has been executed on the date first above written.

Accepted and agreed to as of the date first written above: