Exhibit 10.1

EV Group

-1 -

[***]

CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

AGREEMENT OF SALE

FOR

[***] Automated Production Bonding System [***]

concluded by and between

Akoustis, Inc.

with business address at 5450 Campus Drive, Canandaigua, NY 14424

hereinafter referred to as “Buyer”

and

EV Group Inc.

with business address at 7700 South River Parkway, Tempe, AZ 85284, USA

hereinafter referred to as “Seller”

WHEREAS, Buyer wishes to acquire the Product as defined herein for the purposes as chosen and determined by Buyer,

AND WHEREAS, Seller is willing and able to sell, deliver, install and commission the Product,

NOW THEREFORE, Buyer and Seller (hereinafter referred to as “Parties”) enter into this agreement of sale (hereinafter referred to as “Agreement”) and upon order confirmation by Seller or signing of this Agreement by both Parties, as the case may be (hereinafter referred to as “Entering into Force of this Agreement”) mutually agree as follows:

(a) thirty percent (30%) upon order confirmation by Seller or signing of this Agreement by both Parties, as the case may be; 

(b) sixty percent (60%) upon Source Inspection Test at the production site in Austria or prior to delivery of the Product; and

(c) ten percent (10%) upon Final Acceptance of the Product (or within 90 days unless delays are the responsibility of EVG)

who are technically competent, and appropriately licensed where required. Such personnel of Buyer shall be immediately available to assist Seller’s personnel during the installation and commissioning of the Product as well as during the performance of the Acceptance Test for the Product.

Seller warrants that its’ technical support hot-line is available during normal business hours with a response time of four (4) hours for production line Products and with a response time of twenty-four (24) hours for engineering line Products. In case of a Product down event Seller’s local field service organization will dispatch a qualified engineer to be on-site within three (3) working days upon Buyer’s request for production line Products and within ten (10) working days upon Buyer’s request for engineering line Products. The type of Product (production line or engineering line) is applicable as offered in the respective Quotation. All spare parts, excluding parts designated to be configuration specific, are held on stock on a non-exclusive basis. Parts on stock will be dispatched as fast as possible but latest the following working day for production line Products and within ten (10) working days for engineering line Products.

Seller warrants that it’s technical support hot-line is available during normal business hours with an average response time of four (4) hours for production line Products and with an average response time of twenty-four (24) hours for engineering line Products. The type of Product (production line or engineering line) is applicable as offered in the respective Quotation. In case of a Product down event Seller’s local field service organization will strive to dispatch a qualified engineer to be on-site within three (3) working days upon receipt of Buyer’s valid purchase order for production line Products and within ten (10) working days upon receipt of Buyer’s valid purchase order for engineering line Products. Response times are not guaranteed and depend on resource utilization.

Regular turning spare parts, excluding parts designated to be configuration specific, are held on stock on a non-exclusive basis. Parts on stock will be dispatched according to Buyer’s requirements and Buyer’s valid purchase order.

Any and all Software is merely provided on an “AS IS” basis, subject to clause 10.1. (b).

Upgrades for additional functionalities and features are chargeable separately and independent from the warranty state to Buyer and are based on feasibility which will be checked on a case by case basis. The foregoing shall not apply for used and/or refurbished Products and used and/or refurbished spare parts.

Seller shall grant a worldwide, non-exclusive, perpetual and irrevocable license, which is required for the operation of the Product and as expressly stated in the applicable quotation. However, the sale of the Product to Buyer does not convey rights or license, expressed or implied, to practice and/or run processes or to manufacture products which may be covered by copyrights, trademarks, patents, utility models, industrial designs, know-how or any other intellectual property rights owned and/or licensable by third parties. If required, Buyer shall obtain any such licenses directly from the respective licensor, at its own expense and costs.

Subject to the general terms and conditions of this Agreement, Seller shall at its own expense indemnify and hold harmless Buyer from and against any such claims which result from the fact that Seller knew, or should have known that the supplied Product as designed and produced on behalf of Seller violates or infringes upon any trademarks, patents, utility models or industrial designs of third parties. In the event of a suit for infringement whereby the operation of the Product is enjoined due to such misrepresentation of Seller, Seller shall at its own expense either procure for Buyer the right for continued operation, or replace the Product with substantially equal but non-infringing parts.

Notwithstanding the forgoing, Buyer may disclose the terms of this Agreement if such disclosure is required by law, rule, regulation, or an order from a court, regulatory agency or other governmental authority, or the rules of any stock exchange on which Buyer’s shares are listed or quoted.  In such event, Buyer will provide to Seller a copy of the agreement proposed to be disclosed so that Seller may consent to the disclosure of this agreement, including any redactions thereto proposed by Seller, such consent not to be unreasonably withheld. Buyer agrees to submit a request to the SEC or the applicable governing body that Seller’s redactions receive confidential treatment under the laws, rules and regulations of the SEC or otherwise be held in confidence to the fullest extent permitted under the laws, rules or regulations of the applicable governing body.

IN WITNESS WHEREOF, the Parties agree that this Agreement is executed by duly authorized personnel from each Party and that in case of signing of this Agreement the date of Entering into Force of this Agreement is the latest date shown.

Confidential