exhibit 10. 33 highly confidential november 13, 2017 akoustis technologies, inc. 9805 northcross center court suite h huntersville, nc 28078 attn : mr. jeffrey shealy attn : mr. jeffrey shealy attn : mr. jeffrey shealy president & chief executive officer engagement agreement providing for investment banking services dear mr. shealy : this letter agreement ( this “ agreement ” ) is to confirm the engagement by akoustis technologies, inc. and its subsidiaries and affiliates ( the “ company ” or “ you ” ) of joseph gunnar & co., llc ( “ joseph gunnar ” ) as its non - exclusive financial advisor and placement agent in connection with an institutional equity capital raise ( s ) ( “ each a transaction ” and each an “ offering ” ). the offering will raise a minimum of gross proceeds of five hundred thousand dollars ( $ 500, 000 ) ( the “ minimum offering amount ” ) and a maximum of gross proceeds of fifteen million dollars ( $ 15, 000, 000 ) ( the “ maximum offering amount ” ) 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 $ 5. 50 per share ( the “ offering price ” ). the minimum subscription is twenty - seven thousand five - hundred dollars ( $ 27, 500 ) or five thousand shares ( 5, 000 ), provided, however, that subscriptions in lesser amounts may be accepted by the company in its sole discretion. placement of the securities by the joseph gunnar will be made on a reasonable best efforts basis. the company agrees and acknowledges that joseph gunnar is not acting as an underwriter with respect to the offering and the company shall determine the purchasers in the offering in its sole discretion. the shares will be offered by the company to potential subscribers, which may include related parties of the joseph gunnar or the company, commencing on november 13, 2017 through december 22, 2017 ( the “ initial offering period ” ), which date may be extended by the company in its sole discretion ( this additional period, if any, and the initial offering period shall be referred to as the “ offering period ” ). the date on which the offering is terminated shall be referred to as the “ termination date ”. the closing of the offering may be held up to ten days after the termination date. 30 broad street, 11th floor ● new york, ny 1000