You acknowledge that you are receiving valuable consideration in exchange for agreeing to the terms of this Letter. This Letter and any disputes or controversies arising hereunder shall be construed and enforced in accordance with and governed by the internal laws of the State of North Carolina without regard to the conflicts of laws principles thereof. Except as otherwise provided herein, this Letter constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and cancels any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto. This Letter shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. You may not assign this Letter or any of your rights or obligations hereunder. Akoustis may assign this Letter and its right and obligations hereunder, in whole or in part. This Letter may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A signed copy of this Letter delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Letter. Headings in this Letter are for reference purposes only and shall not be deemed to have any substantive effect.