EXHIBIT 10.22 Non-Qualified Option Agreement Material Technologies, Inc. NON- STATUTORY STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC. --------------------------- This Non-Statutory Stock Option Agreement is hereby entered into as of the 15th day...Non-Qualified Stock Option Agreement • January 31st, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
LICENSE AGREEMENT This License Agreement ("Agreement") is entered into and effective as of April ___, 2003 between Matech International, Inc, a Nevada corporation ("Licensee"), and Material Technologies, Inc., a Delaware corporation ("Licensor") with...License Agreement • May 2nd, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
EXHIBIT 10.15 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (the "Agreement") is made as of July 15, 2002 by and between STEPHEN FORREST BECK, an individual with offices at 10761 Wilkins Avenue, Los Angeles, CA...Settlement Agreement • November 4th, 2002 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
EXHIBIT 10.13 Material Technologies, Inc. 11661 San Vincente Blvd. Suite 707 Los Angeles, CA 90049 (310) 208-5589 FAX (310) 473-3177 Email. matech@att.net -------------- SUBSCRIPTION AGREEMENT ---------------------- THE SUBSCRIPTION AGREEMENT, made...Subscription Agreement • November 4th, 2002 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Delaware
EXHIBIT 10.24 LICENSE AGREEMENT This License Agreement ("Agreement") is entered into and effective as of January 3, 2003 between Integrated Technologies, Inc., a Delaware Corporation ("Licensee"), and Material Technologies, Inc., a Delaware...License Agreement • January 31st, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
SECURITY AGREEMENT (TO PAY FOR PAST LEGAL SERVICES) This Agreement is made as of August 1, 2002 by and between ROBERT A. BRUNETTE, an individual who resides at 4443 Chevy Chase Drive, La Canada Flintridge, CA 91011 (hereafter "BRUNETTE"), and HASSEL...Security Agreement • May 2nd, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
This INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of June 5, 2008 by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and Marybeth Miceli Newton (“Indemnitee”) (individually, a “Party”; collectively, the “Parties”).
RECITALSBusiness Consulting Agreement • November 4th, 2002 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Illinois
c) Closing. Subject to the satisfaction of the conditions set forth in Sections 7, 8 and 11 below, the Closing of the transactions contemplated by this Agreement shall take place (AClosing Date@) when (i) Seller delivers the ------------ Preferred...Securities Subscription Agreement • January 31st, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
TEAMING AGREEMENT No. 96-058Teaming Agreement • April 30th, 1997 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Texas
andRepayment Agreement • March 19th, 1998 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
Registration Rights Agreement dated as of December 16, 2005 (this “Agreement”) by and between Material Technologies, Inc., a Delaware corporation, with principal executive offices located at 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049 (the “Company”), and Golden Gate Investors, Inc. (the “Holder”). WHEREAS, upon the terms and subject to the conditions of the Securities Purchase Agreement dated as of even date herewith, by and between the Holder and the Company (the “Securities Purchase Agreement”), the Company has agreed to issue and sell to the Holder a Convertible Debenture (the “Debenture”) of the Company in the aggregate principal amount of $200,000 which, upon the terms of and subject to the conditions contained therein, is convertible into shares of the Company’s Common Stock (the “Common Stock”) and a Warrant to purchase shares (the “Warrants”) of the Company’s Common Stock (the “Warrant Shares”); and WHEREAS, to induce the Holder to execute and
SECURITIES SUBSCRIPTION AGREEMENT THIS SECURITIES SUBSCRIPTION AGREEMENT, dated as of April____, 2003 ("Agreement"), is executed in reliance upon the exemption from registration afforded by Rule 506 promulgated under Regulation D by the Securities and...Securities Subscription Agreement • May 2nd, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), dated as of August 28, 2008, is by and among Material Technologies, Inc., a Delaware corporation (“MaTech”) and Patrick Fischli, an individual (Patrick Fischli shall be referred to as the “Claimant”) (individually, a “Party”).
ContractConvertible Debenture • January 5th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
Company: Material Technologies, Inc. Company Address: 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049 Closing Date: December 16, 2005 Maturity Date: December 16, 2008 Principal Amount: $200,000 First Payment Due Date: February 15, 2006
EXHIBIT 10.3 AMENDMENT 1License Agreement • April 30th, 1997 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
WARRANT AGREEMENTWarrant Agreement • November 2nd, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
This WARRANT AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2006 (the “Issuance Date”), by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and HYDE INVESTMENTS, LTD. (the “Holder”). The Company and the Holder hereby agree as follows: Section 1. Issuance of the Warrant; Transferability and Form of the Warrant.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
Securities Purchase Agreement dated as of December 16, 2005 (this “Agreement”) by and between Material Technologies, Inc., a Delaware corporation, with principal executive offices located at 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049 (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Holder”). WHEREAS, Holder desires to purchase from the Company, and the Company desires to issue and sell to Holder, upon the terms and subject to the conditions of this Agreement, a Convertible Debenture of the Company in the aggregate principal amount of $200,000 (the “Debenture”); and WHEREAS, in conjunction with the Debenture, the Company has issued a Warrant to Purchase Common Stock to the Holder (the “Warrant”); and WHEREAS, upon the terms and subject to the conditions set forth in the Debenture and the Warrant, the Debenture and Warrant are convertible and exercisable, respectively, into shares of the Company’s Common Stock (the “Common S
TEAMING AGREEMENTTeaming Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT, entered into this 6th day of June, 2008, e-RADLIK, Inc. a Delaware corporation with a principal place of business at 252 Denison Hill Road, North Stonington, CT 06359 (hereinafter “e-R”) and Material Technologies, Inc., a corporation located at 11661 San Vincente Blvd., Suite 707, Los Angeles, CA 90049 (hereinafter “MATECH”) (individually, a “Party”; collectively, the “Parties” or the “Team”).
MATERIAL TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this 23rd day of May, 2008, by and between Material Technologies, Inc., a Delaware corporation (“Company”), and Robert M. Bernstein (referred to herein as the “Optionee”), with reference to the following recitals of facts:
STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS STOCK OPTION AGREEMENT (this “Option”) is intended to certify that, pursuant to that certain Consulting Agreement with the Company of even date herewith, Kelly Shuster, an individual, or his assigns (collectively, the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase, 24,000 shares of Class B common stock of the Company (the “Option Shares”) from Robert M. Bernstein, an individual (the “Seller”), upon exercise at a purchase price of $0.50 per Option Share (the “Option Price”). 1. TERM. Subject to the terms of this Option, the Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the 9th day of April, 2008 and ending at 5:00 p.m., Pacific Time, on the 8th day of April, 2018 (the “Termination Date”), to purchase from the Seller the Option Shares upon payment to the Seller of the Option Price. Notwithstanding anything to the contrary contained in this Option or otherwise, the Holder shall not b
STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS STOCK OPTION AGREEMENT (this “Option”) is intended to certify that, pursuant to that certain Consulting Agreement with the Company of even date herewith, Bud Shuster, an individual, or his assigns (collectively, the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase, 7,695,273 shares of Class A common stock of the Company (the “Option Shares”) upon exercise at a purchase price of $0.025 per Option Share (the “Option Price”), representing the fair market value of a share of Class A Common Stock on the date hereof, it being intended that the Holder shall receive Option Shares which, upon their exercise, will represent 4% of the Company’s total outstanding Class A common stock. This Option is fully vested. 1. TERM. Subject to the terms of this Option, the Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the 9th day of April, 2008 and ending at 5:00 p.m., Pacific Time, on the 8th day of April,
EXHIBIT 10.19 AMENDED AND RESTATED STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC. Effective November 1, 2002, Material Technologies, Inc., a Delaware corporation (the "Corporation") and E. G. Bud Shuster ("Mr. Shuster") enter into this Amended...Stock Option Agreement • January 31st, 2003 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • New York
AGREEMENT dated as of the 6th day of August, 2008 between the person whose name appears below (the “Investor”), and Material Technologies, Inc., a Delaware Corporation, having its principal executive office at 11661 San Vicente Boulevard, Suite 707, Los Angeles, CA 90048 (the “Company”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), dated as of August 19, 2008, is by and among Material Technologies, Inc., a Delaware corporation (“MaTech”), RBC Dexia Investor Services Bank Luxembourg (“Julius Baer”), Anima S.G.R.P.A. Rubrica Anima America (“Anima”), and Kreuzfeld Ltd., (“Kreuzfeld”) (Julius Baer, Anima, and Kreuzfeld shall collectively be referred to as, the “Claimants”) (individually, a “Party”; collectively, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
This Consulting Agreement (the “Agreement”) is made and entered into as of this 9th day of April, 2008, by and between Material Technologies, Inc., a Delaware corporation, (the “Company”) and Bud Shuster, an individual (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).
MATERIAL TECHNOLOGIES, INC. a Delaware corporation REGULATION S SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
STOCK GRANT AND GENERAL RELEASE AGREEMENTStock Grant and General Release Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Stock Grant and General Release Agreement (“Agreement”) is entered into effective this 21st day of November, 2006 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), and Robert M. Bernstein, an individual (“Bernstein”). MaTech and Bernstein shall each be referred to as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
This Consulting Agreement (the “Agreement”) is made and entered into as of this 9th day of April, 2008, by and between Material Technologies, Inc., a Delaware corporation, (the “Company”) and Kelly Shuster, an individual (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).
Material Technologies, Inc. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
This Securities Purchase Agreement (this “Agreement”) is made and entered into effective as of the 30th day of May, 2006 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and La Jolla Cove Investors, Inc., a California corporation (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”
ContractStockholder Lockup Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
AMENDMENT TO AGREEMENTSettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Settlement Agreement dated August 19, 2008 by and among Matech Corp., a Delaware corporation (f/k/a Material Technologies, Inc.) (“MaTech”), RBC Dexia Investor Services Bank Luxembourg (“Julius Baer”), Anima S.G.R.P.A. Rubrica Anima America (“Anima”), and Kreuzfeld Ltd., (“Kreuzfeld”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment to Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement.
FINANCING ESCROW AGREEMENTFinancing Escrow Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Escrow Agreement (this “Agreement”) is dated as of July 31, 2008, by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), on the one hand, Continental Advisors, SA (“Continental”), on the other hand, and Corporate Legal Services, LLP (the “Agent”), as escrow agent. Each of MaTech and Continental Advisors shall be referred to as a “Party” and collectively as the “Parties.”
ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENTConvertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement • July 31st, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement (“Addendum”) is entered into as of the 2nd day of May 2006 by and between Material Technologies, Inc., a Delaware corporation (“Material”) and Golden Gate Investors, Inc., a California corporation (“GGI”).
SECURITY AGREEMENTSecurity Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
SECURITY AGREEMENT dated as of July 31, 2008, by and between Material Technologies, Inc., a Delaware corporation (the “Borrower”, sometimes referred to herein as the “Grantor”), and KREUZFELD LTD. (“Lender”), in connection with that certain Secured Convertible Debenture, dated as of the date hereof (the “Debenture” or the “Loans”). Capitalized terms not otherwise defined herein shall have the meaning set forth in that certain Secured Convertible Debenture dated as of the same date hereof.
