ADDENDUM TO WARRANT TO PURCHASE COMMON STOCK
ADDENDUM
TO WARRANT TO PURCHASE COMMON STOCK
This
Addendum to Warrant to Purchase Common Stock is entered into as of the 12th
day
of June 2006 by and between Material Technologies, Inc., a Delaware corporation
(the “Company”) and La Jolla Cove Investors, Inc., a California corporation (the
“Holder”).
WHEREAS,
the Company and Holder are parties to that certain Warrant to Purchase Common
Stock dated as of May 30, 2006 (“Warrant”); and
WHEREAS,
the parties desire to amend the Warrant in certain respects.
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Holder agree
as
follows:
| 1. |
All
terms used herein shall have the definitions set forth in the
Warrant.
|
| 2. |
The
number of Warrant Shares is hereby increased to 50,000,000. Holder
agrees
that, beginning on the date that a Registration Statement filed by
the
Company with the Securities and Exchange Commission becomes effective
that
registers the Warrant Shares, Holder will exercise the Warrant, pay
the
Exercise Price to the Company, and acquire the Warrant Shares, at a
rate
of at least 1,250,000 of the Warrant Shares per week, to continue for
40
consecutive weeks until all of the Warrant Shares have been purchased
by
Holder.
|
| 3. |
Except
as specifically amended herein, all other terms and conditions of the
Warrant shall remain in full force and
effect.
|
IN
WITNESS WHEREOF, the Company and Holder have caused this Addendum to Warrant
to
Purchase Common Stock to be signed by its duly authorized officers on the date
first set forth above.
Material
Technologies, Inc. La
Jolla
Cove Investors, Inc.
By:
/s/
Xxxxxx X. Xxxxxxxxx By:
/s/
Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxxxxxxx Name:
Xxxxxx Xxxx
Title:
CEO
Title:
Portfolio Manager
