ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENT
ADDENDUM
TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES
PURCHASE AGREEMENT
This
Addendum to Convertible Debenture, Warrant to Purchase Common Stock and
Securities Purchase Agreement (“Addendum”) is entered into as of the 9th day of
June 2006 by and between Material Technologies, Inc., a Delaware corporation
(“Material”) and Golden Gate Investors, Inc., a California corporation
(“GGI”).
WHEREAS,
Material and GGI are parties to that certain 5 ¼ % Convertible Debenture dated
as of December 16, 2005 (“Debenture”); and
WHEREAS,
Material and GGI are parties to that certain Warrant to Purchase Common Stock
dated as of December 16, 2005 (“Warrant”); and
WHEREAS,
Material and GGI are parties to that certain Securities Purchase Agreement
dated
as of December 16, 2005 (“Securities Purchase Agreement”); and
WHEREAS,
the parties desire to amend the Debenture, Warrant and Securities Purchase
Agreement 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, Material and GGI agree as
follows:
| 1. |
All
terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
|
| 2. |
The
parties shall enter into an additional three $1,000,000 convertible
debentures, each on the same terms and conditions as the Convertible
Debenture. The parties must enter into each such additional convertible
debenture no later than sixty days after the Debenture Principal Amount
is
less than $600,000 for the prior debenture. GGI shall fund $100,000
of the
Purchase Price for each additional convertible debenture at the time
of
entering into each additional convertible debenture, with the remaining
portion of the Purchase Price to be funded upon notification and
verification that the Registration Statement has been declared effective
by the Securities and Exchange Commissions and shares can legally be
issued to GGI. In the event that GGI fails to enter into any of the
three
additional convertible debentures in accordance with the terms hereof,
GGI
shall pay to Material liquidated damages of
$100,000.
|
| 3. |
Except
as specifically amended herein, all other terms and conditions of the
Debenture and Securities Purchase Agreement shall remain in full force
and
effect.
|
IN
WITNESS WHEREOF, Material and GGI have caused this Addendum to be signed by
its
duly authorized officers on the date first set forth above.
Material
Technologies, Inc. Golden
Gate Investors, Inc.
By:
/s/
Xxxxxx X. Xxxxxxxxx By:
/s/
Xxxxxx Xxxx
Name:
Xxxxxx X. Xxxxxxxxx Name:
Xxxxxx Xxxx
Title:
CEO Title:
Portfolio Manager
