EXCLUSIVITY AGREEMENT

Exhibit 10.21

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT

(INDICATED BY ASTERISKS HAS BEEN OMITTED AND FILED SEPERATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR

CONFIDENTIAL TREATMENT

MATTSON-MESOCOAT

EXCLUSIVITY AGREEMENT

This Exclusivity Agreement (this “Agreement”) is entered into and effective as of April 7, 2011

(the “Effective Date”) by and between Xxxxxxx Technology, Inc., a Delaware corporation have its

principal place of business at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 X.X.X. (“Mattson”),

and MesoCoat, Inc., a Nevada corporation with its principal place of business at 00000 Xxxxxxxx Xxxxx,

Xxxxxx, Xxxx 00000 X.X.X. (“MesoCoat”).

RECITALS

WHEREAS, Mattson is in the business of designing, developing, manufacturing and selling

equipment for the manufacture of semiconductors and other products;

WHEREAS, Mattson owns or has rights to the Vortek™ plasma arc lamp (separately or

including the power supply, service module and controller used therewith, or including any one or more

of them, and prior versions of all thereof, collectively the “Vortek Lamp”). The Vortek Lamp also

includes other peripheral equipment and processes enabling the operation of the Vortek Lamp, it being

understood that this definition shall not convey any MesoCoat Separate Intellectual Property (as

hereinafter defined) to Mattson or any Mattson Separate Intellectual Property (as hereafter defined) to

MesoCoat;

WHEREAS, MesoCoat is in the business of developing, applying, repairing, and servicing wear

reducing and corrosion resistant coatings, claddings & surface treatments, and MesoCoat owns or has

rights to cladding compositions cladding apparatus, processes, methods and systems that utilize the

Vortek Lamp to form cladding on a substrate, it being understood that this WHEREAS clause shall not

convey any Mattson Separate Intellectual Property to MesoCoat or any MesoCoat Separate Intellectual

Property to Mattson;

WHEREAS, MesoCoat has informed Mattson that it has an exclusive license in the field of use

of wear and corrosion resistance of US Patent Nos. 6,174,388 titled Rapid Infrared Heating of a Surface

and 7,220,936 titled Pulse Thermal Processing of Functional Materials Using a Plasma Arc, it being

understood that this WHEREAS clause shall not constitute Xxxxxxx’x acceptance of the validity of either

such patent.

WHEREAS, Mattson and MesoCoat entered into an MOU dated June 1, 2010 (the “MOU”) and

desire to elaborate on the provisions of the MOU concerning the terms of MesoCoat’s exclusive use of

the Vortek Lamp technology and other Xxxxxxx technology in MesoCoat products, processes, methods

and systems for coating or cladding materials to improve their corrosion resistance and reduce wear

(“MesoCoat Products”);

WHEREAS, as contemplated by the MOU, MesoCoat has previously retained Mattson to

develop and may continue to retain Mattson to develop (collectively, the “Development”) enhancements

to the Vortek Lamp for use in MesoCoat Products, the scope of the initial Development being set forth on

the attached Exhibit A; and

WHEREAS, Mattson and MesoCoat will enter into a Supply Agreement (the “Supply

Agreement”) as promptly as practicable after the date hereof fixing additional terms of the sale by

Mattson and purchase by MesoCoat of Vortek Lamps for inclusion in MesoCoat Products.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,

the Parties hereby agree as follows:

ARTICLE 1

EXCLUSIVITY

1.1

Basic Agreement. During the Exclusivity Period (as defined in Section 1.5 hereof): (A)

Mattson agrees that MesoCoat shall have an exclusive right to incorporate in MesoCoat Products and sell

(as so incorporated but not independent of a MesoCoat Product except as a spare part for a Vortek Lamp

previously incorporated in a MesoCoat Product) the Vortek Lamp in the market for wear reducing and

corrosion resistant coatings, claddings & related surface treatments (the “Market”) under the conditions

set forth herein; (B) MesoCoat shall purchase Vortek Lamps in accordance with the terms hereof and,

upon its signature, with the terms of the Supply Agreement, and MesoCoat Products shall incorporate no

other lamps having functionality comparable to the Vortek Lamp; (C) Mattson shall not manufacture,

make, have made or sell for or to any unrelated third party (other than customers of MesoCoat) the Vortek

Lamp or any product with functionality similar to the Vortek Lamp for inclusion in any product with a use

falling within the Market or otherwise comparable to that of the MesoCoat Products; and (D) Mesocoat

will not develop or cause or permit to be developed, either by MesoCoat alone or with or through another

party or parties, any product with a similar functionality to the Vortek Lamp. Notwithstanding the

preceding sentence, if MesoCoat and Mattson shall not have agreed to an extension of the term of the

Supply Agreement during the last two years of term of the Supply Agreement, MesoCoat may develop or

contract with others to develop products with similar functionality to the Vortek Lamp upon written notice

to Mattson, which event the Exclusivity Period shall expire upon such notice. In no event will MesoCoat

sell or cause to be sold (or otherwise transferred in any way) to any customer or end-user a lamp so

developed prior to the end of the Exclusivity Period. For purposes of this Agreement, lamps ***.and which

are not *** shall not be considered to be similar to the Vortek Lamp and the prohibitions upon Mattson

and MesoCoat under this Agreement accordingly shall not apply to ***.

1.1

Manufacturing Rights. During this same Exclusivity Period, Mattson will have the sole

and exclusive right to manufacture (or cause to be manufactured) at Xxxxxxx’x sole cost and expense each

Vortek Lamp and all components thereof. MesoCoat will not, and will not knowingly cause or permit any

third party to, manufacture Vortek Lamps or any components thereof.

1.2

Manufacturing Rights. During this same Exclusivity Period, Mattson will have the sole

and exclusive right to manufacture (or cause to be manufactured) at Xxxxxxx’x sole cost and expense each

Vortek Lamp and all components thereof. MesoCoat will not, and will not knowingly cause or permit any

third party to, manufacture Vortek Lamps or any components thereof.

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Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted

portions

1.3

License. During the Exclusivity Period, Mattson hereby grants an exclusive license to

MesoCoat to purchase Vortek Lamps and incorporate them in MesoCoat Products, which license may be

sublicensed to MesoCoat’s customers, but solely to the extent necessary to enable use (and not sale or

distribution) by any such customer of the MesoCoat Product purchased by it; provided, however, that

neither MesoCoat nor any of its customers shall have any right to manufacture a Vortek Lamp or any

component thereof. Except as set forth above, MesoCoat shall not seek to develop itself or otherwise create

(or have developed or otherwise created) any improvement or other derivative of a Vortek Lamp or any

portion thereof at any tiem before or after the end of the Exclusivity Period. If, notwithstanding the

foregoing, MesoCoat shall so develop or create any improvement or other derivative of a Vortek Lamp

during the Exclusivity Period, it shall be owned exclusively by Mattson and will not be licensed for sale

hereunder. During the Agreement Term, MesoCoat shall have the exclusive right to market, sell, and/or

distribute Vortek Lamps in the Market, in the form incorporated in MesoCoat Products or as spare parts

therefor, but not without being so incorporated (except for spare parts for Vortek Lamps previously

incorporated in MesoCoat Products)). Except as set forth in this Section, Mattson grants no license

hereunder to MesoCoat or any customer of MesoCoat to any know-how, trade secret, patent or copyright

included in Mattson Separate Intellectual Property.

1.4

Minimum Sales. During the Exclusivity Period, MesoCoat agrees to use its best efforts

to sell MesoCoat Products incorporating Vortek Lamps in the Market. If MesoCoat fails to purchase from

Mattson (including full payment of any deposits and other amounts required to be paid in the year in

question) for use in MesoCoat Products in the Market at least the number of Vortek Lamps set forth in the

below table during the year set forth next to that number in the aggregate from the date hereof until the end

of each year mentioned in the table below, the exclusivity period hereunder (the “Exclusivity Period”)

will end on the last day of that year; provided, however, that the Exclusivity Period shall be extended, and

the beginning and end of each succeeding year below shall be extended, in each case for the length of time

during which Mattson is unable to produce and deliver the Vortek Lamps in the quantities ordered.

Year

Minimum aggregate number of Vortek Lamps to be purchased by

MesoCoat by the end of calendar year:

2012

2013

***

2014

***

2015

***

2016

***

2017

***

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Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted

portions

1.5

Rights upon Termination. Upon termination of the Exclusivity Period, and without

limiting the generality of the other provisions of this Section, MesoCoat shall retain the non-exclusive right

to purchase, market, sell, and distribute Vortek Lamps incorporated in MesoCoat Products or as spare parts

therefor (but not otherwise), but shall no longer have the sole and exclusive right to market, sell, and

distribute Vortek Lamps or spare parts in the Market. Notwithstanding the above Mattson agrees not to sell

the custom lamphead design as configured for and funded by MesoCoat to any other party; provided,

however, that MesoCoat acknowledges that this Mattson agreement only concerns the precise manner that

the lamphead is configured, and not the purpose of that configuration. By way of illustration rather than

limitation of the foregoing, Mattson agrees not to sell the lamphead design as configured for MesoCoat for

use inside a pipe, but may sell a Vortek Lamp for use inside a pipe if configured differently, it being

understood that this sentence does not xxxxx Xxxxxxx a license or any other rights to use intellectual

property of MesoCoat or any other party. MesoCoat agrees that Mattson owns and shall own all

intellectual property rights in each Vortek Lamp design as configured for and funded by MesoCoat as part

of the Development, it being understood that Mattson shall not acquire ownership of any MesoCoat

Separate Intellectual Property.

1.6

Exclusivity Fee. For the exclusive rights that Mattson grants MesoCoat hereunder, as

limited hereby, MesoCoat will pay Mattson an Exclusivity Fee of two million US Dollars (US$

2,000,000). The Exclusivity Fee will be due and payable in five equal installments, without interest, with

the first installment of US$400,000 due and payable *** after the first Vortek Lamp has successfully

operated incorporated in a MesoCoat Product, and the other installments of $US400,000 each due and

payable on or before the last day of each *** beginning on such initial payment; provided that the due date

of an installment shall be extended by the length of any delay in excess of standard lead times in the

delivery of Vortek Lamps to MesoCoat during the *** prior to such due date. Accordingly, the last such

installment will be due and payable on *** of such initial payment date, unless so extended. Any default in

the timely payment of an installment of this Exclusivity Fee which is not cured within *** of written

notice hereof, shall, without notice or opportunity to cure, terminate the Exclusivity Period.

1.7

Intellectual Property. Mattson and MesoCoat agree that:

(a) Any intellectual property associated with the Vortek Lamp, created as part of

the Development, and whether funded by MesoCoat or not, shall remain the property of

Mattson.

(b) Intellectual property created developed or owned by either party before the

commencement of the Development or concurrently with, but not as a part of the

Development, will remain the sole intellectual property of that party (“Separate

Intellectual Property”). The parties agree that the pipe transport system which moves

the lamphead relative to the pipe, the lamp support structure which houses the lamp, and

the air knife and extraction system, are Separate Intellectual Property of MesoCoat.

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Certain information on this page has been omitted and filed separately with the Securities and

Exchange Commission. Confidential treatment has been requested with respect to the omitted

portions.

1.8

Publicity and Attribution. Neither party shall make any press release or other public

disclosure or announcement related to the sale of the Vortek Lamps by Mattson to MesoCoat, or to the

nature of the exclusivity provided by this Agreement, without the prior written approval of the other party.

The parties shall not mention or graphically or otherwise portray any portion of the other party’s products

in any manner on its web site or in any marketing brochures or other sales or marketing materials without

the prior written approval of the other party. Any such mention or portrayal by MesoCoat, after such

approval, shall include the following language or alternative language to be approved by Matttson

identifying the Vortek Lamp as Xxxxxxx’x proprietary product: “Xxxxxxx Technology, Inc. is the exclusive

supplier to MesoCoat of Vortek Lamps and spare parts.”

ARTICLE 2

SALE OF VORTEK LAMPS

2.1

Supply Agreement. Except to the extent explicitly in conflict with a clause herein, in

which case that clause will apply, the Supply Agreement will apply to sales of Vortek Lamps hereunder.

Sections 2.2 through 2.3 hereof are hereby deemed to take priority over any conflicting provision of the

Supply Agreement. The parties agree to enter into the Supply Agreement (a) with a term of ***; (b) with

base pricing *** per lamphead and *** per service module; (c) with pricing of *** per set of electrodes,

*** for a new quartz tube, and *** for a recleaned quartz tube; (d) with a retipping fee of *** per tip; (e)

with a warranty of *** on Vortek Lamps and *** months on spare parts, in each case excluding

consumables; (f) with an obligation on the part of Mattson to continue to support and provide spare parts to

MesoCoat for MesoCoat’s installed base of Vortek Lamps following the termination of the Supply

Agreement provided that MesoCoat does not sell arc lamps outside of the Market and (g) on other

commercially reasonable terms and conditions as promptly as practicable after the date of this Agreement.

2.2

Payment Terms. MesoCoat shall pay a deposit of 50% of the price of the Vortek

Lamp(s) ordered at the time of each order, and 40% of the price within five business days after shipment of

the Vortek Lamp to MesoCoat. The final 10% of the price of each Vortek Lamp shall be due and payable

immediately upon its acceptance by MesoCoat. Notwithstanding the foregoing, MesoCoat shall make

payment for the first two Vortek Lamps sold hereunder, 25% at the time of order, 25% on delivery and the

remaining 50%, on successful commissioning of the first Vortek Lamp, expected to be within 90 days of

delivery. When MesoCoat shall pay a 50% deposit on Vortek Lamps as aforesaid, Mattson will deliver

those Vortek lamps within six months after the deposit is paid, and will pay a penalty of 2% of the price

per week for every week’s delay after the end of such six-month period.

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Certain information on this page has been omitted and filed separately with the Securities

and Exchange Commission. Confidential treatment has been requested with respect to the

omitted portions.

2.3

Volume Discounts. Initial Price List prices, and any subsequent Mattson Price List

prices for Vortek Lamps, shall be discounted by the percentage set forth in the following table for the

number of Vortek Lamps ordered, delivered and paid for by MesoCoat in any calendar year. These

discounts will only be granted to the extent that a MesoCoat purchase order for the number of Vortek

Lamps is issued and accepted, but will be adjusted upon acceptance of subsequent purchase orders for

delivery and payment in the same calendar year. By way of illustration and not limitation of the foregoing,

if MesoCoat’s first purchase order in a calendar year is for *** Vortek Lamps, they will be priced at a

volume discount of ***. If MesoCoat then issues a purchase order for *** more Vortek Lamps to be

delivered paid for in that same year, all *** Vortek Lamps will be sold to MesoCoat at a discount of ***,

with Mattson making appropriate adjustments in its invoice for the second order of Vortek Lamps.

Vortek Lamps sold to MesoCoat per Year

Discount from quoted price

***

3 – 4

***

5 – 7

***

8 – 10

***

Greater than 10

***

ARTICLE 3

COMMITTEE

3.1

Committee. The Parties shall form a committee consisting of a representative designated

by each Party (the “Committee”) to oversee the performance of this Agreement. The Committee shall

meet (in person or via teleconference) at least twice annually to review and analyze status and progress, to

consider opportunities for additional collaborations, to provide general guidance, and to undertake such

additional tasks that the Parties may, by mutual written agreement, assign it from time to time.

3.2

Replacement of Committee Members. Either Party may remove and replace its

designee on the Committee at any time by providing written notice to the other Party.

3.3

Powers of the Committee. The Committee’s function, role, and authority shall be

advisory. All binding decisions affecting the Parties’ respective rights and obligations under this

Agreement shall require the written consent or agreement of both Parties.

ARTICLE 4

TERM AND TERMINATION

4.1

Term. Unless extended by mutual agreement or terminated by mutual agreement or

pursuant to Section 4.2 or 4.3, the Term shall commence upon the Effective Date and remain in effect until

termination of the Exclusivity Period.

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Certain information on this page has been omitted and filed separately with the Securities

and Exchange Commission. Confidential treatment has been requested with respect to the

omitted portions.

4.2

Termination. The Exclusivity Period will terminate, and this Agreement will

simultaneously terminate, as set forth in Sections 1.4 and 1.6 hereof. In addition, either Party may

terminate this Agreement upon the occurrence of one or more of the following events: the liquidation,

bankruptcy, or insolvency of the other Party; or the appointment of any trustee, receiver, or liquidator for

substantially all the assets or business of the other Party.

4.3

Termination for Cause. A Party may terminate this Agreement if the other Party

commits a breach of the terms of the Agreement and such breach has not been remedied within thirty (30)

days following written notice to the breaching Party describing the breach.

4.4

Rights upon Termination. Termination of this Agreement by either Party shall be

without prejudice to any other rights or obligations as may then exist between the Parties. Termination

shall not affect the rights and obligations of the Parties accrued before termination or under Article 1,

Article 2, Article 4, Article 5, Article 6 and Article 7 hereof, and such rights and obligations shall survive

the termination or expiration of this Agreement. After termination hereof, MesoCoat will have the rights

set forth in Section 1.5 hereof. Each party shall continue to respect and protect the intellectual property

and confidential and/or proprietary information of the other party disclosed under the NDA dated October

23, 2009 by and between MesoCoat and Mattson, which is incorporated herein by reference.

ARTICLE 5

DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION

5.1

DISCLAIMER OF WARRANTIES.

EXCEPT AS SET FORTH IN THIS

AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY DISCLAIMS ALL, EXPRESS

AND IMPLIED WARRANTIES WHATSOEVER WITH RESPECT TO THE SUBJECT MATTER OF

THIS AGREEMENT AND THE TRANSACTIONS AND ACTIONS CONDUCTED HEREUNDER,

INCLUDING WITHOUT LIMITATION ANY APPLICABLE IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

5.2

LIMITATION ON LIABILITY. SUBJECT TO AND WITHOUT MITIGATION OF

THE PARTIES’ OBLIGATIONS UNDER SECTION 5.3, EXCEPT IN THE EVENT OF WILLFUL

MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR

INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY KIND,

INCLUDING LOST PROFITS, LOST OR DIMINISHED PRODUCTION, BUSINESS

INTERRUPTION, OR CLAIMS OF CUSTOMERS OR OTHER THIRD PARTIES.

5.3

Indemnification by Mattson. Except for those matters resulting from the willful

misconduct of MesoCoat, Mattson shall indemnify, defend and hold MesoCoat, its shareholders, officers,

directors, affiliates, agents, employees and their respective successors and assigns harmless from and

against any and all losses, claims, damages, liens, losses, or liabilities, costs, expenses, penalties,

assessments, and judgments (including reasonable attorneys’ fees and interest) (“Losses”) incurred in

connection with, arising out of, resulting from or incident to any claim that the Vortek Lamp infringes a

third party’s intellectual property rights; provided, however, that Mattson will have no obligation for

indemnification hereunder to the extent a claim is based upon the combination or use of any of the Vortek

Lamp with intellectual property developed solely or licensed by MesoCoat, if such infringement would

have been avoided in the absence of such combination or use.

5.4

Indemnification by MesoCoat. Except for those matters resulting from the willful

misconduct of Mattson, MesoCoat shall indemnify, defend and hold Mattson, its shareholders, officers,

directors, affiliates, agents, employees and their respective successors and assigns harmless from and

against any and all Losses incurred in connection with, arising out of, resulting from or incident to any

claim that a MesoCoat Product infringes a third party’s intellectual property rights; provided, however,

that MesoCoat will have no obligation for indemnification hereunder to the extent a claim is based upon

the combination or use of any of the MesoCoat Product with intellectual property developed solely or

licensed by Mattson, if such infringement would have been avoided in the absence of such combination or

use.

5.5

Cooperation. If either Party becomes aware of any actual, potential, or threatened

infringement, misappropriation, act of unfair competition, or other harmful or wrongful activities of third

parties with respect to a Vortek Lamp or MesoCoat Product, that Party shall, with reasonable promptness,

notify the other Party and provide relevant information and documentation. If a claim is asserted against

either Party that the Vortek Lamp or MesoCoat Product infringes on or otherwise violates a third party’s

intellectual property rights, the Parties shall consult and cooperate regarding the investigation and defense

of such claim.

5.6

Indemnification Procedure. The Party seeking indemnification hereunder (the

“Indemnified Party”) shall give the indemnifying party (the “Indemnifying Party”) prompt written notice

of the institution of any claims or actions giving rise to a right of indemnification hereunder and shall give

the Indemnifying Party all needed information and assistance in the prosecution of such defense. The

Indemnifying Party will have thirty (30) days after receipt of such notice to elect to conduct and control,

through its own counsel and at its own expense, the settlement or defense of such claim or action. Failure

of the Indemnified Party to give timely notice to the Indemnifying Party will not relieve the Indemnifying

Party of any liability that it might have, expect to the extent that such failure causes actual damage to the

Indemnifying Party. In the event of a final judgment against the Indemnified Party, the Indemnifying

Party will promptly pay said judgment to the extent the judgment is subject to indemnification hereunder.

ARTICLE 6

DISPUTE RESOLUTION

6.1

Initial Dispute Resolution. The Parties shall attempt in good faith to settle any disputes

between the Parties under this Agreement (a “Dispute”). In the event that the Parties fail to resolve a

Dispute, either Party may submit the Dispute to the Committee. If the members of the Committee do not

resolve the Dispute within forty-five (45) days after the Dispute was initially referred to the Committee,

then the Dispute shall be resolved in accordance with Section 6.2 below.

6.2

Jurisdiction and Venue. The State and Federal courts located in Santa Xxxxx County,

California shall be a non-exclusive venue for, and have jurisdiction over, Disputes hereunder. MesoCoat

hereby expressly consents to (i) personal jurisdiction of the state and federal courts of Santa Xxxxx

County, California and (ii) service of process being effected upon it by certified or registered mail sent to

its principal address.

ARTICLE 7

MISCELLANEOUS

7.1

Successors and Assigns. Neither Party may assign or transfer this Agreement to any

third party without the prior written consent of the other Party, and this Agreement may not be assigned

by operation of law or otherwise without such prior written consent. Without limiting the generality of the

foregoing, any merger or acquisition of a Party hereto is hereby deemed to constitute an assignment of

this Agreement. Any attempted assignment by a Party which does not comply with the terms of this

Agreement is void and of no legal effect. Subject to the foregoing, this Agreement shall be binding upon,

and inure to the benefit of, the successors and assigns of the Parties.

7.2

Force Majeure. Neither Party will be liable for failure to fulfill its obligations under this

Agreement nor for any delay in performance thereof where such delay is caused by circumstances beyond

the reasonable control of the Party affected, including, but not limited to, fire, accident, power outages,

explosion, strike, labor disturbances, act of government, or extreme weather conditions (such

circumstances being hereinafter referred to as “Force Majeure”) provided that the Party so affected shall

give notice to the other Party promptly upon its becoming aware of any Force Majeure circumstances that

may result in failure or delay in performance of its obligations under this Agreement. In the event of

Force Majeure, the Parties will use their reasonable endeavors to mitigate its effects. If either Party fails

to perform for at least ninety (90) consecutive days under this Agreement, the other Party may terminate

this Agreement.

7.3

Press Releases and Publicity. Either Party may, upon prior written consent of the other

Party, issue one or more press release(s) relating to this Agreement. The text of any such press release

shall be as mutually agreed by both Parties and shall be subject to both Parties’ consent before each time

such release is used. Except for the information disclosed in such press releases, neither Party shall use

the name of the other Party or reveal the existence of or terms of this Agreement in any publicity or

advertising without the prior written approval of the other Party, except that either Party shall have the

right to identify the other Party and to disclose the terms of this Agreement to the limited extent required

by applicable securities laws or other applicable law or regulation, provided that the receiving Party takes

reasonable and lawful actions to minimize the degree of such disclosure.

7.4

Notices. Any notice or other communication shall be sufficiently given if made in

writing and delivered personally or sent by prepaid mail or facsimile to the following addresses or

facsimile numbers:

Xxxxxxx Technology, Inc.

MesoCoat, Inc.

00000 Xxxxxxx Xxxxxxx

00000 Xxxxxxxx Xxxxx

Xxxxxxx, Xxxxxxxxxx 00000

Xxxxxx, Xxxx 00000

Attn: Xxxxx X. Xxxxxx, CEO

Attn: Xxxxxx X. Xxxxxxx, CEO

Facsimile: (000) 000-0000

Any such notice or communication shall be deemed to be received (a) in the case of personal delivery,

upon delivery; (b) in the case of prepaid mail, on the second business day after posting; or (c) in the case

of facsimile, when the transmission has been completed except where the sender’s machine indicates a

malfunction in transmission or the recipient immediately notifies the sender of an incomplete

transmission. A Party may from time to time change any of the details specified above by notice to the

other Party.

7.5

Governing Law. This Agreement is made under, governed by, and construed according

to the laws of the State of California, United States of America, without regard to its conflict of law

provisions.

7.6

Relationship of Parties. In carrying out their obligations under this Agreement each

Party acknowledges it is an independent contractor and does not act as an agent, representative, or

employee of the other. Neither Party has the right to assume or create, either directly or indirectly, any

liability or any obligation of any kind, expressed or implied, in the name of or on behalf of the other

Party, and neither Party will represent that it has such authority.

7.7

Third Party Contractors. A Party may only use third party contractors or

subcontractors to help fulfill its respective obligations under this Agreement if, in each instance, (a) the

third party contractor or subcontractor agrees in writing to be bound by confidentiality provisions that are

no less stringent than those set forth herein or otherwise agreed upon in writing by the Parties and (b) the

third party contractor or subcontractor is not an affiliate of a competitor of the other Party.

7.8

Integration. This Agreement, including its Schedules, which are incorporated herein by

this reference, constitute the whole and entire agreement of the parties on the subject matter hereof,

superseding all prior written or oral, or contemporaneous oral, representations, proposals, correspondence,

memoranda or other communications, all of which are expressly excluded.

7.9

No Waivers. No purported waiver by a Party of any default by the other Party of any

term or provision contained herein shall be deemed to be a waiver of such term or provision unless the

waiver is in writing and signed by the waiving Party. No such waiver shall in any event be deemed a

waiver of any subsequent default, breach, or remedy under the same or any other term or provision

contained herein.

7.10

Severability. The illegality, invalidity or unenforceability of any part of this

Agreement does not affect the legality, validity or enforceability of the remainder of this Agreement. If

any part of this Agreement is found to be illegal, invalid or unenforceable, this Agreement will be given

such meaning as would make this Agreement legal, valid and enforceable in order to give effect to the

intent of the Parties.

7.11

Third Party Beneficiaries. Nothing contained in this Agreement shall be construed so

as to confer upon any party the rights of a third party beneficiary under this Agreement. This Agreement

is not intended for the benefit of, and is not intended to be relied upon by, any other person and no such

person shall be entitled to the benefit of or to enforce this Agreement.

7.12

Equitable Remedies. The Parties acknowledges that the disclosure of Confidential

Information may cause irreparable injury to a Party, not adequately compensable in money damages and

for which a Party may not have an adequate remedy at law. Therefore, the Parties acknowledge that each

Party is entitled to seek injunctive relief and/or specific performance without the posting of bond or other

security, in addition to whatever other remedies it may have, at law or in equity, in any court of competent

jurisdiction against any such acts. In addition MesoCoat is entitled to injunctive relief to enforce the

exclusivity provisions of this Agreement during the Exclusivity Period, and Mattson is entitled to

injunctive relief to enforce the license limitation provisions of this Agreement during and after the

Exclusivity Period.

7.13

Headings.

The headings of the sections in any part of this Agreement are for

convenience only and shall not be deemed to constitute a part hereof.

IN WITNESS WHEREOF, and intending to be bound, each Party has caused its duly

authorized representative to execute this Agreement, effective as of the Effective Date.

Xxxxxxx Technology, Inc.

MesoCoat, Inc.

By: /s/ Sing-Pin Tay

By: /s/ Xxxxxx Xxxxxxx

Name: Sing-Pin Tay

Name: Xxxxxx Xxxxxxx

Title: Fellow, Technology & IP

Title: CEO

Exhibit A

Memorandum of Understanding

Between

MesoCoat and Xxxxxxx Technology

This Memorandum of Understanding (“MOU”) is between MesoCoat Inc., a Nevada Corporation

(“MesoCoat”) and Xxxxxxx Technology, Inc., a Delaware corporation (“Mattson”).

The understandings set forth below are not intended to and will not create a binding obligation on the

parties.

The parties intend to enter into one or more separately executed, legally binding, definitive agreements in

the future incorporating the general terms and conditions contained in this MOU, including without

limitation a Development Agreement including one or more Statements of Work (“Development

Agreement”). Although the parties intend to negotiate and finalize a Development Agreement

embodying the terms described in this MOU within a reasonable period of time, if the parties fail to

finalize a Development Agreement no liability will be incurred by either party as a result of such failure.

This document is a memorandum of understanding only and is not intended to be, and will not constitute

in any way, a binding or legal agreement. This MOU will not impose any legal obligation or duty on

either party.

Overview

MesoCoat is in the business of developing protective coatings and the modification of surfaces to improve

wear and corrosion resistance for a variety of applications.

Mattson is primarily in the business of designing, manufacturing and selling semiconductor

manufacturing equipment and other high-tech products and in particular without limitation owns patents,

trade secrets and other technology referred to as the Vortek™ plasma lamp (the “Vortek Lamp”).

MesoCoat intends to develop a high energy plasma arc lamp in a configuration suitable for heating

applied coatings and modifying surfaces developing this process capability using the Vortek Lamp, and to

market this capability (the “System”) to a variety of industrial uses requiring improved protection of

surfaces against wear and corrosion. MesoCoat intends to commit significant amounts of capital with

which to open up and develop the market for this System (the “Market”). The Market will be defined in

the Development Agreement.

Mattson intends to develop for MesoCoat and assembly using the Vortek Lamp that MesoCoat can

incorporate in the System, and to become a strategic supplier of Vortek Lamp technology to MesoCoat

and its customers.

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MesoCoat and Xxxxxxx Technology Confidential

II.

Relationship of Parties

In return for the opportunity to participate in the Market which MesoCoat has committed significant

amounts of capital to develop, Mattson intends to grant MesoCoat exclusive rights to supply and use of

the Lamp incorporated in the System for the fields comprising the Market and at pricing levels that

recognize this relationship, as may be defined in the Development Agreement.

In order to maintain exclusivity, MesoCoat intends to invest/expend a minimum of $2M over 18 months

in the System and Market development. The Market fields are only intended to remain exclusive if and to

the extent that MesoCoat markets products in such field no later than two years after the effective date of

the Development Agreement on such field. MesoCoat’s exclusivity thereafter will be subject to its

accomplishing minimum sales goals for each field in the Market as may be defined in the Development

Agreement.

MesoCoat intends that the new configurations and/or improvements of the Vortek Lamp developed under

the Development Agreement be available for use by Mattson in areas other than the Market.

MesoCoat intends to reserve its rights in the Development Agreement to pursue other lamp technologies

and alternative solutions to the Vortek Lamp, as well as source outside suppliers for necessary support

equipment other than components of the System supplied by Mattson. If MesoCoat sources alternative

competitive technologies in place of the Vortek Xxx the MesoCoat’s rights may be terminated and would

in any event on longer be exclusive.

MesoCoat intends that Mattson be the sole supplier to MesoCoat and its customers of the Vortek Lamp

assembly and its component parts incorporated in the System. Unrelated third party suppliers have reverse

engineered or otherwise copied Mattson components and equipment and the parties intend that

Development Agreement will protect Mattson from such third party suppliers.

III.

Intellectual Property

The parties intend that:

any Intellectual Property associated directly with the Vortek Lamp, created or developed under the

Development Agreement and whether funded by MesoCoat or not, shall remain the property of Mattson;

Intellectual Property developed pursuant to the Development Agreement shall be available for the

exclusive use of MesoCoat in the Market fields set forth in the Development Agreement, so long as

minimum investment levels or sales continue in each Market field, and for use by Mattson only in other

fields;

any Intellectual Property created, developed or owned by either party either before the commencement of

development under the Development Agreement, concurrently with, but not in connection with or

otherwise resembling the development under the Development Agreement, will remain the sole

Intellectual Property of that party (the “Separate Intellectual Property”);

the Development Agreement will contain provisions addressing applications for and maintenance of

patents and the defense of third party infringement lawsuits involving jointly owned intellectual property.

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MesoCoat and Xxxxxxx Technology Confidential

Signed by the parties on June 1, 2010

MesoCoat Inc.

Xxxxxxx Technology, Inc.

/s/ Xxxxxx Xxxxxxx

/s/ Xxxxx Xxxxxx

Signature

Xxxxxx Xxxxxxx

Xxxxx Xxxxxx

Name

CEO

President and CEO

Title

00000 Xxxxxxxx Xxxxx

00000 Xxxxxxx Xxxxxxx

Xxxxxx Address

Street Address

Euclid, OH 44117

Xxxxxxx, XX 00000

City, State and Zip

(000) 000 0000

Phone

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MesoCoat and Xxxxxxx Technology Confidential

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Table of Contents

EXCLUSIVITY AGREEMENT

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