REGULATION S STOCK PURCHASE AGREEMENT Dated: 29th June, 2005 for Material Technologies Inc.- COMMON STOCKRegulation S Stock Purchase Agreement • November 28th, 2005 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • New York
ContractConsulting Services Agreement • November 28th, 2005 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Nevada
Exhibit 10.5 THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), is effective as of July 28th , 2005 between Mark Theriot (Consultant) residing at , 2170 E Northern Ave. Kingman, AZ 86401, and Material Technologies, Inc., Inc. (the “Company”) having an office at 11661 San Vicente Blvd, Suite 707 Los Angeles, Ca 90049, and has been entered into with reference to the following facts:
ESCROW AGREEMENTEscrow Agreement • November 28th, 2005 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • New York
Within three (3) Business Days of the One Year Anniversary, Birchington shall (i) send a notice (“Sale Notice”) to the Company and the Escrow Agent of the Protection Shares to be sold by the Company to Birchington, if any, and (ii) deposit the Escrow Purchase Price with the Escrow Agent, if necessary. Within fourteen (14) Business Days of the Company’s and the Escrow Agent’s receipt of the Sale Notice and Escrow Agent’s receipt of the Escrow Purchase Price, the Escrow Agent is authorized and directed (i) to pay the Escrow Purchase Price to the Company, if any, (ii) to deliver the Protection Shares, if any, to Birchington and (iii) to deliver the remaining Birchington Escrow Shares, if any, to the Company. (c) The Company and Birchington hereby expressly authorize the Escrow Agent at the Closing and before the Escrow Agent distributes the Birchington Consideration Shares to the Target Company, to deduct from the Birchington Consideration Shares or from the proceeds of any sales of th
