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
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
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
ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENTConvertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement • January 5th, 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 16th day of December 2005 by and between Material Technologies, Inc., a Delaware corporation (“Material”), and Golden Gate Investors, Inc., a California corporation (“GGI”).
ADDENDUM TO CONVERTIBLE DEBENTURE AND WARRANT TO PURCHASE COMMON STOCKConvertible Debenture and Warrant Addendum • January 5th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
This Addendum to Convertible Debenture and Warrant to Purchase Common Stock (“Addendum”) is entered into as of the 16th day of December 2005 by and between Material Technologies, Inc., a Delaware corporation (“Material”), and Golden Gate Investors, Inc., a California corporation (“GGI”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • January 5th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN THIS WARRANT OR THE SHARES ISSUABLE HEREUNDER.
