SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
This Securities Purchase Agreement (this “Agreement”) is made and entered into effective as of the 30th day of May, 2006 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and La Jolla Cove Investors, Inc., a California corporation (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.” The Parties hereby agree as follows: 1. PURCHASE OF WARRANTS. Subject to the terms of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to sell to the Purchaser, a warrant to purchase up to Twenty Million (20,000,000) shares of Class A common stock of the Company (the “Warrant Shares”), in the form attached hereto as Exhibit A (the “Warrant”). As consideration for the purchase of the Warrant, Purchaser agrees to advance the sum of Fifty Thousand Dollars ($50,000) (the “Premium”) to the Company against the exercise price to be received by
ContractMaterial Technologies Inc /Ca/ • June 8th, 2006 • 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. Issuer: Material Technologies, Inc. Class of Stock: Common Issue Date: May 30, 2006 Expiration Date: December 31, 2007 Material Technologies, Inc., a Delaware corporation (the “Company”) hereby grants to La Jolla Cove Investors, Inc., a California corporation (the “Holder”) the right to purchase up to 20,000,000 shares of the Company’s Class A Common Stock (the “Warrant Shares”). This warrant (the "Warrant") shall expire and Holder shall no longer be able to purchase the Warrant Shares on the Expiration Date.
