RESCISSION AGREEMENTRescission Agreement • December 5th, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
This RESCISSION AGREEMENT (this “Agreement”) is dated as of November 5, 2007, by and among Material Technologies, Inc., a Delaware corporation (“Matech”) and Rocket City Automotive Group, Inc. a Nevada corporation (“Rocket City”). WHEREAS, Matech and Rocket City have previously entered into that certain Stock Exchange Agreement, dated as of April 27, 2007 (the “Stock Exchange Agreement”) pursuant to which the parties exchanged Four Million Shares (4,000,000) of Rocket City common stock (the “Rocket City Shares”) for Ten Million Shares (10,000,000) of Matech common stock (the “Matech Shares”); WHEREAS, the parties hereto each desire to terminate all agreements, contracts, understandings, obligations and liabilities between them, and rescind the Stock Exchange Agreement, pursuant to this Agreement. NOW, THEREFORE, IT IS AGREED:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Employment Agreement dated June 1, 2007 (the “Agreement”) between Material Technologies, Inc., a Delaware corporation (the “Company”) and Brent M. Phares, an individual (the “Employee”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment to Employment Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 1. The first sentence of Section 2 of the Agreement is hereby deleted and replaced as follows:
SUB-LICENSE AGREEMENTSub-License Agreement • December 5th, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
THIS SUB-LICENSE AGREEMENT (the “Agreement”) is entered into as of October 25, 2007 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“Sublicensor”), and Fatigue Solutions Corp., a California corporation (“Sublicensee”) (individually, a “Party”; collectively, the “Parties”).
AMENDMENT TO PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • December 5th, 2007 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Private Placement Agreement dated July 11, 2006 (the “Agreement”) between Material Technologies, Inc., a Delaware corporation (the “Company”) and Continental Advisors SA, a corporation incorporated under the laws of Luxembourg (“CA”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment to Employment Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 1. The first sentence of paragraph 6 of the Agreement is hereby deleted and replaced as follows:
