STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)Stock Option Agreement • April 14th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
THIS STOCK OPTION AGREEMENT (this “Option”) is intended to certify that, pursuant to that certain Consulting Agreement with the Company of even date herewith, Kelly Shuster, an individual, or his assigns (collectively, the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase, 24,000 shares of Class B common stock of the Company (the “Option Shares”) from Robert M. Bernstein, an individual (the “Seller”), upon exercise at a purchase price of $0.50 per Option Share (the “Option Price”). 1. TERM. Subject to the terms of this Option, the Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the 9th day of April, 2008 and ending at 5:00 p.m., Pacific Time, on the 8th day of April, 2018 (the “Termination Date”), to purchase from the Seller the Option Shares upon payment to the Seller of the Option Price. Notwithstanding anything to the contrary contained in this Option or otherwise, the Holder shall not
STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)Stock Option Agreement • April 14th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
THIS STOCK OPTION AGREEMENT (this “Option”) is intended to certify that, pursuant to that certain Consulting Agreement with the Company of even date herewith, Bud Shuster, an individual, or his assigns (collectively, the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase, 7,695,273 shares of Class A common stock of the Company (the “Option Shares”) upon exercise at a purchase price of $0.025 per Option Share (the “Option Price”), representing the fair market value of a share of Class A Common Stock on the date hereof, it being intended that the Holder shall receive Option Shares which, upon their exercise, will represent 4% of the Company’s total outstanding Class A common stock. This Option is fully vested. 1. TERM. Subject to the terms of this Option, the Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the 9th day of April, 2008 and ending at 5:00 p.m., Pacific Time, on the 8th day of April
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
This Consulting Agreement (the “Agreement”) is made and entered into as of this 9th day of April, 2008, by and between Material Technologies, Inc., a Delaware corporation, (the “Company”) and Bud Shuster, an individual (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).
AMENDMENT TO AGREEMENTLetter Agreement • April 14th, 2008 • 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 Letter Agreement dated March 4, 2003 (the “Agreement”) between Material Technologies, Inc., a Delaware corporation (the “Matech”) and Strategic Advisors, Ltd. (“SA”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment to Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement. 1. Section 3 of the Agreement is hereby deleted and replaced as follows:
AGREEMENTTransfer Agreement • April 14th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California
THIS AGREEMENT (the “Agreement”) is made and entered into this the 3rd day of July, 2007 by and between Livingston Investments, Ltd. (“Livingston”) and Material Technologies, Inc., a Delaware corporation. (the “Company”).
