SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), dated as of August 28, 2008, is by and among Material Technologies, Inc., a Delaware corporation (“MaTech”) and Patrick Fischli, an individual (Patrick Fischli shall be referred to as the “Claimant”) (individually, a “Party”).
TEAMING AGREEMENTTeaming Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT, entered into this 6th day of June, 2008, e-RADLIK, Inc. a Delaware corporation with a principal place of business at 252 Denison Hill Road, North Stonington, CT 06359 (hereinafter “e-R”) and Material Technologies, Inc., a corporation located at 11661 San Vincente Blvd., Suite 707, Los Angeles, CA 90049 (hereinafter “MATECH”) (individually, a “Party”; collectively, the “Parties” or the “Team”).
MATERIAL TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this 23rd day of May, 2008, by and between Material Technologies, Inc., a Delaware corporation (“Company”), and Robert M. Bernstein (referred to herein as the “Optionee”), with reference to the following recitals of facts:
STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)Stock Option Agreement • December 15th, 2008 • MATECH Corp. • 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 b
STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)Stock Option Agreement • December 15th, 2008 • MATECH Corp. • 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,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • New York
AGREEMENT dated as of the 6th day of August, 2008 between the person whose name appears below (the “Investor”), and Material Technologies, Inc., a Delaware Corporation, having its principal executive office at 11661 San Vicente Boulevard, Suite 707, Los Angeles, CA 90048 (the “Company”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), dated as of August 19, 2008, is by and among Material Technologies, Inc., a Delaware corporation (“MaTech”), RBC Dexia Investor Services Bank Luxembourg (“Julius Baer”), Anima S.G.R.P.A. Rubrica Anima America (“Anima”), and Kreuzfeld Ltd., (“Kreuzfeld”) (Julius Baer, Anima, and Kreuzfeld shall collectively be referred to as, the “Claimants”) (individually, a “Party”; collectively, the “Parties”).
STOCK GRANT AND GENERAL RELEASE AGREEMENTStock Grant and General Release Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Stock Grant and General Release Agreement (“Agreement”) is entered into effective this 21st day of November, 2006 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), and Robert M. Bernstein, an individual (“Bernstein”). MaTech and Bernstein shall each be referred to as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • December 15th, 2008 • MATECH Corp. • 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 Kelly Shuster, an individual (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).
ContractStockholder Lockup Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
AMENDMENT TO AGREEMENTSettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Settlement Agreement dated August 19, 2008 by and among Matech Corp., a Delaware corporation (f/k/a Material Technologies, Inc.) (“MaTech”), RBC Dexia Investor Services Bank Luxembourg (“Julius Baer”), Anima S.G.R.P.A. Rubrica Anima America (“Anima”), and Kreuzfeld Ltd., (“Kreuzfeld”) 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.
FINANCING ESCROW AGREEMENTFinancing Escrow Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Escrow Agreement (this “Agreement”) is dated as of July 31, 2008, by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), on the one hand, Continental Advisors, SA (“Continental”), on the other hand, and Corporate Legal Services, LLP (the “Agent”), as escrow agent. Each of MaTech and Continental Advisors shall be referred to as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
SECURITY AGREEMENT dated as of July 31, 2008, by and between Material Technologies, Inc., a Delaware corporation (the “Borrower”, sometimes referred to herein as the “Grantor”), and KREUZFELD LTD. (“Lender”), in connection with that certain Secured Convertible Debenture, dated as of the date hereof (the “Debenture” or the “Loans”). Capitalized terms not otherwise defined herein shall have the meaning set forth in that certain Secured Convertible Debenture dated as of the same date hereof.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
This Settlement Agreement and Mutual Release (herein the “Agreement”) is made as of December 27, 2006 (herein “Date of Execution”) by and between Stephen Forrest Beck (herein “Beck”), an individual with offices at 489 Pimiento Lane, Santa Barbara, CA 93108, on the one hand, and Material Technologies, Inc., a Delaware corporation with offices at 11661 San Vicente Boulevard, Suite 707, Los Angeles, CA 90049 (herein “Matech” or the “Company”) and Robert M. Bernstein, an individual with the same offices as Matech (herein “Bernstein”, and together with Matech, the “Respondents”). This Agreement is made for the purpose of finally and completely settling all claims by, among and between Beck and Respondents, as more fully specified and described below.
ACQUISITION AGREEMENT AMONG MATERIAL TECHNOLOGIES, INC., BRIDGE TESTING CONCEPTS, INC., AND BRENT PHARESAcquisition Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS ACQUISITION AGREEMENT (the “Agreement”), dated September 28, 2007, is by and among MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Buyer”), BRIDGE TESTING CONCEPTS, INC., a California corporation (the “Company”), and BRENT PHARES, an individual (the “Seller”) (individually, a “Party”; collectively, the “Parties”).
NORTH CAROLINA A&T STATE UNIVERSITY MATERIALS MONITORING TECHNOLOGIES, INC. LICENSE AGREEMENTLicense Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • North Carolina
This Agreement is made by and between North Carolina A&T State (hereinafter referred to as “NCAT”), a constituent institution of the University of North Carolina System and an educational institution organized under the laws of North Carolina, and having its principal office at 1601 East Market Street, Greensboro, North Carolina 27411, and Materials Monitoring Technologies, Inc. (“hereinafter referred to as “LICENSEE”), a corporation having its principal place of business at 2109 Palm Avenue, Tampa, Florida 33605. WHEREAS, Dr. Mannur Sundaresan, et al have discovered an invention(s) entitled Sensor Array System and System for Damage Location Using a Single Channel Continuous Acoustic Emission Sensor, and NCAT owns all rights, title, and interest in and to the invention and the Patent Rights (as hereinafter defined) pertaining to such invention; and WHEREAS, NCAT has the right to grant licenses to the foregoing invention, and wishes to have the invention perfected and marketed at th
LICENSE AGREEMENTLicense Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of May 21, 2008 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“Licensor”), and Fatigue Solutions Corp., a California corporation (“Licensee”) (individually, a “Party”; collectively, the “Parties”).
AMENDMENT TO THE SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
THIS AMENDMENT TO THE SETTLEMENT AGREEMENT AND RELEASE ("Agreement"), dated as of August 19, 2008, is by and among Material Technologies, Inc., a Delaware corporation ("MaTech") and Kreuzfeld Ltd., ("Kreuzfeld") (Kreuzfeld shall be referred to as, the "Claimant") (individually, a "Party").
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Settlement Agreement and Mutual General Release (hereinafter, the “Agreement”) is made and entered into as of August 27, 2008 by and between La Jolla Cove Investors, Inc., a California corporation (“LJCI”), Material Technologies, Inc., a Delaware corporation (the “Company”), Robert A. Brunette (“Brunette”), Hassel (Bud) Hill, Jr. (“Hill”) and Barry Mitchell (“Mitchell,” together with Brunette and Hill, the “Sellers,” and individually a “Seller”). LJCI, the Company, Brunette, Hill and Mitchell will sometimes be referred to individually as a “Party” and collectively as the “Parties” throughout this Agreement.
WORKOUT AGREEMENTWorkout Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
This Workout Agreement (“Agreement”) is entered into by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”) and Material Technologies, Inc., a Delaware corporation (“Matech” or the “Company”) with regard to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of October 1, 2006, between Material Technologies, Inc., a Delaware corporation (“Company”), and Robert M. Bernstein, an individual (“Employee”).
SPONSORED RESEARCH AGREEMENT between TENSIODYNE CORPORATION (SPONSOR) and THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA (PENN)Sponsored Research Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Pennsylvania
This Sponsored Research Agreement ("AGREEMENT") is made by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation ("PENN"), with offices located at Suite 300, 133 South 36th Street, Philadelphia, PA 19104-3246, and Tensiodyne Corporation, a corporation organized and existing under the laws of Delaware ("SPONSOR"), having a place of business at Los Angeles, California.
REPAYMENT AGREEMENT BETWEEN TENSIODYNE SCIENTIFIC CORPORATION AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIARepayment Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
This Repayment Agreement is made between Material Technology, Inc. ("MATECH") and the Trustees of the University of Pennsylvania ("PENN") in reference to the Sponsored Research Agreement effective October 15, 1993 ("SRA") between Tensiodyne Scientific Corporation ("SPONSOR") and PENN and is made effective as of the date of the last signature executing this Repayment Agreement.
ESCROW AGREEMENTEscrow Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Escrow Agreement (this “Agreement”) is dated as of June 16, 2008, by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), on the one hand, Palisades Capital, LLC (“Palisades”), Hyde Investments, Ltd. (“Hyde”), and Livingston Investments, Ltd. (“Livingston” and together with Palisades and Hyde, the “Debenture Holders”), on the other hand, and Corporate Legal Services, LLP (the “Agent”), as escrow agent. Each of MaTech and the Debenture Holders shall be referred to as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Escrow Agreement (this “Agreement”) is dated as of October 27, 2006, by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), on the one hand, Palisades Capital, LLC (“Palisades”), Hyde Investments, Ltd. (“Hyde”), and Livingston Investments, Ltd. (“Livingston” and together with Palisades and Hyde, the “Debenture Holders”), on the other hand, and The Lebrecht Group, APLC (the “Agent”), as escrow agent. Each of MaTech and the Debenture Holders shall be referred to as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT BETWEEN TENSIODYNE CORPORATION AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA (JULY ___, 1993)License Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Pennsylvania
This License Agreement ("AGREEMENT") is made by and between The Trustees of the University of Pennsylvania, a Pennsylvania not for profit corporation, having an office at 3700 Market Street, Suite 300, Philadelphia, Pennsylvania 19104-3147 ("PENN") and Tensiodyne Corporation having a place of business at 11835 West Olympic Boulevard, East Tower, Suite 705, Los Angeles, California 90064 ("LICENSEE").
AMENDMENT TO AGREEMENTLetter Agreement • December 15th, 2008 • MATECH Corp. • 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:
TEAMING AGREEMENT BETWEEN TENSIODYNE CORPORATION AND SOUTHWEST RESEARCH INSTITUTE TEAMING AGREEMENT No. 96-058Teaming Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Texas
AMENDMENT 1 LICENSE AGREEMENT BETWEEN TENSIODYNE SCIENTIFIC CORPORATION AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIALicense Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
This Amendment 1 ("AMENDMENT 1") to the License Agreement effective October 15, 1993 ("AGREEMENT") between Tensiodyne Scientific Corporation ("LICENSEE") and the Trustees of the University of Pennsylvania ("PENN") is made between Material Technology, Inc. ("MATECH") and PENN effective by the parties as of the date of the last signature executing this AMENDMENT 1.
CONSULTING AGREEMENTConsulting Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This Consulting Agreement (the “Agreement”) is entered into effective as of April 30, 2008, by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and London Finance Group, Ltd., a California corporation (“Consultant”).
BUSINESS AGREEMENTBusiness Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This agreement is by, and between Material Technologies, Inc., a Delaware corporation, based at 11661 San Vicente Blvd., Los Angeles, California (“Matech”), and, The India-America Technology Agency, a recently established business with offices in Singapore, India, and the U.S., based at: c/o Spinnaker Capital Asia, 16 Collyer Quay, Hitachi Tower #34-02, Singapore 049318 (“IATA”).
ContractSettlement Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California
This INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of June 5, 2008 by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and Marybeth Miceli Newton (“Indemnitee”) (individually, a “Party”; collectively, the “Parties”).
