Hybrid Coating Technologies Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






Twelfth Amendment to the Licensing Agreement previously entered
into 

on the 12th day of July,
2010

 

Between: 

 

Nanotech Industries Inc., a Delaware corporation.

 

hereinafter referred to as “Licensor”

 

And: 

 

Nanotech Industries International Inc., a Nevada corporation
(and a wholly owned subsidiary of Hybrid Coating Technologies Inc.) 

hereinafter referred to as “NTI” 

(collectively referred to as the
“Parties”) 

 

WHEREAS the Parties previously entered into a Licensing
Agreement on July 12, 2010 (“Licensing Agreement”), into an Amendment Agreement
on March 17, 2011, into a Second Amendment Agreement on July 7, 2011, into a
Third Amendment Agreement dated June 28, 2013, into a Fourth Amendment Agreement
dated December 13, 2013, into a Fifth Amendment Agreement dated March 31, 2014,
into a Sixth Amendment Agreement dated April 9, 2014, into a Seventh Amendment
dated May 6, 2014, into an Eighth Amendment dated August 19, 2014 into a Ninth
Amendment dated September 10, 2014, into a Tenth Agreement dated August 10, 2015
and into an Eleventh Amendment dated February 12, 2016 (collectively the
“Agreement”); 

WHEREAS the Parties would like to amend the Agreement
to: (i) renew the right of exclusivity for SFI for a period of 24 months from
the signing of this Agreement (“Renewal Period”); 

WHEREAS to this end the Parties have agreed to enter
into this Twelfth Amendment to the Licensing Agreement (“Twelfth Amendment
Agreement”): 





	 	1. 	
      Pursuant to the terms of the Licensing Agreement, the
      right of exclusivity for SFI (“SFI Exclusivity”) shall be renewed for the
      Renewal Period.

	 	 	 
	 	2. 	
      In consideration for the SFI Exclusivity, NTI
    shall:

	 	 	 
	 	3. 	
      NTI shall issue to the Licensor 600,000 Series B
      Preferred Shares and 3,000,000 warrants to purchase 3,000,000 Series B
      Preferred Shares with an exercise price of $0.00001 and expiring 10 years
      from the date of issuance (“Consideration”), to be paid at the time of
      execution of this Twelfth Amendment Agreement (“Deadline”). Should NTI not
      pay the Consideration within the Deadline, SFI Exclusivity shall not be
      renewed.

	 	 	 
	 	4. 	
      The Agreement, as amended by this Twelfth Amendment
      Agreement, remains in full force and effect and is hereby ratified and
      confirmed. Provisions of the Agreement that have not been amended or
      terminated by this Twelfth Amendment Agreement remain in full force and
      effect, unamended.

	 	 	 
	 	5. 	
      The Parties expressly warrant and guarantee that they
      have obtained all necessary requisite approvals and that they have the
      authority to enter into this Twelfth Amendment Agreement.

	 	 	 
	 	6. 	
      The Preamble to this Twelfth Amendment Agreement is
      incorporated herein by this reference and made a material part of this
      Tenth Amendment Agreement.

	 	 	 
	 	7. 	
      This Twelfth Amendment Agreement may be signed in one or
      more counterparts, each of which so signed shall be deemed to be an
      original and such counterparts together shall constitute one and the same
      instrument.



           
IN WITNESS WHEREOF, the Parties have executed and delivered this Twelfth
Amendment Agreement on November 9, 2016.

 

Nanotech Industries International Inc.

By: _/s/: Joseph Kristul__________
Title:
President and CEO 

 

Nanotech Industries Inc.

By:_ _/s/: Joseph Kristul
________
Title: President and CEO