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






Eleventh 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” or the “Company” 

 

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 dated July 12, 2010 (“Licensing Agreement”) and into an Amendment
Agreement dated March 17, 2011 and into a Second Amendment Agreement dated 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 and into a Tenth Agreement
dated August 10, 2015 (collectively the “Agreement”); 

WHEREAS the Parties would like to amend the Agreement
solely to extend the Extended Exclusivity Period; 




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

	 	1. 	
      The Extended Exclusivity Period (as defined in the
      Agreement and as originally defined therein as the Exclusivity Period) is
      hereby extended and shall terminate on December 31, 2020 (“2020 Extended
      Exclusivity Period”).

	 	 	 	 
	 	2. 	
      Any reference to the Exclusivity Period and/or Extended
      Exclusivity Period in the Agreement, including but not limited to Section
      3 of the Licensing Agreement and to the Third Amendment Agreement, shall
      have the meaning of the 2020 Extended Exclusivity Period.

	 	 	 	 
	 	3. 	
      In consideration for the 2020 Extended Exclusivity
      Period, NTI shall pay the following consideration to the Licensor
      (“Consideration”):

	 	 	 	 
	 		a. 	
      Issue 2,240,000 shares of Series B Preferred Stock
      (“Series B Preferred Shares”), to be issued at the time of execution of
      this Eleventh Amendment Agreement (“Share Issuance Deadline”).

	 	 	 	 
	 		b. 	
      Issue purchase warrants to purchase 31,300,000 shares of
      Series B Preferred Stock (“90-Day Warrants”), to be issued 90 days
      following the execution of this Agreement (“90-Day Deadline“). The 90-Day
      Warrants shall be exercisable at any time from the date of issuance at a
      price per share equal to the par value of the Series B Preferred Stock and
      shall expire ten years from the date of issuance.

	 	 	 	 
	 		c. 	
      Issue purchase warrants to purchase 126,000,000 shares of
      Series B Preferred Stock (“12- Month Warrants”), to be issued 12 months
      following the execution of this Agreement (“12-Month Deadline”). The
      12-Month Warrants shall be exercisable at any time from the date of
      issuance at a price per share equal to the par value of the Series B
      Preferred Stock and shall expire ten years from the date of
    issuance.

	 	 	 	 
	 			
      (The “90-Day Warrants” and the 12-Month Warrants”
      collectively referred to as the “Warrants”).

	 	 	 	 
	 		d. 	
      Pay the Licensor an amount equal to US $1,500,000 (one
      million five hundred thousand USD) (“One Time Fee”), to be paid within 12
      (twelve) months of the execution of this Eleventh Amendment Agreement
      (“Fee Deadline”).








	 	4. 	
      Should NTI not meet any of: (i) the Share Issuance
      Deadline; or (ii) the 90-Day Deadline; or (iii) the 12-Month Deadline; or
      (iv) the Fee Deadline (individually referred to as “Unmet Deadline”) and
      should such Unmet Deadline not be extended by the Parties, Section 3 (ii)
      of the Licensing Agreement shall take immediate effect at the time of such
      Unmet Deadline, upon a written notice by the Licensor to NTI.

	 	 	 
	 	5. 	
      NTI agrees to reserve and keep available from its
      authorized and unissued shares of Series B Preferred Stock for the purpose
      of effecting the exercise of any issued Warrants, such number of shares of
      Series B Preferred Stock as shall from time to time be sufficient to
      effect the exercise of the rights under the then issued Warrants; and if
      at any time the number of authorized but unissued shares of Series B
      Preferred Stock shall not be sufficient for the purposes of the exercise
      of the then issued Warrants in accordance with the terms therein, NTI will
      use its best efforts to take such corporate action as may be necessary to
      increase its authorized and unissued shares of its Series B Preferred
      Stock to a number of shares as shall be sufficient for such
    purposes.

	 	 	 
	 	6. 	
      The Agreement, as amended by this Eleventh 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 Eleventh Amendment Agreement remain in full force and
      effect, unamended.

	 	 	 
	 	7. 	
      The Parties expressly warrant and guarantee that they
      have obtained all necessary requisite approvals and that they have the
      authority to enter into this Eleventh Amendment Agreement.

	 	 	 
	 	8. 	
      The Preamble to this Eleventh Amendment Agreement is
      incorporated herein by this reference and made a material part of this
      Eleventh Amendment Agreement.

	 	 	 
	 	9. 	
      This Eleventh 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.



[SIGNATURE PAGE FOLLOWS] 




IN WITNESS WHEREOF, the Parties have executed and
delivered this Eleventh Amendment Agreement on February 12, 2016.

Nanotech Industries Inc.

By: ___________________________

Title: 

Nanotech Industries International Inc. 

By: _____________________________

Title: