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






Eighth 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 and into a Seventh
Amendment dated May 6, 2014 (collectively the “Agreement”); 

WHEREAS the Parties would like to amend the Agreement to
expand the definition of the Exclusivity Shares for various territories the
whole as set forth below, to include warrants at the sole discretion of the
Licensor, which warrants shall include a cashless exercise and be exercisable at
a price per share equal to the Common Stock par value and expiring 10 years from
the date of issuance and which, .if so issued, shall be issued in the form of
Warrant pursuant to Regulation D, or in the form of Warrant pursuant to
Regulation S, both attached herewith as Annex A (“Warrants”); 




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

	 	1. 	
      The terms for Exclusivity in various territories to sell
      and manufacture the LICENSOR Product granted by the Licensor to NTI are
      set out in Section 3 of the Agreement.

	 	 	 
	 	2. 	
      The following terms in Section 3 of the Agreement are
      henceforth with defined as follows:




	 	(i) 	
      The America-Europe Exclusivity Shares defined as meaning
      the 52.5% ownership stake in NTI to be issued as consideration for
      Exclusivity in America and Europe, shall be issuable in an aggregate
      number of shares and/or Warrants at the sole discretion of the Licensor,
      such that the aggregate number of shares and/or Warrants to be issued
      would result in a 52.5% ownership stake in NTI were the Warrants fully
      exercised at the time of issuance.

	 	 	 
	 	(ii) 	
      The Asia Exclusivity Shares, defined as meaning the
      additional 10% ownership stake in NTI to be issued as consideration for
      Exclusivity in Asia, shall be issuable in an aggregate number of shares
      and/or Warrants at the sole discretion of the Licensor, such that the
      aggregate number of shares and/or Warrants to be issued would result in an
      additional 10% ownership stake in NTI were the Warrants fully exercised at
      the time of issuance.

	 	 	 
	 	(iii) 	
      The 15% Share Issuance, defined as meaning the additional
      15% ownership stake in NTI to be issued as consideration for Exclusivity
      for the Sale and Manufacturing of SFI (as defined in the Agreement), shall
      be issuable in an aggregate number of shares and/or Warrants at the sole
      discretion of the Licensor, such that the aggregate number of shares
      and/or Warrants to be issued would result in an additional 15% ownership
      stake in NTI were the Warrants fully exercised at the time of
    issuance.




	 	3. 	
      The Agreement, as amended by this Eighth 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 Eighth Amendment Agreement remain in full force and
      effect, unamended.








	 	4. 	
      The Parties expressly warrant and guarantee that they
      have obtained all necessary requisite approvals and that they have the
      authority to enter into this Eighth Amendment Agreement.

	 	 	 
	 	5. 	
      The Preamble to this Eighth Amendment Agreement is
      incorporated herein by this reference and made a material part of this
      Eighth Amendment Agreement.

	 	 	 
	 	6. 	
      This Eighth 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 Eighth Amendment Agreement on August 19, 2014.

Nanotech Industries International Inc.

By: /s/: Joseph
Kristul                                

Title: President and CEO 

Nanotech Industries Inc.

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




ANNEX A