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






Exhibit 10.1

Fifth 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 and into a Fourth Amendment
Agreement dated December 13, 2013 (collectively the “Agreement”); 

WHEREAS the Parties would like to amend the Agreement to
allow the License to be used for additional applications and thereby expand the
definition of the LICENSOR Product; 

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





	 	1. 	
      Pursuant to the terms of the Licensing Agreement, the
      license to sell and manufacture the LICENSOR Product granted by the
      Licensor to NTI has been expanded to include synthetic leather, sealants
      and adhesives (“Added Applications”)

	 	 	 
	 	2. 	
      The term LICENSOR Product has thus been modified and
      shall be defined in the Agreement as follows: environmentally safe
      coatings, polyurethane foam for the textile industry, synthetic leather,
      sealants and adhesives.

	 	 	 
	 	3. 	
      Any reference to the LICENSOR Product in the Agreement
      shall have the meaning as set forth in Section 2 hereinabove.

	 	 	 
	 	4. 	
      In consideration for the Added Applications, NTI shall
      pay the Licensor an amount equal to US $2,000,000 (two million USD)
      (“Consideration”), to be paid within 36 (thirty-six) months of the
      execution of this Fifth Amendment Agreement (“Deadline”). Should NTI not
      pay the Consideration within the Deadline, NTI shall lose all rights to
      the Added Applications, and the Added Applications shall be removed from
      the Licensor PRODUCT definition.

	 	 	 
	 	5. 	
      The Agreement, as amended by this Fifth 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 Fifth Amendment Agreement remain in full force and
      effect, unamended.

	 	 	 
	 	6. 	
      The Parties expressly warrant and guarantee that they
      have obtained all necessary requisite approvals and that they have the
      authority to enter into this Fifth Amendment Agreement.

	 	 	 
	 	7. 	
      The Preamble to this Fifth Amendment Agreement is
      incorporated herein by this reference and made a material part of this
      Fifth Amendment Agreement.

	 	 	 
	 	8. 	
      This Fifth 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 Fifth Amendment Agreement on March 31, 2014.

 

Nanotech Industries International Inc.

By: /s/: Joseph Kristul

Title: President and CEO

 

Nanotech Industries Inc.

By: /s/: Joseph Kristul 

Title: President and CEO