Exhibit
10.8


 


MASTER LICENSE AGREEMENT


 


This
Master License Agreement (this “Agreement”), effective as of the date fully executed by all parties, is entered into
by and between Magnolia Solar, Inc., a corporation formed under the laws of the state of Delaware (the “LICENSEE”)
and Magnolia Optical Technologies, Inc., corporation formed under the laws of the state of Delaware ( the “LICENSOR”).


 


WHEREAS,
the LICENSOR wishes to license certain intellectual property to LICENSEE; and


 


WHEREAS,
the LICENSEE wishes to license such intellectual property subject to the terms and conditions contained herein.


 


NOW
THEREFORE, in exchange for the mutual covenants contained herein and other good and valuable consideration the parties agree as
follows:


 


ARTICLE
I


Background


 


1.1         LICENSOR
represents that it is the holder of certain trade secrets, proprietary information trade-names, know how and other intellectual
property currently held and which may be developed at some future date, relating to design and fabrication of thin-film solar
photovoltaic cells and the like (the “INTELLECTUAL PROPERTY”), and is prepared to grant an exclusive license on established
terms to LICENSEE within the territory detailed hereafter.


 


1.2         LICENSEE
has examined the relative value of the INTELLECTUAL PROPERTY and wishes to acquire exclusive rights within the territory detailed
hereafter to the INTELLECTUAL PROPERTY for the purpose of making, leasing, and selling thin-film photovoltaic solar cells and
related products, and other services relating to or utilizing the technology, and for sublicensing others subject to and pursuant
to sublicensing terms and conditions set forth herein.


 


ARTICLE
II


General
Definitions


 


The
terms of this Agreement (other than the names of the parties and Article headings) that are set forth in upper case letters shall
have the meanings set forth below:


 


2.1         LICENSED
TERRITORY Worldwide


 


2.2         LICENSED
FIELD limits the scope of the Agreement to the trade secrets, patent rights, if any, manufacturing knowledge, and know-how involved
in the making, using and selling of thin-film photovoltaic solar cells or for sublicensing others to do the same within the LICENSED
TERRITORY.


 




     

     


    

 


LICENSE
AGREEMENT


Page
2


 


2.3         LICENSED
PRODUCTS refers to any and all products and services produced and delivered under the LICENSED FIELD,


 


2.4         PROPRIETARY
INFORMATION means the confidential and valuable trade secrets, know-how, show-how and manufacturing information required to properly
use the LICENSOR's technology.


 


ARTICLE
III


License
Grant and Transfer


 


3.1         LICENSOR
hereby grants to LICENSEE an exclusive, fully paid, royalty free License within the designated LICENSED TERRITORY, as delineated
in the LICENSED FIELD, to utilize the INTELLECTUAL PROPERTY to make, use, offer for sale, and sell the LICENSED PRODUCTS. Issuance
of this License does not limit or negate the abilities or authority of the LICENSOR outside the LICENSEE’s designated territory.


 


3.2         The
LICENSOR also grants pursuant to this Agreement all rights to all future developments that are directly related to or are derived
from the INTELLECTUAL PROPERTY. Such rights shall automatically vest in LICENSEE without further action by either party.


 


ARTICLE
IV


Payment
of License Fees


 


4.1         LICENSEE
shall in exchange for the grant of this license assign, transfer and convey 7,130,000 shares of the LICENSEE’s
restricted common stock, with a par value of $0.0001 (the “LICENSEE STOCK”). The LICENSEE STOCK has a current
value of $.05 per share. Such stock shall be granted with restrictions to the shareholders, option holders and warrant
holders for number of shares identified by the LICENSOR upon the execution and delivery of this Agreement. LICENSEE shall
issue these shares with the following restriction:


 


“These
securities have not been registered under the Securities Act of 1933, as amended (the “Act”) or under the securities
laws of any state, and may not be sold, offered for sale, assigned, mortgaged, pledged, hypothecated or otherwise transferred
or disposed of except (i) pursuant to a registration statement under the Act which has become effective and is current with respect
to these securities; or (ii) pursuant to a specific exemption from registration under the act but only upon a holder hereof first
having obtained the written opinion of counsel to the Corporation, or other counsel reasonably acceptable to the Corporation,
that the proposed disposition is consistent with all applicable provisions of the Act as well as any applicable “Blue Sky”
or similar securities laws.”


 


4.2         The
LICENSEE STOCK to be issued and delivered hereunder will, when issued and delivered, be duly and validly issued, fully paid, nonassessable
and free of Encumbrances and
preemptive rights or other restrictions other than those imposed pursuant to securities laws and those expressly provided for
in this Agreement


 




     

     


    

 


LICENSE
AGREEMENT


Page
3


  


ARTICLE
V


Sublicensing


 


LICENSEE
shall have the right to extend the licensed technology by further written agreements on terms not conflicting with the terms of
this Agreement, to any suitable AFFILIATE as a third party licensee or sublicensee in the LICENSED TERRITORY. LICENSEE may not
sublicense to any such third party whose direct or in-direct sales would compete with LICENSOR in any way. LICENSEE's rights to
consideration and redress for default of a third party licensee under such further written agreements shall be subordinated to
LICENSOR in the event of cancellation of this Agreement or LICENSEE's default hereunder or bankruptcy or other inability to perform,
and this term or words to this effect shall appear in all third party licensee agreements.


 


ARTICLE
VI


Representations
and Disclaimers of Warranties


 


6.1         Nothing
in this Agreement shall be deemed to be a representation or warranty by LICENSOR of the viability or profitability of the LICENSED
PRODUCT. LICENSOR shall not be responsible for any losses or damages to LICENSEE arising out of the LICENSEE's use of the INTELLECTUAL
PROPERTY.


 


6.2         LICENSOR
shall not be liable for any damages to third parties as a result of LICENSEE's use of the INTELLECTUAL PROPERTY.


 


6.3         LICENSOR
does not warrant or represent that any product or service resulting from the licensed technology is or will be free from infringement
of or by third parties.


 


6.4         LICENSEE
shall be responsible to bring or defend any and all infringement actions by or against third parties that may result during the
term of this Agreement; reserving to LICENSOR, to the full extent permitted under law, the same right to bring or defend in good
faith in its own name said infringement actions when LICENSEE is unwilling or unable to do so, reasonable costs and proceeds deriving
therefrom to be apportioned to the parties according to their respective benefits under this Agreement. Both parties shall communicate
and cooperate fully and timely, in good faith, in all such matters.


 


ARTICLE
VII


Term
and Termination


 


7.1         This
Agreement, including any Exhibits may terminate according to another provision in this Section, but if not otherwise terminated,
shall run for ten (10) years. Thereafter, the license shall renew automatically unless cancelled in writing by one of the parties.


 







     

     


    

 


LICENSE
AGREEMENT


Page
4


 


7.2         In
the event of default or failure by either party to perform any of the obligations under this Agreement, the offending party shall
have thirty (30) days after written notice of such default to correct the default. If not corrected after the thirty (30) days
period, the non-defaulting party shall have the option to cancel or terminate this Agreement. Upon such termination, the defaulting
party may be liable for any and all damages incurred as a result of such default.


 


7.3         Upon
termination of this Agreement, the LICENSEE shall cease using the INTELLECTUAL PROPERTY, and take all reasonable measures to return
the PROPRIETARY INFORMATION including manuals, reports, and notes related to the LICENSED FIELD, and all agreements, information
and accounts relating to past and present AFFILIATES. LICENSOR shall also reserve the right to terminate any and all rights of
the Sublicensees of the LICENSEE.


 


7.04       The termination rights provided herein shall be in addition to and not in substitution for any right to damages or injunctive
relief that may be available to or exercisable, nor shall such termination rights relieve either party from liability or damage
to the other party for breach of this Agreement


 


ARTICLE
VIII


Confidentiality


 


8.1         Confidential
Information may be disclosed in written or oral form. Any written Confidential Information will be marked "Confidential",
any oral Confidential Information will be described as such. However other information may be Confidential based on the context
and manner in which it is disclosed.


 


8.2         LICENSEE
agrees to treat all information and material appropriately disclosed as provided under Section 8.1 as proprietary and/or confidential,
and will protect from disclosure to third parties not similarly obligated. LICENSEE further agrees not to make use of such information
or material except in the furtherance of the enterprise contemplated herein and where not contrary to the interests of the LICENSOR.


 


8.3         Any
information which LICENSEE can show by written record was in LICENSEE's possession prior to the disclosure by LICENSOR, was already
in the public domain, or enters the public domain other than through the fault of LICENSEE shall not be subject to the provisions
of Section 8.2. In addition, any information that is legally disclosed to LICENSEE by a third party not similarly obligated shall
not be subject to the provisions of Section 8.2.


 


8.4         Notwithstanding
the provisions of Section 8.2, LICENSEE may disclose such information to governmental agencies or regulatory bodies to the extent
necessary to satisfy their respective regulations. LICENSEE agrees to take actions to insure that the agencies or bodies treat
the information as confidential.


 




     

     


    

 


LICENSE
AGREEMENT


Page
5


 


ARTICLE
IX


Records
and Reports


 


LICENSEE
shall keep accurate and detailed records of all operations affecting payments hereunder, and shall permit LICENSOR or its duly
authorized agent, with notice, to inspect and copy any such records during regular business hours throughout the terms of the
Agreement, and for a reasonable period of not less than three (3) years thereafter.


 


ARTICLE
X


Arbitration


 


Any
controversy or interpretation problems that may arise under this Agreement that cannot be resolved between the parties shall be
settled by their good faith participation in non-binding mediation conducted by a mediator acceptable to both parties. Should
mediation fail, then by arbitration pursuant to the terms of the attached Exhibit A. The parties shall submit to the decision
of the arbitrator (s) and the judgment of any award may be entered into any Court having jurisdiction.


 


ARTICLE
XI


Notices


 


For
the purpose of all written communications, materials, and notices the following addresses shall be used unless changed by written
notification to the other party:


 


	LICENSOR:	LICENSEE:
	Magnolia
    Optical Technologies, Inc.	Magnolia
    Solar, Inc.
	52
    B Cummings Park, Suite 314	52
    B Cummings Park, Suite 311
	Woburn,
    MA 01801	Woburn,
    MA 01801
	 	 
	Phone:
    (781) 503-1200	Phone:
    (781) 497-2900
	Fax:
    (781) 932-0847	Fax:
    (781) 735-0575













  


ARTICLE
XII


General


 


12.1      Force
Majeure. If the performance of any party’s obligation under this Agreement shall be delayed by governmental restriction,
war, civil commotion, riot, strike, lock out, act of God (such as flood or fire), act or omission of the other party, or other
cause which is beyond the reasonable control of such party, then the performance of such obligations shall be excused for the
period of delay occasioned thereby. If such period of delay shall continue for more than one hundred eighty (180) days, then any
party shall have the right thereafter, during the continuance of such delay, to terminate this Agreement on written notice to
the other parties.


 




     

     


    

 


LICENSE
AGREEMENT


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6


 


12.2      Binding
Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
legal representatives, successors, and permitted assigns.


 


12.3      Modification.
This Agreement shall not be modified, changed, or amended, except in a writing signed by the party to be charged.


 


12.4      Severability.
If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extend, be
held invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not
be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted
by law.


 


12.5      Headings.
The headings of the several Articles and Sections of this Agreement are inserted for convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this Agreement.


 


12.6      Entire
Agreement. This Agreement sets forth the entire Agreement and understanding between the parties as to the subject matter
hereof and merges all prior discussions and negotiation between them, and neither of the parties shall be bound by any condition,
definition warranty, or representation other than as expressly provided in this Agreement, or as duly set forth on or subsequent
to the effective date hereof in writing signed by a proper duly authorized officer of the party to be bound thereby.


 


12.7      Waiver.
Any party’s failure to enforce the provisions thereof or to exercise the rights granted hereunder, or the parties’
agreement to waive enforcement thereof, at any time or for any period of time shall not constitute or be construed as a waiver
of any other failure or breach of such provisions or rights, or any other provisions of this Agreement, or of the rights of such
party thereafter to enforce each and every such provision or right, nor shall such failure or LICENSEE agreement be deemed to
an amendment of this Agreement.


 


12.8      Governing
Law. This Agreement shall be governed by and construed in accordance with the law of the Commonwealth of Massachusetts
and the United States of America. The parties hereby agree that this Agreement shall be enforceable in the courts of the Commonwealth
of Massachusetts and LICENSEE hereby irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts
located in the Commonwealth of Massachusetts and to accept service of process by certified mail.


 


12.9      Successors
and Assigns. This Agreement may be assigned by LICENSEE to any purchaser of some or all of its entire business to which
this Agreement relates with the consent of LICENSOR, which consent may not be unreasonably withheld, provided that the assignee
agrees in writing to be bound by the terms of this Agreement.


 




     

     


    

 


LICENSE
AGREEMENT


Page
7


 


12.10    Counterpart
Copies. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed to be an original,
but all of which shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by their duly authorized officers or representatives
on the respective dates and at the respective places hereinafter set forth.


 


Magnolia
Optical Technologies, Inc. (Licensor)


 


	By:	/s/
    Dr. Ashok K. Sood	 
	Name:	Dr.
    Ashok K. Sood	 
	Title:	President	 
	Date:	April
    30, 2008	 


 


Magnolia
Solar, Inc. (Licensee)


 


	By:	Dr.
    Yash R. Puri	 
	Name:	Dr.
    Yash R. Puri	 
	Title:	Executive
    Vice President	 
	Date:	April
    30, 2008	 







 






     

     


    

 


LICENSE
AGREEMENT


Page
8


EXHIBIT
A


ALTERNATIVE
DISPUTE RESOLUTION


 


A.          Except
as provided in subdivision B of this Section, neither Party to this Agreement shall file suit in any court for any dispute arising
out of this Agreement until they have, in good faith, attempted to resolve the dispute according to the following procedures:


 


1.          In
the event of a dispute or controversy (“the Dispute”) based upon or arising out of, or pertaining to or related to
or in connection with, this Agreement, the Parties agree to meet informally, and promptly confer regarding their respective positions
and interests in any such Dispute, with a view toward attempting to improve their mutual ability to make informed decisions relating
to said Dispute, and they agree to use their best efforts to resolve any such Dispute between them. The Parties’ executives
or representatives with authority to resolve any Dispute shall meet at a mutually acceptable time and place, within fifteen (15)
days after receipt of a letter (“Notice of Negotiation”) requesting a meeting pursuant to this section, sent by either
party, and thereafter shall meet as often as they deem necessary, shall exchange relevant information and shall, recognizing their
mutual interest, diligently endeavor to resolve the Dispute in a manner satisfactory to the Parties. All reasonable requests for
information made by one Party to the other shall be honored. Each Party shall bear its own legal expenses, attorneys’ fees
and costs of all experts and witnesses incurred with respect to the negotiations.


 


2.          All
negotiations pursuant to foregoing provisions of this section shall be confidential, shall not be disclosed to anyone other than
a Party’s own counsel of record, and shall be treated as compromise and settlement negotiations for the purpose of applicable
rules of evidence and for all other purposes.


 


B.          Any
disputes between the Parties not resolved by mediation as set forth in subdivision A of this section shall then be decided by
arbitration in accordance with the laws of the Commonwealth of Massachusetts. Arbitration shall be brought upon the written notice
of one Party to the other of a demand for arbitration, which includes a recitation of the claim or dispute for which arbitration
is sought. Arbitration shall be before a single arbitrator mutually agreed upon by the Parties. If the Parties fail to agree upon
an arbitrator, each Party shall choose one arbitrator and these two arbitrators shall select a disinterested third party as the
third arbitrator. Any award or findings of the arbitration panel shall be final and binding on the Parties, and judgment on any
such award may be entered in any court having competent jurisdiction.


 


C.          Notwithstanding
the foregoing provisions, nothing in this section or this Agreement shall prevent either Party from seeking temporary restraining
orders, preliminary injunctions or such other provisional, equitable relief from a court of competent jurisdiction in the event
of a material reach of the terms of this Agreement. However, prior to seeking such extraordinary relief, the Party seeking such
relief must make a good faith determination that the exigencies of the claimed material breach of terms requires such immediate
and extraordinary relief.