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






Seventh Amendment to the Licensing Agreement previously entered
into on the 6th day of May, 2014

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
and into a Sixth Amendment Agreement dated April 9, 2014 (collectively the
“Agreement”); 

WHEREAS the Parties would like to amend the Agreement to
expand the definition of the LICENSOR Product to include spray foam insulation
(“SFI”); 

WHEREAS to this end the Parties have agreed to enter
into this Seventh Amendment to the Licensing Agreement (“Seventh 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 SFI.

	 	 	 
	 	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, and spray foam insulation.

	 	 	 
	 	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 SFI, NTI
shall:




	 	a. 	
      Pay the Licensor an amount equal to US $500,000 (five
      hundred thousand USD) (“Consideration”), to be paid within 12 (twelve)
      months of the execution of this Seventh Amendment Agreement (“Deadline”).
      Should NTI not pay the Consideration within the Deadline, NTI shall lose
      all rights to SFI, and SFI shall be removed from the Licensor PRODUCT
      definition; and

	 	 	 
	 	b. 	
      Pursuant to and in accordance with Section 3(v) of the
      Licensing Agreement, cause to be issued to the Licensor an aggregate
      number of shares of common stock which shall give the Licensor,
      immediately upon such issuance of shares an additional 15% ownership stake
      in the Company (15% Share Issuance”), to be issued to the Licensor within
      24 (twenty-four) months of the execution of this Seventh Amendment
      Agreement (“15% Issuance Deadline”). Should the 15% Share Issuance not be
      issued within the Issuance Deadline, NTI shall lose the Exclusivity to the
      Manufacturing and Sale (both terms as defined in the Agreement) for SFI
      and shall solely retain such rights to SFI on a non-exclusive
  basis.




	 	5. 	
      The Agreement, as amended by this Seventh 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 Seventh 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 Seventh Amendment Agreement.

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








	 	8. 	
      This Seventh 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 Seventh Amendment Agreement on May 6, 2014.

Nanotech Industries International Inc.

By: /s/: Joseph
Kristul                                     

Title: President and CEO 

Nanotech Industries Inc.

By: /s/: Joseph
Kristul                                       

Title: President and CEO