Fifth Amendment to the Licensing Agreement, dated March 31 , 2014
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
