Exhibit 10.8
THE
SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE
ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii)
AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY
SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS
AVAILABLE.
WARRANT AGREEMENT
MATERIAL TECHNOLOGIES,
INC.,
a Delaware corporation (the
“Company”)
THIS IS TO CERTIFY that, for value received,
Kreuzfeld Ltd., or its assigns (the “Holder”) is
entitled, subject to the terms and conditions set forth herein, to
purchase, 5,000,000 shares of Class A common stock of the Company
(the “Warrant Shares”) upon exercise at a purchase
price of $0.20 per Warrant Share (the “Warrant
Price”).
1.
TERM. Subject to the terms of this Warrant, the
Holder shall have the right, at any time during the period
commencing at 9:00 a.m., Pacific Time, on the 19th day of August,
2008 and ending at 5:00 p.m., Pacific Time, on the 18th day of
August, 2009 (the “Termination Date”), to purchase from
the Seller the Warrant Shares upon payment to the Seller of the
Warrant Price.
Notwithstanding anything to the contrary
contained in this Warrant or otherwise, the Holder shall not be
required, although it shall have the right, to exercise this
Warrant.
2. MANNER
OF EXERCISE . Payment of the aggregate Warrant Price
shall be made as described below. Upon the payment of
all or a portion of the Warrant Price and delivery of the Election
to Purchase, a form of which is attached hereto, the Company shall
issue and cause to be delivered with all reasonable dispatch to or
upon the written order of the Holder, and in such name or names as
the Holder may designate, a certificate or certificates for the
number of full Warrant Shares so purchased upon each exercise of
the Warrant. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named
therein shall be deemed to have become a holder of record of such
securities as of the date of surrender of the Warrant (or if less
than the entire Warrant is exercised, upon the delivery of the new
Warrant described below) and payment of the Warrant Price, as
aforesaid, notwithstanding that the certificate or certificates
representing such securities shall not actually have been delivered
or that the stock transfer books of the Company shall then be
closed. The Warrant shall be exercisable, at the
election of each Holder, either in full or from time to time in
part and, in the
event that a
certificate evidencing the Warrant is exercised in respect of less
than all of the Warrant Shares specified therein at any time prior
to the Termination Date, a new certificate evidencing the remaining
portion of the Warrant shall be issued by the Company to such
Holder.
Payment of the Warrant Price may be made by
either of the following forms, or a combination thereof:
(i)
Cash Exercise : cash, bank or cashiers check, or wire
transfer payable to the Company; or
(ii)
Promissory Note : through a promissory note payable
to the Company, but only to the extent authorized by the Company,
and which authorization may be withheld for any reason
whatsoever.
3. NO
STOCKHOLDER RIGHTS . Unless and until this Warrant
is exercised, this Warrant shall not entitle the Holder hereof to
any voting rights or other rights as a stockholder of the Company,
or to any other rights whatsoever except the rights herein
expressed, and, no dividends shall be payable or accrue in respect
of this Warrant.
4.
EXCHANGE . This Warrant is exchangeable upon the
surrender hereof by the Holder to the Company for new Warrants of
like tenor representing in the aggregate the right to purchase the
number of securities purchasable hereunder, each of such new
Warrants to represent the right to purchase such number of
securities as shall be designated by the Holder at the time of such
surrender.
Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it
and reimbursement to the company of all reasonable expenses
incidental thereto, and upon surrender and cancellation hereof, if
mutilated, the Company will make and deliver a new warrant of like
tenor and amount, in lieu hereof.
5.
ELIMINATION OF FRACTIONAL INTERESTS . The Company
shall not be required to issue certificates representing fractions
of securities upon the exercise of this Warrant, nor shall it be
required to issue scrip or pay cash in lieu of fractional
interests. All fractional interests shall be eliminated
by rounding any fraction up to the nearest whole number of
securities, properties or rights receivable upon exercise of this
Warrant.
6.
RESERVATION A
