HYBRID Coating Technologies Inc. (Form: 8-K, Received: 02/23/2012 14:44:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2012

HYBRID COATING TECHNOLOGIES INC.

Formerly known as EPOD SOLAR INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53459	20-3551488
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

950 John Daly blvd, Suite 260, Daly City, CA 94015	94015
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code : (650) 491-3449

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 21, 2012, Hybrid Coating Technologies Inc.. (the “Company”) completed the closing (the “Closing”) of a private placement financing (the “Private Placement”) in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D and under Regulation S, as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, for net proceeds of US $119,500.

The Private Placement consists of 10% convertible debentures with a due date of February 21, 2015 (“Debentures” and individually a “Debenture”), of which each Debenture shall be convertible into units (“Units” and individually "Unit") of the Corporation. Each Unit shall have a conversion price of USD $1.45 (“Conversion Price”) per Unit. Each Unit shall consist of: (i) 1 (one) share of the Company’s common stock (“Common Stock”) par value $0.001 per share; and (ii) ½ (one half) of one stock purchase warrant. Each whole stock purchase warrant (“Warrant”) is exercisable at any time prior to February 21, 2015, at an exercise price of USD $2.10 per Share, to purchase 1 (one) additional Share.

Copies of the Securities Purchase Agreement and Form of Debenture are attached hereto. The foregoing descriptions are qualified in their entirety to such exhibits, which are incorporated by reference herein.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES.

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.is filed as an exhibit hereto.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit	Description
No.
4.2	Form of 10% Convertible Debenture (Pursuant to Regulation (S)
10.1	Form of Securities Purchase Agreement (Pursuant to Regulation (S)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HYBRID COATING TECHNOLOGIES INC.


	By: /s/:Joseph Kristul
	Joseph Kristul
	President and Chief Executive Officer

Date: February 23, 2012

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE"ACT") OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO COUNSEL TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

Original Issue Date: February 21 , 2012

Conversion Price: US $1.45

CONVERTIBLE DEBENTURE

DUE FEBRUARY 21, 2015

FOR VALUE RECEIVED, HYBRID COATING TECHNOLOGIES INC., a Nevada Company (hereinafter called the "Borrower" or “Company”), hereby promises to pay to the order of ________ or its registered assigns (the "Holder") the sum of $______ US Dollars (_______ USD), on February 21, 2015 (the "Maturity Date"), or such earlier date as this Debenture is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture in accordance with the provisions hereof. This Convertible Debenture (including all Convertible Debentures issued in exchange, transfer or replacement hereof, this "Debenture") is a duly authorized issue of Debentures of the Company, designated as its Convertible Debentures due February 21, 2015 (the "Debentures") issued pursuant to a Securities Purchase Agreement entered into between the Company and the Holder on February 21, 2012 (“Securities Purchase Agreement”).

Except as otherwise expressly provided herein, including but not limited to Section 7(c) below, this Debenture may not be prepaid by the Borrower. All payments due hereunder (to the extent not converted into Units as defined in Section 2(a)(i) herein, of the Borrower in accordance with the terms hereof shall be made in lawful money of the United States and any accrued Interest shall be added to the principal amount of this Debenture, in which event Interest shall accrue thereon in accordance with the terms of this Debenture and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Debenture. All payments shall be made at the address of the Holder as designated by the Holder or at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Debenture. Whenever any amount expressed to be due by the terms of this Debenture is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day.

This Debenture is subject to the following additional provisions:

Section 1. Interest. Subject to the terms and conditions of this Debenture, The Company shall pay interest (“Interest”) to the Holder on the aggregate unconverted and then outstanding principal amount of this Debenture at the rate of ten percent (10%) per annum (the “Interest Rate”) from the Original Issue Date (as defined herein) until the same becomes due and payable at maturity. Interest shall commence accruing on the Original Issue Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall be payable on an annual basis every twelve (12) months, in accordance with the terms hereof. The Company shall have the option of paying the Holder the amount of interest due and payable in cash or in Shares of the Company pursuant to the terms of conversion herein and the price per Share shall be equal to the average price per Share in the ten trading days preceding the date on which the Interest becomes due and payable. The amount of interest payable in respect of the Debenture shall be reduced proportionately in the event of its partial or full conversion prior to maturity.

Section 2. Conversion .

(a) Conversion Right.

(i) Conversion Timing and Amount. Subject to the limitations on Conversion contained herein, the record Holder of this Debenture shall have the right (a “Conversion Right”) from time to time, and at any time on or after the Original Issue Date hereof and prior to the Maturity Date, to convert any part or all of the Debenture into a total of up to ______ (_____________) units (“Units” and individually each a or "Unit") of the Company at the price of USD $1.45 (“Conversion Price”) per Unit. Each Unit shall be comprised of the following: (i) 1 (one) share of the Company’s common stock (“Common Stock”) par value $0.001 per share (“Share” and collectively “Shares”); and (ii) ½ (one half) of one stock purchase warrant . Each whole stock purchase warrant (“Warrant” and collectively “Warrants”) is exercisable at any time prior to the Maturity Date, at an exercise price of US $2.10 per Share, to purchase 1 (one) additional Share. Any Shares issuable pursuant to the exercise of the Conversion Right shall be issued as fully paid and non-assessable shares of Common Stock, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price determined as provided herein (a "Conversion"). The Conversion Rights set forth in this Section 2 shall remain in full force and effect immediately from the Original Issue Date until the Debenture is paid in full.

(ii) Limitation On Conversion . Notwithstanding the above, in no event shall the Holder be entitled to convert any portion of this Debenture in excess of that portion of this Debenture upon Conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and any applicable affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Debenture or the unexercised or unconverted portion of the Warrants or of any other security of the Company subject to a limitation on Conversion or exercise analogous to the limitations contained herein)(the “Beneficially Owned Shares”) and (2) the number of shares of Common Stock issuable upon the Conversion of the portion of the Debenture with respect to which the determination of this proviso is being made would result in beneficial ownership by the Holder and its affiliates of more than 4.99% (the “Maximum Percentage”) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture held by the Holder (the “Beneficial Ownership Limitation”). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso in the immediately preceding sentence, and provided that the Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of Conversion includes a signed representation by the Holder, if requested by the Company, that the issuance of the shares in such Notice of Conversion will not violate the Beneficial Ownership Limitation, and the Company shall not be entitled to require additional documentation of such satisfaction.

(iii) Calculation of Conversion Amount . The number of Units to be issued upon each Conversion of this Debenture shall be determined by dividing the Conversion Amount (as defined herein) by the applicable Conversion Price. The term "Conversion Amount" means, with respect to any Conversion of the Debenture, the sum of (i) the Principal Amount of the Debenture to be converted in such Conversion, and (ii) at the Company’s discretion, any Interest accrued and due.

(b) Mechanics of Conversion . In order to convert the Debentures into full shares of Common Stock and Warrants, the Holder shall deliver a copy of the fully executed notice of conversion in the form on the rear of the certificate evidencing the Debenture (‘Notice of Conversion’) to the Company at the office of the Company which notice shall specify the amount of the Debenture to be converted (together with a copy of the first page of each Debenture to be converted) prior to Midnight, Eastern time (the ‘Conversion Notice Deadline’) on the date of Conversion specified on the Notice of Conversion and (ii) surrender the original Debenture(s); provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion and Warrants unless either the original Debentures are delivered to the Company as provided above, or the Holder notifies the Company that such Debenture(s) have been lost, stolen or destroyed. In the case of a dispute as the calculation of the Conversion Price, the Company’s calculation shall be deemed conclusive absent manifest error.

(i) Lost or Stolen Debentures . Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of a Debenture, and (in the case of loss, theft or destruction) indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of the Debenture, if mutilated, the Company shall execute and deliver new Debenture(s) of like tenor and date.

(ii) Delivery of Common Stock and Warrants upon Conversion . The Company shall issue and use its best efforts to deliver within a reasonable time after delivery to the Company of a Debenture and Notice of Conversion, or after provision for security or indemnification required by (i) above, to such Holder of the Debenture at the address of the Holder on the books of the Company, a certificate for the number of shares of Common Stock and a number of Warrants to which the Holder shall be entitled as aforesaid.

(iii) No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of a Debenture. If any conversion of the Debenture would create a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, a cash adjustment will be made for the fractional interest.

(iv) Date of Conversion . The date of which conversion occurs (the ‘Date of Conversion’) shall be deemed to be the date set forth in such Notice of Conversion, provided that the copy of the Notice of Conversion is delivered or faxed to the Company before midnight, Pacific time, on the Date of Conversion, and (ii) that the original Debentures to be converted are surrendered, and received by the Company within five business days from the Date of Conversion. The person or persons entitled to receive the shares of common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the original Debentures to be converted are not received by the Transfer Agent or the Company within five business days after the Date of Conversion or if the facsimile of the Notice of Conversion is not received by the Company or its designated transfer agent prior to the Conversion Notice Deadline, the Notice of Conversion, at the Company’s option, may be declared null and void.

(c) Reservation of Stock Issuable Upon Conversion . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Debentures, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding Debentures; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding Debentures, the Company will immediately take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(d) Adjustment to Conversion Price.

(i) Adjustment Due to Stock Split, Stock Dividend, Etc . If at any time when the Debentures are issued and outstanding, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, or other similar event, the Fixed Conversion Price shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Fixed Conversion Price share be proportionately increased.

(ii) Adjustment Due to Merger, Consolidation, Etc . If at any time when the Debentures are issued and outstanding, there shall be any merger, amalgamation, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the company or another entity (“Material Transaction”), then the Holders of the Debentures shall thereafter have the right to receive upon conversion of the Debentures, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock and/or securities which the Holder would have been entitled to receive in such transaction had the Debentures been converted immediately prior to the Material Transaction.

(iii) Anti-Dilution Pursuant to Share Issuances. If at any time, when the Debentures are issued and outstanding the Company issues Additional Securities (as defined below) (a “Dilutive Issuance”) the Company shall adjust the Conversion Price (“Adjusted Conversion Price”) of this Debenture using the following formula below.

“Additional Shares” shall mean all shares of Common Stock issued by the Company other than (i) shares of Common Stock and/or options, to employees, officers, or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to any stock option plans, that are approved by the Board of Directors of the Company, (“ ESOP Shares Issuances”)

Where	X =	the Adjusted Conversion Price
	Y =	9,250,000
	A =	the Conversion Price
	B =	the total number of shares of Common Stock outstanding of the Company immediately following the Dilutive Issuance calculated on a fully diluted basis, excluding any ESOP Shares Issuances.

(iv) Anti-Dilution Pursuant to Securities Issuances within the context of a Financing. If at any time, when the Debentures are issued and outstanding the Company undergoes an offering or financing (“Financing”) which results in the issuance of Shares, debentures, or other convertible securities at an exercise or conversion price that is equal to less than the Conversion Price herein per Share (“Base Financing Price”), then the Conversion Price shall be reduced and shall be equal to the Base Financing Price minus a twenty-five percent (25%) discount (the “Percentage Discount”) (“Discounted Conversion Price”). The Discounted Conversion Price shall be calculated using the following formula:

Where	A=	Discounted Conversion Price
	B=	the Base Financing Price per Share
	C=	the Percentage Discount.

Section 4. No Voting Rights. The Debentures shall not entitle the Holders thereof to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend meetings of stockholders or any other proceedings of the Company.

Section 5. Rule 144 Hold Period. For purposes of Rule 144, it is intended, understood and acknowledged that the Common Stock issuable upon Conversion of this Debenture shall be deemed to have been acquired at the time the Debenture was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issuable upon Conversion of this Debenture shall be deemed to have commenced on the date this Debenture was issued.

Section 6 . Regulation S Agreement of the Holder

6.1 The Holder represents and warrants to the Company that the Holder is not a "U.S. Person" as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.

A "U. S. Person" is defined by Regulation S of the Securities Act to be any person who is:

Any natural person resident in the United States;

Any partnership or corporation organized or incorporated under the laws of the United States;

i.	Any estate of which any executor or administrator is a U.S. person;

ii.	Any trust of which any trustee is a U.S. person;

iii.	Any agency or branch of a foreign entity located in the United States;

iv.	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U. S. person;

v.	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

vi.	Any partnership or corporation if:

		A. Organized or incorporated under the laws of any foreign jurisdiction; and

		B. Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

6.2 The Holder acknowledges that the Holder was not in the United States at the time the offer to purchase the Shares was received.

6.3 The Holder acknowledges that the Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Holder in accordance with Regulation S of the Securities Act.

6.4 The Holder agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Securities Act.

6.5 The Holder and the Company agree that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

6.6 The Holder agrees to resell the Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.

6.7 The Holder acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT".

Section 8. Transfer to Comply with the Securities Act . This Debenture shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. This Debenture may be sold, assigned or transferred only in compliance with applicable federal and state securities laws and regulations.

Section 9. Governing Law . The Debenture shall be governed by and construed in accordance with the laws of the State of Nevada. All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Debenture and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 10. Business Day Definition. For purposes hereof, the term ‘business day’ shall mean any day on which banks are generally open for business in the State of Nevada and excluding any Saturday and Sunday.

Section 11. Notices. Any notice or other communication required or permitted to be given hereunder shall be given as provided herein or delivered against receipt if to (i) the Company at 950 John Daly blvd., Suite 260, Daly City, CA 94015 (ii) the Holder of a Debenture, to such holder at its last address as shown on the Debenture Register (or to such other address as the party shall have furnished in writing as its new address to be entered on the Debenture Register. Any notice or other communication needs to be made by facsimile and delivery shall be deemed give, except as otherwise required herein, at the time of transmission of said facsimile. Any notice given on a day that is not a business day shall be effective upon the next business day.

Section 12. Waiver of any Breach to be in Writing. Any waiver by the Company or the Holder of a Debenture of a breach of any provision of the Debenture shall not operate as, or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of the Debenture. The failure of the Company or the Holder hereof to insist upon strict adherence to any term of the Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of the Debenture. Any waiver must be in writing.

Section 13. Unenforceable Provisions. If any provision of a Debenture is invalid, illegal or unenforceable, the balance of the Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

Section 14. . Construction; Headings. This Debenture shall be deemed to be jointly drafted by the Company and all the Purchasers and shall not be construed against any person as the drafter hereof. The headings of this Debenture are for convenience of reference and shall not form part of, or affect the interpretation of, this Debenture.

IN WITNESS WHEREOF, Company has caused the Debenture to be signed in its name by its duly authorized officer this 21st day of February, 2012.

	COMPANY:

	HYBRID COATING TECHNOLOGIES INC.,

	By: /s/:Joseph Kristul
	Joseph Kristul, CEO & Chairman

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $__________ in principal amount of the Debenture (defined herein) into Units, of HYBRID COATING TECHNOLOGIES INC . , a Nevada Company (the "Company" ), plus:

-$_________ any Interest owing, if applicable and at the Company’s sole discretion

all according to the conditions of the Debenture of the Company dated as of February 21, 2012, (the "Debenture" ), as of the date written below. If securities are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the Holder for any Conversion, except for transfer taxes, if any. By submitting this Notice of Conversion, the Holder certifies that the issuance of the number of shares of Common Stock requested hereby will not result in a violation of the Beneficial Ownership Limitation.

The undersigned hereby requests that the Company issue a certificate or certificates for the number of shares of Common Stock set forth above and Warrants for the number set forth above (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name: _________________________________________________

Address: _______________________________________________

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable to the undersigned upon Conversion of the Debenture shall be made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "ACT" ).

(i) Date of Conversion:_______________________________
Applicable Conversion Price:________________________
Number of Shares of Common Sock to be Issued _______________
Number of Warrants ______________________________
Conversion of the Debenture:_______________________

Signature: ______________________________________________________
Name: _________________________________________________________
Address: _______________________________________________________

Upon Conversion of the Debenture in accordance with the terms thereof, the Holder shall not be required to physically surrender the Debenture (or evidence of loss, theft or destruction thereof) to the Company unless all of the Debenture is converted, in which case such Holder shall deliver the Debenture being converted to the Company promptly following the Conversion Date at issue. The Company shall issue and deliver shares of Common Stock to an overnight courier not later than the fifth Business Day following receipt of the Notice of Conversion with respect to the Debenture(s) to be converted, and shall make payments pursuant to the Debenture for the number of Business Days such issuance and delivery is late.

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this "Agreement," “Purchase Agreement,” or “Securities Purchase Agreement” ), dated as of February 21, 2012, by and among Hybrid Coating Technologies Inc ., a Nevada corporation, ( "Company" ), and ____________ (including its successors and assigns, the “Buyer” ) (individually the “Party” and collectively the “Parties” ).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 904 under Regulation S ("Regulation S") as promulgated by the United States Securities and Exchange Commission (the “Commission” or the "SEC") under the Securities Act of 1933, as amended (the "1933 Act");

B. Buyer desires to purchase and the Company desires to issue and sell in a private offering, upon the terms and conditions set forth in this Agreement, convertible debentures (“Debenture” or “Debentures”) of the Company. The aggregate Subscription Amount of this offering of the Debentures to the Buyer shall be _______ U.S. Dollars (U.S. $_______) (the or “Subscription Amount”) (collectively, the “Offering”);

C. The outstanding principal amount of a Debenture may be converted at the sole option of the Buyer, at any time after its issuance and in any event no later than 36 (thirty-six) months from the date of issuance (“Maturity Date”) into ___________ (_________) units of the Company (“Unit” or “Units”), at the price of US $1.45 (“Conversion Price”) per Unit. Each Unit shall be comprised of the following: (i) 1 (one) share of the Company’s common stock (“Share” or “Shares”); and (ii) ½ (one half) of one stock purchase warrant. Each whole stock purchase warrant (“Warrant”) is exercisable at any time prior to the Maturity Date, at an exercise price of US $2.10 per Share, to purchase 1 (one) additional Share.

D The terms of the Debentures, including the terms on which the Debentures may be converted into Common Stock, are set forth in the Debenture, in the form attached hereto as Exhibit A ;

E. The terms of the Warrants including the terms on which the Warrants may be converted into Common Stock, are set forth in the Form of Warrant, in the form attached hereto as Exhibit B ;

NOW THEREFORE , the Company and the Buyer hereby agree as follows:

1. PURCHASE AND SALE OF DEBENTURES AND WARRANTS .

(a) Certain Definitions . The Company and the Buyer mutually agree to the terms of each of the Transaction Documents. For purposes hereof:

“1934 Act” shall mean the Securities Exchange Act of 1934.

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Nevada are authorized or required by law or executive order to remain closed.

“Common Stock” shall have the meaning set forth in Recital “C” above.

“Common Stock Equivalents” means any securities of the Company which would entitle the Buyer thereof to acquire, directly or indirectly, at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the Buyer thereof to receive, Common Stock.

“Conversion Shares” shall have the meaning set forth in Section 2(a) below.

“Closing” shall occur around February 21, 2012.

“Person” shall mean an individual, a limited liability company, a partnership, a joint venture, an exempted company, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

“Pre-Closing” shall occur upon the reception of the Purchase Price from the Buyer to the Company.

“Purchase Price” shall have the meaning set forth in Section 1(b)(ii) below.

“Securities” shall have the meaning set forth in Section 2(a) below.

“Transaction Documents” shall mean this Securities Purchase Agreement, the Debenture, and any other agreements, if any, delivered together with this Agreement or in connection herewith.

“Underlying Shares” means the shares of Common Stock issuable upon conversion or redemption of the Debentures, and issuable upon exercise of the Warrants to be issued upon conversion or redemption of the Debentures and issuable in lieu of the cash payment of interest on the Debentures in accordance with their terms.

“Warrants” shall have the meaning set forth in Recital “C” above.

“Warrant Amount” shall mean the Warrant Amount.

“Warrant Shares” shall have the meaning set forth in Section 2(a) below.

(b) Purchase of Debentures . Upon the signing of this Agreement, the Company shall sell to the Buyer and the Buyer agrees to purchase from the Company Debentures in the aggregate principal amount equal to the Subscription Amount. The Buyer acknowledges that at Pre-Closing the Company shall immediately have the right to make full use of the Subscription Amount and that the delivery of the Debentures by the Company to Buyer shall occur at Closing.

(i) Form of Debenture . The Debenture shall be in the form attached hereto as Exhibit A .

(ii) Form of Payment . The aggregate purchase price for the Debentures shall be equal to the Subscription Amount (“Purchase Price”). The Purchase Price shall be deposited in the Company’s Account pursuant to Section 1(c) below).

(iii) Pre-Closing Date . The Pre-Closing shall be defined as the date of reception of the Purchase Price by the Company from Buyer.

(iv) Closing Deliveries . The Closing deliveries required hereunder and in Sections 4 and 5 below, shall be made as follows:

On the Closing Date, the Company will deliver or cause to be delivered to the Buyer (the “Company Documents” ):

(A) this Securities Purchase Agreement duly executed by the Company,

(B) duly executed Debentures with a principal amount equal to the Subscription Amount issued in the name of the Buyer,

On the Pre-Closing Date, the Buyer shall deliver or cause to be delivered to the Company the following (the “Buyer Documents” ):

(A) this Securities Purchase Agreement duly executed by the Buyer,

(B) the Buyer’s Subscription Amount by wire transfer or cheque in accordance with Sub-section (c) below.

2. BUYER’S REPRESENTATIONS AND WARRANTIES . The Buyer represents and warrants to the Company that:

(a) As of the date hereof, the Buyer is purchasing the Debenture and the shares of Common Stock and Warrants issuable upon conversion of the Debenture or otherwise pursuant to the Debenture and the other Transaction Documents (such shares of Common Stock being collectively referred to herein as the “Conversion Shares ") and the Warrants and the shares of Common Stock issuable upon exercise thereof (the "Warrant Shares" and, collectively with the Debenture, Warrants and Conversion Shares, the "Securities" ) for its own account.

(b) The Buyer is an "accredited investor" as defined in Regulation D of the 1933 Act and as further evidenced by the Accredited Investor Declaration, in the form attached hereto as Exhibit D . The Buyer further represents and warrants to the Company that the Buyer is not a "U.S. Person" as defined by Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of a U.S. Person.

A "U. S. Person" is defined by Regulation S of the Securities Act to be any person who is:

Any natural person resident in the United States;

Any partnership or corporation organized or incorporated under the laws of the United States;

i.	Any estate of which any executor or administrator is a U.S. person;

ii.	Any trust of which any trustee is a U.S. person;

iii.	Any agency or branch of a foreign entity located in the United States;

iv.	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

v.	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

vi.	Any partnership or corporation if:

	A.	Organized or incorporated under the laws of any foreign jurisdiction; and

	B.	Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

(c) The Buyer acknowledges that the Buyer was not in the United States at the time the offer to purchase the Securities was received.

(d) The Buyer acknowledges that the Underlying Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Buyer in accordance with Regulation S of the Securities Act.

(e) The Buyer and the Company agree that if applicable, the Company will refuse to register any transfer of the Underlying Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

(f) The Buyer agrees to resell the Underlying Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.

(g) The Buyer acknowledges and agrees that all certificates representing the Underlying Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

(h) Reliance On Exemptions . The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

(i) Information . The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk.

(j) Residency . The Buyer resides at the following address:

_______________________________________________

_______________________________________________

(k) Knowledge And Experience . Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Securities.

(l) Independent Investment Decision . The Buyer has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and the Buyer confirms that it has not relied on the advice of the Company and/or its legal counsel, consultants or representatives in making such decision.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . The Company represents and warrants to the Buyer as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Company has the power and the authority to own and operate its assets and carry on the Business as is now being conducted.

(b) The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated herein and to which it is a party, and to perform its obligations hereunder and thereunder.

(c) The representations and warranties of the Company contained in this Agreement, shall be true and correct in all material respects as of the date when made and as of the date of Pre-Closing, date and of the Closing date (collectively referred to as the “Closing Date”) as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

(d) Upon issuance of any Underlying Shares upon conversion of the Debenture and upon exercise of the Warrants and in accordance with their respective terms, and receipt of the exercise price therefor, the Conversion Shares and Warrant Shares, along with any other shares issued pursuant to the terms of the Transaction Documents, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability upon the Buyer thereof.

(e) To the best knowledge of the Company, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the best knowledge of the Company, threatened against or affecting the Company, or their officers or directors in their capacity as such. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing.

(f) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made any offers or sales of any securities or solicited any offers to buy any securities under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer.

(g) The Company has taken no action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company shall indemnify and hold harmless the Buyer, its employees, officers, directors, agents, and partners, and their respective Affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorney's fees) and expenses suffered in respect of any such claimed or existing fees.

4. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL . The obligation of the Company hereunder to issue and sell the Debentures to the Buyer at the Closing is subject to the satisfaction of each of the following conditions thereto at Pre-Closing, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:

(a) The Buyer shall have executed the Transaction Documents requiring Buyer’s signature, and delivered the same to the Buyer.

(b) The Buyer shall have delivered the applicable Purchase Price in accordance with Section 1(b) and 1 (c ) above.

(c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

(d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

5. CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE . The obligation of the Buyer hereunder to purchase the Debenture at Pre-Closing is subject to the satisfaction, of the following conditions:

(a) The Company shall have executed this Agreement and delivered the same to the Buyer.

(b) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

(c) The Company shall have received funds from the Buyer representing the Purchase Price in an amount equal to the Subscription Amount.

6. GOVERNING LAW; MISCELLANEOUS .

(a) Governing Law . This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and shall be enforceable exclusively in the courts thereof.

(b) Counterparts; Signatures By Facsimile . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. This Agreement, once executed by a Party, may be delivered to the other Party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the Party so delivering this Agreement.

(c) Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

(e) Entire Agreement; Amendments . This Agreement and the instruments referenced herein contain the entire understanding of the Parties with respect to the matters covered herein and therein and supersede all previous communication, representation, or Agreements whether oral or written, between the parties with respect to the matters covered herein. Except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. The Agreement may only be modified in writing by both Parties. The Parties waive the right to rely on any oral representations made by the other Party, whether in the past or in the future, regarding the subject matter of the Agreement, the instruments referenced herein or any other dealings between the Parties related to investments or potential investments into the Company or any securities transactions or potential securities transactions with the Company.

(f) Notices . Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

If to the Company, to:

Attn: Joseph Kristul CEO, President and CEO

950 John Daly blvd., Suite 260,

Daly City, CA 94015

If to the Buyer:

ATTN:

Each Party shall provide notice to the other Party of any change in address.

(g) Successors And Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing and subject to Section 2(e), Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its "Affiliates," as that term is defined under the 1934 Act, without the consent of the Company.

(h) Third Party Beneficiaries . This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

The undersigned acknowledges that this Agreement and the subscription represented hereby shall not be effective unless accepted by the Company as indicated below.

[INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned Buyer does represent and certify under penalty of perjury that the foregoing statements are true and correct and that the Buyer by the following signature executed this Agreement.

Dated this _______day of _________,2012.



Your Signature
		PRINT EXACT NAME IN WHICH YOU WANT
		THE SECURITIES TO BE REGISTERED

Buyer’s Subscription Amount: US$________

Principal Amount of Debentures Subscribed for: US$_________
(Subscription Amount)

Buyer’s Entity Type and Residency:

		DELIVERY INSTRUCTIONS:
Name: Please Print		Please type or print address where your security is to be delivered

		ATTN.:___________________________________________
Title/Representative Capacity (if applicable)


Name of Company You Represent (if applicable)		Street Address


Place of Execution of this Agreement		City, State or Province, Country, Offshore Postal Code


Phone Number (For Federal Express) and Fax Number (re: Notice)

THIS AGREEMENT IS ACCEPTED BY THE COMPANY IN THE AMOUNT OF
$_______USD (“SUBSCRIPTION AMOUNT”) ON THIS _____DAY OF FEBRUARY 2012

	Hybrid Coating Technologies Inc.


	By: /s/:Joseph Kristul
	Print Name : Joseph Kristul _
	Title: President and CEO