EXHIBIT 99.1 SUBSCRIPTION AGREEMENT TYLERSTONE VENTURES CORPORATION (A Delaware Corporation) Date:Subscription Agreement • April 19th, 2005 • Tylerstone Ventures Corp • Miscellaneous metal ores
EXHIBIT E REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2007 • nCoat, Inc. • Coating, engraving & allied services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2007, between nCOAT Inc., formerly Tylerstone Ventures Corporation, a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
RECITALSIndemnity Agreement • December 27th, 2004 • Tylerstone Ventures Corp • Delaware
EXHIBIT 10.1 TRANSFER AGENT AND REGISITRAR AGREEMENT --------------------------------------- THIS AGREEMENT made and entered into this 10th day of April, 1999, by and between: NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno,...Transfer Agent and Regisitrar Agreement • December 27th, 2004 • Tylerstone Ventures Corp • Nevada
EMPIRE STOCK TRANSFER TRANSFER AGENT AND REGISTRAR AGREEMENTTransfer Agent and Registrar Agreement • May 1st, 2006 • Tylerstone Ventures Corp • Miscellaneous metal ores
BETWEEN: Empire Stock Transfer Inc., a body corporate duly incorporated under the laws of the State of Nevada and having an office situated at 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, NV 89128 (the “Transfer Agent”)
SERIES B AMENDMENT AND INTEREST SHARES AGREEMENTAnd Interest Shares Agreement • January 29th, 2008 • nCoat, Inc. • Coating, engraving & allied services
This Series B Amendment and Interest Shares Agreement, dated as of January 7, 2008 (this “Amendment”), is entered into by and among nCOAT, Inc., a Delaware corporation (the “Company”), and the investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms that are used herein without definition shall have the meanings ascribed to them in the Transaction Documents (as defined below).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 16th, 2007 • nCoat, Inc. • Coating, engraving & allied services
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 8th day of February, 2007, by and between nCOAT, Inc. (formerly known as TYLERSTONE VENTURES CORPORATION), a Delaware corporation (hereinafter referred to as “nCoat, Inc”), with offices at 7237 Pace Drive, Whitsett, NC 27377; nCOAT AUTOMOTIVE GROUP, INC. (formerly known as nCoat, Inc.), a Delaware corporation (hereinafter referred to as "nCoat Auto"), with offices at 7237 Pace Drive, Whitsett, NC 27377 and amends the original Share Exchange Agreement (the “Agreement”) to reflect the name changes undertaken by both parties to effect the steps of merging the two entities. The Agreement shall be read and interpreted such that the parties known by their former names in the Agreement shall be those set forth above. Upon closing the transaction of the parties, the surviving Company shall bear the name of nCoat, Inc.
EXHIBIT D FORM OF ESCROW AGREEMENTEscrow Agreement • June 1st, 2007 • nCoat, Inc. • Coating, engraving & allied services • New York
ESCROW AGREEMENT dated as of this 23rd day of March, 2007, by and among nCOAT Inc., formerly Tylerstone Ventures Corporation., a Delaware corporation (the “Company”), AMERICAN STOCK TRANSFER & TRUST COMPANY, a financial institution chartered under the laws of the State of New York (the “Agent”) and Knight Capital Markets, LLC, a Delaware limited liability company (the “Placement Agent”). All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement dated as of ________, 2007, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
ESCROW AGREEMENT AMENDED EFFECTIVE AS OF MAY 15, 2007Escrow Agreement • June 1st, 2007 • nCoat, Inc. • Coating, engraving & allied services
LEASE AGREEMENTLease Agreement • October 12th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Utah
THIS LEASE AGREEMENT (this "Lease") made and entered into this 15 day of May, 2001, by and between Remco Management Company, L.C., a Utah limited liability company, whose address is do Ron Mast 8690 Hidden Oaks Cir SLC Ut (hereinafter referred to as "Lessor") and' High Performance Coatings (HPC). 550 W 3615 S Salt Lake City, Ut 84115 (hereinafter referred to as 'Lessee").
EXHIBIT B ESCROW AGREEMENTEscrow Agreement • December 4th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Delaware
This ESCROW AGREEMENT (the “Agreement”) is made and entered into this 29th day of June, 2007, by and among MCC, INC., a Pennsylvania corporation (the “Company”); nCoat, INC., a Delaware corporation, its successors or assigns, (“Buyer”); the stockholders of the Company (the “Stockholders”); and Durham Jones & Pinegar, PC, a Utah professional corporation (“Escrow Agent”).
INDUSTRIAL LEASEIndustrial Lease • October 12th, 2007 • nCoat, Inc. • Coating, engraving & allied services
SHARE EXCHANGE AGREEMENT Between and Among TYLERSTONE VENTURES CORPORATION, NCOAT, INC., and CERTAIN NCOAT, INC. SHAREHOLDERS Dated as of February 3, 2007Share Exchange Agreement • February 12th, 2007 • nCoat, Inc. • Miscellaneous metal ores • Delaware
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 3rd day of February, 2007, by and between TYLERSTONE VENTURES CORPORATION, a Delaware corporation (hereinafter referred to as “Tylerstone”), with offices at 7237 Pace Drive, Whitsett, NC 27377; nCOAT, INC., a Delaware corporation (hereinafter referred to as "nCoat"), with offices at 7237 Pace Drive, Whitsett, NC 27377 and each of the voting shareholders of nCoat listed below on Exhibit A (the “Accepting Shareholders”).
ContractCommercial and Industrial Lease • October 12th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Utah
Addendum A Consulting Fees and Performance BonusesnCoat, Inc. • January 24th, 2008 • Coating, engraving & allied services
For Consulting Services rendered to the Company by Consultant pursuant to this Agreement, the Company shall pay or cause to be paid, subject to the termination provisions of this Agreement, Consulting Fees and/or Performances Bonuses to Consultant while Consultant provides Consulting Services as set forth in this Addendum A.
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • October 12th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Pennsylvania
THIS COMMERCIAL LEASE AGREEMENT ("Lease") made as of this 13th day of October is by and between PHILADELPHIA SUBURBAN DEVELOPMENT CORPORATION ("Landlord") and METALLIC CERAMIC COATINGS, INC. ("Tenant").
AMENDMENT AND WAIVER OF REGISTRATION RIGHTS AGREEMENT AND 6% SERIES A CONVERTIBLE NOTESRegistration Rights Agreement • December 6th, 2007 • nCoat, Inc. • Coating, engraving & allied services
This Amendment and Waiver, dated as of November 30, 2007 (this “Amendment”), is entered into by and among nCOAT, Inc., a Delaware corporation (the “Company”), Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena and the other investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms that are used herein without definition shall have the meanings ascribed to them in the Transaction Documents (as defined below).
LEASE AGREEMENTLease Agreement • October 12th, 2007 • nCoat, Inc. • Coating, engraving & allied services • North Carolina
THIS LEASE AGREEMENT (this "Lease") entered into this 21st day of February, 2006, by and between MEBANE WAREHOUSE, LLC, a North Carolina limited liability company, herein called "Mebane", and HIGH PERFORMANCE COATINGS, INC., a corporation organized and existing under the laws of the State of Oklahoma, herein called "HPC".
Exhibit K Form of Lock-Up Agreement Lock-Up AgreementLetter Agreement • June 1st, 2007 • nCoat, Inc. • Coating, engraving & allied services • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2007 • nCoat, Inc. • Coating, engraving & allied services • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May ___, 2007, by and among nCoat, Inc., formerly Tylerstone Ventures Corporation, a Delaware corporation (the "Company") and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
LEASE EXTENSION AGREEMENTLease Extension Agreement • October 12th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Utah
THIS LEASE AGREEMENT (this "Lease") made and entered into this 1st day of June, 2006, by and between Remco Management Company, LLC., a Utah limited liability company, whose address is c/o Ron Mast, 8690 Hidden Oaks Cir, Salt Lake City, Utah 84121 (hereinafter referred to as "Lessor") and High Performance Coatings;. (HPC) (hereinafter referred to as "Lessee").
EXHIBIT D CONSULTING AGREEMENTConsulting Agreement • December 4th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Delaware
AMENDMENT AND WAIVER OF 6% SERIES B CONVERTIBLE NOTESConvertible Notes • December 6th, 2007 • nCoat, Inc. • Coating, engraving & allied services
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • January 17th, 2007 • Tylerstone Ventures Corp • Miscellaneous metal ores • Utah
This Revolving Line of Credit Agreement (this “Agreement”) is made and entered into in Salt Lake City, Utah, dated this 15th day of January, 2007 to make effective October 24, 2006, the agreement, by and between TYLERSTONE VENTURES CORPORATION, a Delaware corporation (“Lender”), and nCOAT, INC., a Delaware corporation (“Borrower”) by memorializing the verbal agreements of the parties.
Exhibit C NONCOMPETITION AND NONDISCLOSURE AGREEMENTNoncompetition and Nondisclosure Agreement • December 4th, 2007 • nCoat, Inc. • Coating, engraving & allied services • Delaware
This Noncompetition Agreement (the “Agreement”) is entered into this __ day of July, 2007, between nCoat, Inc., a Delaware corporation (“nCoat”), MCC, Inc., a Pennsylvania corporation (the “Company”) and Michael Novakovic, an individual residing in the State of Pennsylvania (the “Stockholder”). nCoat and the Company are sometimes hereafter referred to collectively as “Buyer”.
STOCK PURCHASE AGREEMENT BY AND AMONG MCC, INC. a Pennsylvania corporation, dba Metallic CeramicCoatings, nCoat, Inc. a Delaware corporation, and The Stockholders of MCC, INC. June 19, 2007Stock Purchase Agreement • June 22nd, 2007 • nCoat, Inc. • Coating, engraving & allied services • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of June 19, 2007, by and among MCC, Inc., a Pennsylvania corporation (the "Company"), nCoat, Inc., a Delaware OTCBB publicly traded corporation, its successors or assigns ("Buyer"), and the Persons listed on the Exhibit A hereto (collectively referred to herein as the "Stockholders" and individually as a "Stockholder"). Except as otherwise indicated herein, capitalized terms used herein are defined in Article XI. The Company is a party to this Agreement solely for purposes of Article III, Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.8, 5.10, 5.12, 5.13, 5.14, Sections 6.1, 6.2, 6.5, 6.7, 6.8, 6.9, 6.10, Article XI and Article XII.
