ESCROW AGREEMENT AMENDED EFFECTIVE AS OF MAY 15, 2007
Exhibit
10.8
ESCROW
AGREEMENT AMENDED EFFECTIVE AS OF MAY 15, 2007
May
21, 2007
Xx.
Xxxx
Xxxxxx
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxx
Xxxx,
XX 00000
Re:
Amendment to the March 22, 2007 Escrow Agreement
(“Agreement”)
Dear
Xx.
Xxxxxx:
Please
consider the following an addendum to the above referenced Agreement.
This
Amendment (“Amendment”) to the Agreement by and between nCoat, Inc. (“nCoat”),
Knight Capital Markets, LLC (“Knight”) and American Stock Transfer & Trust
Company (“AST”), dated March 22, 2007 (the “Agreement”), is entered into
effective as of May 15, 2007, and other than the specific amendments enumerated
in the Amendment, all other terms of the Agreement shall remain in the full
force and effect, and shall not be obviated or affected by this
Amendment.
Now
therefore, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties agree as follows:
The
Second WHEREAS clause shall be amended in its entirety to read:
“WHEREAS,
the
Offering will commence immediately and will terminate on the earlier to occur
of: (i) the sale of all of the Securities; and (ii) June 8, 2007, (the
“Termination
Date”);
and”
The
Amendment is agreed to and shall become effective as of the date first written
above.
[SIGNATURE
PAGE FOLLOWS]
|
Very
truly yours,
|
|
|
By:
____________________
|
|
|
KNIGHT
CAPITAL MARKETS, LLC
|
|
|
By:
____________________
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ACCEPTED
AND AGREED TO
AS
OF THE
DATE FIRST
ABOVE
WRITTEN:
AMERICAN
STOCK
TRANSFER
& TRUST COMPANY
By:
___________________________
Name:
Title:
[SIGNATURE
PAGE TO AMENDMENT DATED MAY 21, 2007]
