ACCORD AND SATISFACTION OF INVESTMENT AGREEMENT

Exhibit 10

ACCORD AND SATISFACTION OF INVESTMENT AGREEMENT

THIS ACCORD AND SATISFACTION OF INVESTMENT AGREEMENT (the

“Agreement”) is entered into as of May 31, 2014 (“Effective Date”), by and among

POWDERMET, INC., a Delaware corporation, with headquarters located at 00000 Xxxxxxxx

Xxxxx, Xxxxxx, Xxxx 00000 (“Powdermet”), ABAKAN INC., a Nevada corporation, with

headquarters located at 0000 X. Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (“Abakan”)

and MESOCOAT, INC. a Nevada corporation with headquarters located at 00000 Xxxxxxxx

Xxxxx, Xxxxxx, Xxxx 00000 (“MesoCoat.

WHEREAS, on December 9, 2009, Powdermet entered into an Investment Agreement,

as amended (the “Investment Agreement”), with MesoCoat and Abakan pursuant to which

Powdermet caused MesoCoat to issue to Abakan a thirty four percent (34%) fully diluted equity

interest in MesoCoat in exchange for an investment of $1,400,000 and subsequently an

additional eighteen and one half percent (18½%) fully diluted equity interest (taking into account

unexercised options held by third parties to purchase shares of MesoCoat) in MesoCoat for an

additional investment of $2,800,000. The Investment Agreement also entitled Abakan to

purchase an additional twenty four percent (24%) equity interest in MesoCoat to earn a fully

diluted seventy five percent (75%) equity interest for an additional investment of $16,000,000

(of which amount $6,200,000 has been made as of May 31, 2014), and provided for a put option

for minority shareholders that would cause Abakan to pay additional compensation to such

minority shareholders to acquire those outstanding equity interests in MesoCoat that were not at

that time held by Abakan.

WHEREAS, on Xxxxx 00, 0000, Xxxxxx purchased a forty one percent (41%) equity

interest in Powdermet from a third party.

WHEREAS, Powdermet, MesoCoat and Abakan have agreed to terminate the

Investment Agreement with immediate effect as of the Effective Date in exchange for certain

compensation on the terms and conditions that comprise this Agreement, which terms and

conditions include MesoCoat’s issuance of additional shares of its restricted common stock to

Abakan in full satisfaction of that additional investment ($6,200,000) made by Abakan in

MesoCoat as of May 31, 2014, and Powdermet’s sale of a portion of its equity interest in

MesoCoat to Abakan in exchange for Abakan’s sale of a portion of its equity interest in

Powdermet to Powdermet and the issuance of two million (2,000,000) restricted common shares

of Abakan to Powdermet.

NOW THEREFORE, in consideration of the foregoing and other good and valuable

consideration, the parties hereto agree as follows:

Recitals. The recitals set forth above are accurate, represent the intent of the

parties hereto and are incorporated herein by reference.

Investment Agreement. Powdermet, Abakan and MesoCoat agree to terminate

the Investment Agreement, as amended, between Powdermet, Abakan and MesoCoat dated

December 9, 2009, with immediate effect as of the Effective Date.

MesoCoat Stock Issuance. MesoCoat and Abakan agree that MesoCoat shall issue

one hundred twenty thousand seven hundred and ten (120,710) shares of its restricted common

stock to Abakan pursuant to this Agreement in full satisfaction of that additional amount of

$6,200,000 invested by Abakan in MesoCoat as of May 31, 2014.

Stock Exchange Agreement. Powdermet and Abakan agree that Abakan shall

deliver three hundred ten thousand (310,000) of its five hundred and ninety six thousand eight

hundred and thirteen (596,813) common shares of Powdermet, and issue two million (2,000,000)

restricted common shares of Abakan to Powdermet, in exchange for Powdermet delivering

ninety eight thousand (98,000) of its one hundred fifty thousand (150,000) common shares in

MesoCoat to Abakan pursuant to the Stock Exchange Agreement, a copy of which is attached

hereto as Exhibit A.

Expenses. Each party to this Agreement shall pay its own expenses and costs in

connection with the preparation, negotiation, execution and approval of this Agreement and any

and all other documents, instruments and things contemplated hereby, whether or not such

transactions are consummated.

Representations and Covenants of the Abakan. As of the date hereof, Abakan

hereby represents, warrants and covenants to Powdermet that:

Abakan has the requisite corporate power and authority to enter into this

Agreement, the Stock Exchange Agreement and all of the other agreements, documents and

instruments contemplated herein (collectively, the “Satisfaction Documents”);

All corporate action on the part of Abakan by its officers, directors and

shareholders necessary for the authorization, execution and delivery of, and the performance by

Abakan of its obligations in connection with this Agreement and all other Satisfaction

Documents to which it is a party, including, without limitation, the Stock Exchange Agreement,

has been duly and validly taken;

This Agreement and all other Satisfaction Documents to which Abakan is a party

constitute, and upon execution will constitute, valid and legally binding obligations of Abakan;

The execution and performance of this Agreement and the other Satisfaction

Documents to which Abakan is a party do not conflict in any material respect with any

agreement to which Abakan is a party or is bound, any court order or judgment applicable to

Abakan, or the constituent documents of Abakan; and

All shares issued by Abakan to Powdermet pursuant to the Stock Exchange

Agreement are characterized as “restricted securities” issued in compliance with applicable

federal and state securities laws.

Representations and Covenants of MesoCoat. As of the date hereof, MesoCoat

hereby represents warrants and convents to Powdermet that:

MesoCoat has been imbued by Abakan with the requisite corporate power and

authority to enter into this Agreement and all other Satisfaction Documents to which it is a party;

All corporate action on the part of MesoCoat by its officers, directors and

shareholders necessary for the authorization, execution and delivery of, and the performance by

MesoCoat of its obligations in connection with this Agreement and all other Satisfaction

Documents to which it is a party, has been duly and validly taken;

This Agreement and all other Satisfaction Documents to which MesoCoat is a

party, constitute, and upon execution will constitute, valid and legally binding obligations of

MesoCoat, enforceable against MesoCoat in accordance with their respective terms;

The execution and performance of this Agreement and the other Satisfaction

Documents to which MesoCoat is a party do not conflict in any material respect with any

agreement to which MesoCoat is a party or is bound, any court order or judgment applicable to

MesoCoat, or the constituent documents of MesoCoat; and

All shares issued by MesoCoat to Abakan pursuant to this Agreement are

characterized as “restricted securities” issued in compliance with applicable federal and state

securities laws.

Representations and Covenants of Powdermet. As of the date hereof, Powdermet

hereby represents, warrants and covenants to Abakan and MesoCoat that:

Powdermet has the requisite corporate power and authority to enter into this

Agreement, the Stock Exchange Agreement and all of the other agreements, documents and

instruments contemplated herein;

All corporate action on the part of Powdermet by its officers, directors and

shareholders necessary for the authorization, execution and delivery of, and the performance by

Powdermet of its obligations in connection with this Agreement and all other Satisfaction

Documents to which it is a party, including, without limitation, the Stock Exchange Agreement,

has been duly and validly taken;

This Agreement and all other Satisfaction Documents to which Powdermet is a

party constitute, and upon execution will constitute, valid and legally binding obligations of

Powdermet, enforceable against Powdermet in accordance with their respective terms; and

The execution and performance of this Agreement and the other Satisfaction

Documents to which Powdermet is a party do not conflict in any material respect with any

agreement to which Powdermet is a party or is bound, any court order or judgment applicable to

Powdermet, or the constituent documents of Powdermet.

Non-Competition. At all times during the period ending 24 months after the

signing of this Agreement, Powdermet shall not, directly or indirectly (whether as a principal,

agent, partner, employee, officer, investor, owner, consultant, board member, security holder,

creditor or otherwise), engage in any Competitive Activity, or have any direct or indirect interest

in any sole proprietorship, corporation, company, partnership, association, venture or business or

any other person or entity that directly or indirectly (whether as a principal, agent, partner,

employee, officer, investor, owner, consultant, board member, security holder, creditor, or

otherwise) engages in a Competitive Activity with MesoCoat or its parent, Abakan.

Competitive Activity means an activity that is in material or direct competition with

Abakan and MesoCoat in any of the States within the United States, or countries around the

world, in which the Abakan and MesoCoat conducts business or intends to conduct business with

respect to any business in which Abakan and MesoCoat engaged while Xxxxxx X. Xxxxxxx was

employed by MesoCoat as an executive. For the purpose hereof, the “business in which Abakan

and MesoCoat engaged” is deemed to consist solely of the metal ceramic coating or cladding of

metals for wear and coating protection.

10.

Conditions to Abakan’s and MesoCoat’s Obligations Hereunder. The obligations

of Abakan and MesoCoat to Powdermet hereunder, are subject to the satisfaction, at or before

the execution date of this Agreement, of each of the following conditions thereto, provided that

these conditions are for Abakan’s and MesoCoat’s benefit and may be waived by Abakan and or

MesoCoat at any time in their sole discretion:

Powdermet shall have executed this Agreement and delivered the same to Abakan

and MesoCoat;

Powdermet shall have executed the Stock Exchange Agreement and delivered the

same to Abakan;

Powdermet shall have executed a Board of Director’s resolution authorizing the

terms and conditions of this Agreement and delivered the same to Abakan and MesoCoat.

The representations and warranties of Powdermet in this Agreement and all other

Satisfaction Documents to which it is a party shall be true and correct in all material respects as

of the execution date of this Agreement, except for representations and warranties that are

expressly made as of a particular date, which shall be true and correct in all material respects as

of such date.

Powdermet shall have complied with all applicable covenants and agreements

contained in this Agreement and all other Satisfaction Documents to which it is a party in all

material respects.

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 hereby which prohibits the consummation of any of the transactions

contemplated by this Agreement.

11.

Conditions to Powdermet’s Obligations Hereunder. The obligations of

Powdermet hereunder are subject to the satisfaction, at or before the execution date of this

Agreement, of each of the following conditions thereto, provided that these conditions are for

Powdermet’s sole benefit and may be waived by Powdermet at any time in its sole discretion:

Abakan and MesoCoat shall have executed this Agreement and delivered the

same to the Powdermet.

Abakan shall have executed the Stock Exchange Agreement and delivered same

to Powdermet.

MesoCoat shall have executed and delivered to Powdermet the promissory note

attached hereto as Exhibit B.

Abakan and MesoCoat shall have each executed a Board of Director’s resolution

authorizing the terms and conditions of this Agreement and delivered the same to Powdermet.

The representations and warranties of Abakan and MesoCoat in this Agreement

and all other Satisfaction Documents to which Abakan or MesoCoat are a party, shall be true and

correct in all respects as of the execution date of this Agreement, except for representations and

warranties that speak as of a particular date, which shall be true and correct in all respects as of

such date.

Abakan and MesoCoat shall have complied with all applicable covenants and

agreements contained in this Agreement and all other Satisfaction Documents to which they are a

party in all material respects.

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 hereby which prohibits the consummation of any of the transactions

contemplated by this Agreement.

12.

Governing Law; Miscellaneous.

Governing Law. This Agreement shall be governed by and construed under the

laws of the state of Ohio, without regard to principles of conflicts of law or choice of law that

would permit or require the application of the laws of another jurisdiction.

Counterparts. This Agreement may be executed in one or more counterparts, each

of which shall be deemed an original but all of which shall constitute one and the same

agreement and shall become effective when counterparts have been signed by each party and

delivered to the other party.

Headings. The headings of this Agreement are for convenience of reference only

and shall not form part of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement is invalid or

unenforceable under any applicable statute or rule of law, then such provision shall be deemed

inoperative to the extent that it may conflict therewith and shall be deemed modified to conform

with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable

under any law shall not affect the validity or enforceability of any other provision hereof.

Entire Agreement; Amendments. This Agreement, the Satisfaction Documents

and the instruments referenced herein contain the entire understanding of the parties with respect

to the matters covered herein and therein and, except as specifically set forth herein or therein,

neither of Abakan nor MesoCoat nor Powdermet makes any representation, warranty, covenant

or undertaking with respect to such matters. No provision of this Agreement may be waived or

amended other than by an instrument in writing signed by the parties hereto.

Notices. All notices, demands, requests, consents, approvals, and other

communications required or permitted hereunder shall be in writing and, unless otherwise

specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with

charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set

forth below or to such other address as such party shall have specified most recently by written

notice. Any notice or other communication required or permitted to be given hereunder shall be

deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation

generated by the transmitting facsimile machine, at the address or number designated below (if

delivered on a business day during normal business hours where such notice is to be received), or

the first business day following such delivery (if delivered other than on a business day during

normal business hours where such notice is to be received) or (b) on the second business day

following the date of mailing by express courier service, fully prepaid, addressed to such

address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for

such communications shall be:

If to MesoCoat, to:

MesoCoat, Inc.

00000 Xxxxxxxx Xxxxx

Xxxxxx, Xxxx 00000

Attn: Xxxxxxx Xxxx

Facsimile: (000) 000-0000

E-mail: xxxxxx@xxxxxxxxx.xxx

If to the Abakan to:

Abakan Inc.

0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000

Xxxxx, Xxxxxxx 00000

Facsimile: (000) 000-0000

E-mail: xxxxxx.xxxxxx@xxxxxxxxxx.xxx

If to the Powdermet:

Powdermet, Inc.

00000 Xxxxxxxx Xxxxx

Xxxxxx, Xxxx 00000

Attn: Xxxxxx X. Xxxxxxx

Facsimile: (000) 000-0000

E-mail: xxxxxxxxx@xxxxxxxxxxxx.xxx

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

Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the parties and their successors and assigns. None of Abakan nor MesoCoat nor

Powdermet shall assign this Agreement or any rights or obligations hereunder without the prior

written consent of the other parties.

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.

Survival. The representations and warranties of Abakan, MesoCoat and

Powdermet, including the agreements and covenants set forth in this Agreement shall survive the

execution of this Agreement. Abakan, MesoCoat and Powdermet each agree to indemnify and

hold harmless the other parties to this Agreement and their officers, directors, employees and

agents, as applicable, for loss or damage arising as a result of or related to any breach or alleged

breach by a party hereto of any of its representations, warranties and covenants as set forth in this

Agreement or the Satisfaction Documents or any of its covenants and obligations under this

Agreement or the Satisfaction Documents.

Further Assurances. Each party shall do and perform, or cause to be done and

performed, all such further acts and things, and shall execute and deliver all such other

agreements, certificates, instruments and documents, as any other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the

consummation of the transactions contemplated hereby.

No Strict Construction. The language used in this Agreement will be deemed to

be the language chosen by the parties to express their mutual intent, and no rules of strict

construction will be applied against any party.

Dispute Resolution and Remedies. Unless otherwise mutually agreed to by the

parties, any dispute between the parties arising from this Agreement where the amount at issue is

less the $250,000 shall be resolved by confidential arbitration, held in Cleveland, Ohio, with the

arbitrator to be chosen by mutual consent of the parties. If the parties cannot agree as to an

arbitrator, then the arbitrator shall be, or is to be selected by, former Cuyahoga County Common

Pleas Judge Xxxxx X. XxXxxxxxx, currently of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP. If he is

unavailable or unwilling to be or select an arbitrator, then the Presiding Judge of the Common

Pleas Court of Cuyahoga County shall select the arbitrator.

Unless the parties mutually agree otherwise, arbitration shall be in accordance with the

Rules of the American Arbitration Association currently in effect. The demand for arbitration

shall be filed in writing with the other parties. A demand for arbitration shall be made within a

reasonable time after the dispute has arisen, and in no event shall it be made after the date when

institution of legal or equitable proceedings based on such dispute would be barred by the

applicable statute of limitations. No arbitration arising out of or relating to this Agreement shall

include, by consolidation or joinder or in any other manner, parties other than persons

substantially involved in a common question of fact or law whose presence is required if

complete relief is to be accorded in arbitration. No person or entity shall be included as an

original third party or additional third party to an arbitration whose interest or responsibility is

insubstantial. Consent to arbitration involving an additional person or entity shall not constitute

consent to arbitration of a dispute not described therein or with a person or entity not named or

described therein. All agreements to arbitrate shall be specifically enforceable under applicable

law in any court having jurisdiction thereof. The award rendered by the arbitrator shall be in

writing and state the reasons therefor. Any such award shall be final and binding on the parties

and judgment may be entered upon it in accordance with applicable law in any court having

jurisdiction thereof. The arbitrator shall also make all determinations as to payment of the

arbitrator’s fee, filing fees and, all other costs and expenses incurred in connection with the

arbitration. The procedures specified in this Section 12 1. shall be the sole and exclusive

procedures for the resolution of disputes among the parties arising out of or relating to a dispute

set forth above; provided, however, that a party, without prejudice to the above procedures, may

seek a preliminary injunction or other provisional judicial relief, if in its sole judgment such

action is necessary to avoid irreparable damage or to preserve the status quo. Despite such

action, the parties shall continue to participate in good faith in the procedures specified in this

Section 12 1.

Unless otherwise mutually agreed to by the parties, in the event of a dispute arising from

this Agreement where the amount at issue exceeds $250,000, each of the parties retains, and may

pursue, any and all legal rights hereunder or at law or equity. The parties agree that any suit

arising from this Agreement shall be brought in the Cuyahoga County Court of Common Pleas.

To the extent permitted by law, each of Powdermet, MesoCoat, and Abakan waives any

right to have a jury participate in resolving any dispute where the amount at issue exceeds

$250,000, whether sounding in contract, tort, or otherwise, by and among any of the parties

arising out of, connected with, related to, or incidental to this Agreement, or any other

agreements executed in connection therewith or transactions related thereto.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned Powdermet, Abakan and MesoCoat have

caused this Agreement to be duly executed as of the Effective Date.

MESOCOAT, INC.

By:

/s/ Xxxxxxx Xxxx

Xxxxxxx Xxxx

Title: Chief Executive Officer

ABAKAN INC.

By:

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

Title: Chief Executive Officer

POWDERMET, INC.

By:

/s/ Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

Title: Chief Executive Officer

EXHIBIT B

PROMISSORY NOTE FROM MESOCOAT TO POWDERMET

COGNOVIT PROMISSORY NOTE

$198,167.85

Euclid, Ohio

May 31, 2014

FOR VALUE RECEIVED, MESOCOAT, INC., a Nevada corporation, having

an address for purposes hereof at 00000 Xxxxxxxx Xxxxx, Xxxxxxxx 00, Xxxxxx, Xxxx 00000

(hereinafter referred to as "Maker"), promises to pay to the order of POWDERMET, INC., a

Delaware corporation, having an address for purposes hereof at 00000 Xxxxxxxx Xxxxx, Xxxxxxxx

00, Xxxxxx, Xxxx 00000 (hereinafter referred to as "Payee"), the principal sum One Hundred

Ninety-Eight Thousand One Hundred Sixty-Seven and 85/100 Dollars ($198,167.85), in lawful

money of the United States of America, together with interest from the date hereof, at the rate of

five percent (5.0%) per annum, calculated on a three hundred sixty five (365) or three hundred

sixty six (366) day basis, as the case may be.

Payments shall be made hereunder as follows:

In the event that Maker shall obtain, after the execution hereof, aggregate

proceeds of any loan, or equity investment in Maker, in excess of or equal to $3,000,000.00, but

less than 5,000,000.00, Maker shall make a payment to Payee in the amount of $100,000.00 to be

applied toward the principal sum.

The principal sum and accrued interest under this Promissory Note shall be due

and payable in full upon the earliest of the following to occur (the “Maturity Date”):

(a)

On the last day of the ninth full month following the date this

Cognovit Promissory Note (“Promissory Note”) is executed by the Maker; or

(b)

Upon Maker obtaining, after the execution hereof, aggregate

proceeds of any loan, or equity investment in Maker, equal to or in excess of

$5,000,000.00.

Notwithstanding the foregoing, in the event that:

(a)

Maker shall tender $100,000.00, to Payee on or before August 31,

2014, together with accrued interest on the principal sum through that date, then this

Promissory Note shall be deemed paid in full and be of no further force and effect; or if

(b)

Maker shall tender $125,000.00, to Payee on or before September

30, 2014, together with accrued interest on the principal sum through that date, then this

Promissory Note shall be deemed paid in full and be of no further force and effect.

Thereafter, Maker shall have the right to prepay the outstanding principal

indebtedness of this Promissory Note, in whole or in part, at any time, without payment of any

penalty or premium of any kind whatsoever. Any prepayments shall be applied solely to reduce

the unpaid principal sum hereof.

In the event that the principal sum and accrued interest thereon is not paid in full

on or before the Maturity Date, and remains unpaid for ten (10) days following written notice of

non-payment to Maker, interest shall thereafter accrue on the unpaid principal sum at the rate of

twenty percent (20.0%) per annum.

Further, in the event that the principal sum and accrued interest thereon remain

unpaid ten (10) days following Payee’s written notice of non-payment, Maker hereby authorizes

any attorney-at-law to appear in any court of record in the State of Ohio or in any other state or

territory of the United States, at any time after this Promissory Note becomes due, to waive the

issuing and service of process, and to confess judgment against Maker in favor of Payee for the

amount due together with interest, expenses, the costs of suit and reasonable counsel fees, and

thereupon to release and waive all errors, rights of appeal and stays of execution. Such authority

shall not be exhausted by one exercise, but judgment may be confessed from time to time as

additional sums and/or costs, expenses or reasonable counsel fees shall be due, by filing an

original or a photostatic copy of this Promissory Note.

Payee’s failure to exercise any right or remedy contained herein shall in no event

be construed as a waiver or release thereof.

Maker waives presentment for payment, demand, notice of demand, notice of

nonpayment or dishonor, protest and notice of protest of this Promissory Note, and all other

notices in connection with the delivery, acceptance, performance, default, or enforcement of the

payment of this Promissory Note, unless specifically required herein, and agrees that its liability

hereunder shall not be affected in any manner by any indulgence, extension of time, renewal,

waiver or modification granted or consented to by Payee. Maker consents to any and all

extensions of time, renewals, waivers or modifications that may be granted by Payee with respect

to the payment or other provisions of this Promissory Note.

This Promissory Note is and shall be deemed made under, governed by and

construed and enforced in accordance with the internal law of the State of Ohio.

Whenever used, the words "Payee" and "Maker" shall be deemed to include the

respective successors and assigns of Payee and Maker.

The undersigned warrants that the execution of this Promissory Note does not

arise out of a "consumer loan" or a "consumer transaction" as those terms are defined in Section

2323.13 of the Ohio Revised Code.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE

AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY

BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE

POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF

ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR

RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH

THE AGREEMENT, OR ANY OTHER CAUSE.

IN WITNESS WHEREOF, this Note has been duly signed and delivered by the

undersigned at the place and on the day and year first above written.

MESOCOAT, INC.

By: /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Chief Executive Officer

EXHIBIT A

STOCK EXCHANGE AGREEMENT

THIS STOCK EXCHANGE AGREEMENT ("Agreement"), dated as of May 31, 2014

(“Effective Date”), by and between POWDERMET, INC., a Delaware corporation with

headquarters located at 00000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxx 00000 ("Powdermet"), and

ABAKAN INC., a Nevada corporation, with headquarters located at 0000 X. Xxxxxxxx Xxxxx,

Xxxxx 000, Xxxxx, Xxxxxxx 00000 ("Abakan").

WHEREAS, Powdermet and Abakan, have each determined that the transactions

contemplated by this Agreement, on the terms and conditions of this Agreement, would be

advantageous and beneficial to their respective companies and shareholders;

WHEREAS, as of the Effective Date, Powdermet, Abakan and MesoCoat, Inc., a

Nevada corporation (“MesoCoat”) entered into an Accord and Satisfaction of Investment

Agreement, pursuant to which (a) MesoCoat has agreed to issue 120,710 shares of its Common

Stock, par value $0.001 to Abakan in full satisfaction of that additional amount of $6,200,000

invested by Abakan in MesoCoat as of May 31, 2014, (b) Powdermet has agreed to transfer to

Abakan ninety eight thousand (98,000) shares (collectively, the "MesoCoat Exchange Shares")

of its one hundred fifty thousand shares of Common Stock, par value $0.001 per share of

MesoCoat owned by Powdermet, and (c) Abakan has agreed to transfer to Powdermet three

hundred ten thousand (310,000) (collectively, the "Powdermet Exchange Shares") of its five

hundred and ninety six thousand eight hundred and thirteen (596,813) shares of Common Stock,

par value $0.001 per share, of Powdermet, owned by Abakan, and issue two million (2,000,000)

restricted shares of Common Stock, par value $0.0001 (the “Abakan Shares”) of Abakan to

Powdermet; and

WHEREAS, the parties hereto desire to consummate the transactions contemplated

herein and in the Accord and Satisfaction of Investment Agreement.

NOW, THEREFORE, in consideration of the premises and the representations,

warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1. Definitions. As used herein, the following terms shall have the following

meanings:

"Act" means the Securities Act of 1933, as amended, and the rules and regulations issued

in respect thereto.

"Encumbrance" means any security interest, mortgage, pledge, hypothecation,

assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or

interest in property to secure payment of a debt or performance of an obligation or other priority

or preferential arrangement of any kind or nature whatsoever.

"Law" means any law, statute, regulation, rule, ordinance, requirement or other binding

action or requirement of any governmental, regulatory or administrative body, agency or

authority or any court of judicial authority.

"Order" means any decree, order, judgment, writ, award, injunction, stipulation or

consent of or by any Federal, state or local government or any court, administrative agency or

commission or other governmental authority or agency, domestic or foreign.

"Person" means any individual, corporation, general or limited partnership, joint venture,

association, limited liability company, joint stock company, trust, business, bank, trust company,

estate (including any beneficiaries thereof), unincorporated entity, cooperative, association,

government branch, agency or political subdivision thereof or organization of any kind.

"Transaction Documents" means any ancillary contracts, agreements or other documents

that are to be entered into in connection with the transactions contemplated hereby.

ARTICLE II

EXCHANGE OF STOCK

SECTION 2.1. The Exchange. Subject to the terms and conditions of this Agreement, at

the Closing, Powdermet agrees to transfer to Abakan the MesoCoat Exchange Shares and

Abakan agrees to transfer to Powdermet the Powdermet Exchange Shares and to issue the

Abakan Shares to Powdermet.

SECTION 2.2. The Closing.

(a)

Subject to the terms and conditions of this Agreement, the closing of the

transactions contemplated by this Agreement (the "Closing"), shall take place on and as of the

Effective Date, provided that the last of the conditions set forth in Article V shall have been

fulfilled or waived (other than those that this Agreement contemplates will be satisfied at or

immediately prior to the Closing), or at such other time as shall be mutually agreed upon by

Powdermet and Abakan (the "Closing Date").

(b)

Subject to the conditions set forth in this Agreement, the parties agree to

consummate the following transactions at the Closing:

(i)

Powdermet shall assign and transfer to Abakan the MesoCoat Exchange Shares,

by physically delivering to Abakan one (1) or more stock certificates representing the MesoCoat

Exchange Shares being sold, duly endorsed or accompanied by duly executed stock powers (with

a medallion guaranty, if required by MesoCoat's transfer agent) sufficient to validly transfer the

MesoCoat Exchange Shares to Abakan; and

(ii)

Abakan shall assign and transfer to Powdermet the Powdermet Exchange Shares,

by physically delivering to Powdermet one (1) stock certificate representing the Powdermet

Exchange Shares being sold, duly endorsed or accompanied by duly executed stock power (with

a medallion guaranty, if required by Powdermet's transfer agent) sufficient to validly transfer the

Powdermet Exchange Shares to Powdermet and one (1) stock certificate representing the Abakan

Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF POWDERMET

Powdermet represents and warrants to Abakan that the statements contained in this

Article III are true and correct as of the Effective Date of this Agreement and will be true and

correct as of the Closing as though made as of the Closing, except to the extent such

representations and warranties are specifically made as of a particular date (in which case such

representations and warranties will be true and correct as of such date).

SECTION 3.1. Power and Authority; Enforceability. Powdermet is a corporation duly

organized, validly existing and in good standing under the laws of its jurisdiction of

incorporation. Powdermet has all requisite capacity, power and authority to execute, deliver and

perform this Agreement. No other corporate action on the part of Powdermet is necessary to

authorize the execution and delivery by Powdermet of this Agreement or the consummation by it

of the Contemplated Transactions (as defined below). This Agreement has been duly executed

and delivered and, upon execution by Abakan, will constitute a valid and legally binding

obligation of Powdermet, enforceable against Powdermet in accordance with its terms, except (a)

as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of

general application affecting enforcement of creditors' rights generally and (b) as limited by laws

or decisions relating to the discretionary nature of specific performance and other equitable

remedies, to general principles of equity, or to the discretion of any court in granting any relief or

issuing any order, whether the proceeding is at law, in equity or otherwise.

SECTION 3.2. Title to the MesoCoat Exchange Shares. Powdermet is the sole legal and

beneficial owner of the MesoCoat Exchange Shares and has good and marketable title thereto.

All of the MesoCoat Exchange Shares owned by Powdermet are owned free and clear of any

liens, claims, options, charges, or Encumbrances of whatsoever nature. Powdermet has the

unqualified right to sell, assign, and deliver the MesoCoat Exchange Shares, and, upon

consummation of the transactions contemplated by this Agreement, Abakan will acquire good

and valid title to the MesoCoat Exchange Shares, free and clear of all liens, claims, options,

charges, and Encumbrances of whatsoever nature.

SECTION 3.3. Consents and Approvals. Since the board of directors of Powdermet

has duly authorized the execution, delivery and performance of this Agreement, neither the

execution, delivery and performance of this Agreement by Powdermet, nor the consummation by

Powdermet of any transaction related hereto, including the transfer, sale and delivery of the

MesoCoat Exchange Shares will require any additional consent, approval, license, Order or

authorization of, filing, registration, declaration or taking of any other action with, or notice to,

any Person, other than such consents, approvals, filings or actions as may be required under the

Federal securities laws which have or will be made.

SECTION 3.4. No Conflicts. The execution and delivery by Powdermet of this

Agreement and the Transaction Documents to which it is or will become a party do not, and the

consummation of the transactions contemplated by this Agreement and the Transaction

Documents to which it is or will become a party (the "Contemplated Transactions") shall not,

assuming the consents, approvals, filings or actions described in Section 3.3 are made or

obtained, as the case may be, (a) contravene, conflict with, or result in any violation or breach of

any provision of the certificate of incorporation or by-laws of Powdermet, (b) result in any

violation or breach of, or constitute (with or without notice or lapse of time,

or both) a default (or give rise to a right of termination, cancellation or acceleration of any

obligation or loss of any benefit) under any of the terms, conditions or provisions of any note,

bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which

Powdermet is a party or by which it or any of its properties or assets may be bound, or (c)

conflict or violate any permit, concession, franchise, license, judgment, Order, decree, statute,

law, ordinance, rule or regulation of any government, governmental instrumentality or court,

domestic or foreign, applicable to Powdermet or any of its properties or assets, except in the case

of (b) and (c) for any such conflicts, violations, defaults, terminations, cancellations or

accelerations which would not, individually or in the aggregate, materially and adversely affect

the MesoCoat Exchange Shares being conveyed by Powdermet to Abakan.

SECTION 3.5. Purchase Entirely for Own Account.

(a) The Powdermet Exchange Shares to be received by Powdermet will be acquired for

investment for its own account, and not with a view to the resale or distribution of any part

thereof.

(b) Powdermet has no present intention of selling, granting any participation in, or

otherwise distributing the Powdermet Exchange Shares, except, in the case of (a) and (b) of this

Section 3.5, as permitted by the Act.

SECTION 3.6. Restricted Securities. Powdermet understands that the Powdermet

Exchange Shares and the Abakan Shares are characterized as "restricted securities" under the

Federal securities laws and that under such laws and applicable regulations such securities may

be resold without registration under the Act only in certain limited circumstances.

SECTION 3.7. Legends. It is understood that the certificate(s) evidencing the

Powdermet Exchange Shares and the certificate(s) evidencing the Abakan Shares shall bear a

legend substantially in the form below:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR

WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE

TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE

ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE

UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE

LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE

EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT OF

1933 AND OTHER APPLICABLE STATE LAWS AND RULES.

SECTION 3.8. Commissions. Powdermet is not obligated to pay any fee or commission

to any broker, finder or other similar Person in connection with the Contemplated Transactions.

SECTION 3.9. Capitalization of MesoCoat. There are outstanding 315,490 shares of

MesoCoat common stock and Powdermet is the legal owner of 47.5% of such issued and

outstanding shares. MesoCoat further has 9,000 shares of common stock reserved for issuance in

connection with MesoCoat’s Option Pool A and B.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ABAKAN

Abakan represents and warrants to Powdermet that the statements contained in this

Article IV are true and correct as of the Effective Date of this Agreement and will be true and

correct as of the Closing as though made as of the Closing, except to the extent such

representations and warranties are specifically made as of a particular date (in which case such

representations and warranties will be true and correct as of such date).

SECTION 4.1. Power and Authority; Enforceability. Abakan is a corporation duly

organized, validly existing and in good standing under the laws of its jurisdiction of

incorporation. Abakan has all requisite capacity, power and authority to execute, deliver and

perform this Agreement. No other corporate action on the part of Abakan is necessary to

authorize the execution and delivery by Abakan of this Agreement or the consummation by it of

the Contemplated Transactions. This Agreement has been duly executed and delivered and,

upon execution by Powdermet , will constitute a valid and legally binding obligation of Abakan,

enforceable against Abakan in accordance with its terms, except (a) as limited by applicable

bankruptcy, insolvency, reorganization, moratorium, and other laws of general application

affecting enforcement of creditors' rights generally and (b) as limited by laws or decisions

relating to the discretionary nature of specific performance, and other equitable remedies, to

general principles of equity, or to the discretion of any court in granting any relief or issuing any

order, whether the proceeding is at law, in equity or otherwise.

SECTION 4.2. Title to the Powdermet Exchange Shares. Abakan is the sole legal and

beneficial owner of the Powdermet Exchange Shares and has good and marketable title thereto.

All of the Powdermet Exchange Shares owned by Abakan are owned free and clear of any liens,

claims, options, charges, or Encumbrances of whatsoever nature. Abakan has the unqualified

right to sell, assign, and deliver the Powdermet Exchange Shares, and, upon consummation of

the transactions contemplated by this Agreement, Powdermet will acquire good and valid title to

the Powdermet Exchange Shares, free and clear of all liens, claims, options, charges, and

Encumbrances of whatsoever nature.

SECTION 4.3. Issuance of the Abakan Shares. The Abakan Shares have been duly

authorized by Abakan’s board of directors and, when issued and paid for in accordance with this

Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all

liens claims, options, charges, and Encumbrances of whatsoever nature.

SECTION 4.4. Consents and Approvals. Since the board of directors of Abakan has

duly authorized the execution, delivery and performance of this Agreement, neither the

execution, delivery and performance of this Agreement by Abakan, nor the consummation by

Abakan of any transaction related hereto, including the transfer, sale and delivery of the

Powdermet Exchange Shares, will require any additional consent, approval, license, Order or

authorization of, filing, registration, declaration or taking of any other action with, or notice to,

any Person, other than such consents, approvals, filings or actions as may be required under the

Federal securities laws which have or will be made.

SECTION 4.5. No Conflicts. The execution and delivery by Abakan of this Agreement

and the Transaction Documents to which it is or will become a party do not, and the

consummation of the Contemplated Transactions shall not, assuming the consents, approvals,

filings or actions described in Section 4.4 are made or obtained, as the case may be, (a)

contravene, conflict with, or result in any violation or breach of any provision of the articles of

incorporation or by-laws of Abakan, (b) result in any violation or breach of, or constitute (with or

without notice or lapse of time, or both) a default (or give rise to a right of termination,

cancellation or acceleration of any obligation or loss of any benefit) under any of the terms,

conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other

agreement, instrument or obligation to which Abakan is a party or by which it or any of its

properties or assets may be bound, or (c) conflict or violate any permit, concession, franchise,

license, judgment, Order, decree, statute, law, ordinance, rule or regulation of any government,

governmental instrumentality or court, domestic or foreign, applicable to Abakan or any of its

properties or assets, except in the case of (b) and (c) for any such conflicts, violations, defaults,

terminations, cancellations or accelerations which would not, individually or in the aggregate,

materially and adversely affect the Powdermet Exchange Shares being conveyed by Abakan to

Powdermet.

SECTION 4.6. Purchase Entirely for Own Account.

(a) The MesoCoat Exchange Shares to be received by Abakan will be acquired for

investment for its own account, and not with a view to the resale or distribution of any part

thereof.

(b) Abakan has no present intention of selling, granting any participation in, or otherwise

distributing the MesoCoat Exchange Shares, except, in the case of (a) and (b) of this Section 4.6,

as permitted by the Act.

SECTION 4.7. Restricted Securities. Abakan understands that the MesoCoat Exchange

Shares are characterized as "restricted securities" under the Federal securities laws and that under

such laws and applicable regulations such securities may be resold without registration under the

Act only in certain limited circumstances.

SECTION 4.8. Legends. It is understood that the certificate(s) evidencing the

MesoCoat Exchange Shares shall bear a legend substantially in the form below:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR

WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE

TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE

ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE

UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE

LAWS AND RULES OR UNLESS SUCH TRANSFER MAY BE

EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT OF

1933 AND OTHER APPLICABLE STATE LAWS AND RULES.

SECTION 4.9. Commissions. Abakan is not obligated to pay any fee or commission to

any broker, finder or other similar Person in connection with the transactions contemplated by

this Agreement.

SECTION 4.10. Capitalization of Powdermet. There are 1,470,314 shares of

Powdermet common stock issued and outstanding, and Abakan is the legal owner of 40.59%of

such issued and outstanding shares.

ARTICLE V

CONDITIONS PRECEDENT; RELATED COVENANTS

SECTION 5.1. Closing Efforts. Each of the parties hereto shall use its commercially

reasonable efforts ("Reasonable Efforts") to take all actions and to do all things necessary, proper

or advisable to consummate the transactions contemplated by this Agreement, including using

their respective Reasonable Efforts to ensure that (i) all representations and warranties remain

true and correct in all material respects through the Closing Date, and (ii) the conditions to the

obligations of the other parties to consummate the transactions are satisfied.

SECTION 5.2. Conditions Precedent to the Obligations of Abakan. The obligations of

Abakan to transfer the Powdermet Exchange Shares and deliver the Abakan Shares to

Powdermet at the Closing are subject to the fulfillment of the condition that, at the Closing, the

representations and warranties of Powdermet set forth in this Agreement that are qualified as to

materiality shall be true and correct in all respects, and all other representations and warranties of

Powdermet set forth in this Agreement shall be true and correct in all material respects, in each

case as of the Effective Date of this Agreement and as of the Closing as though made as of the

Closing, except to the extent such representations and warranties are specifically made as of a

particular date (in which case such representations and warranties shall be true and correct as of

such date).

SECTION 5.3. Conditions Precedent to the Obligations of Powdermet. The obligations

of Powdermet to transfer the MesoCoat Exchange Shares to Abakan at the Closing are subject to

the fulfillment of the condition that, at the Closing, the representations and warranties of Abakan

set forth in this Agreement that are qualified as to materiality shall be true and correct in all

respects, and all other representations and warranties of Abakan set forth in this Agreement shall

be true and correct in all material respects, in each case as of the Effective Date of this

Agreement and as of the Closing as though made as of the Closing, except to the extent such

representations and warranties are specifically made as of a particular date (in which case such

representations and warranties shall be true and correct as of such date).

ARTICLE VI

TERMINATION

SECTION 6.1. Termination by Mutual Consent. This Agreement may be terminated

and the transactions contemplated hereby may be abandoned at any time prior to the Closing by

the written consent of each party hereto.

SECTION 6.2. Termination by Either Abakan or Powdermet. This Agreement may

be terminated (upon written notice from the terminating party hereto to the other party hereto)

and the transactions contemplated hereby may be abandoned by action of any party hereto, if (a)

the Closing shall not have occurred on or prior to June 1, 2014, or (b) any Federal, state or local

government or any court, administrative agency or commission or other governmental authority

or agency, domestic or foreign shall have issued a Law or Order permanently restraining,

enjoining or otherwise prohibiting the transactions contemplated hereby and such Law or Order

shall have become final and non-appealable.

SECTION 6.3. Effect of Termination and Abandonment. In the event of termination of

this Agreement pursuant to this Article VI hereof, no party hereto or, its directors or officers or

other controlling persons shall have any liability or further obligation to any other party hereto

pursuant to this Agreement, except that Article VIII hereof shall survive termination of this

Agreement and nothing herein will relieve any party hereto from liability for any breach of this

Agreement occurring prior to such termination.

ARTICLE VII

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

SECTION 7.1. Survival of Representations. All representations, warranties, and

agreements made by any party in this Agreement or pursuant hereto shall survive the execution

and delivery hereof for a period of one (1) year from and after the Closing.

SECTION 7.2. Indemnification. Each party to this Agreement agrees to indemnify the

other party and hold same harmless from and in respect of any assessment, loss, damage,

liability, cost, and expense (including, without limitation, interest, penalties, and reasonable

attorneys' fees) in excess of twenty five thousand ($25,000) in the aggregate, imposed upon or

incurred by either party resulting from a breach of any agreement, representation, or warranty by

the other party in connection with this Agreement. Assertion by a party of their right to

indemnification under this Section 7.2. shall not preclude the assertion by the parties of any other

rights or the seeking of any other remedies against the opposing party.

ARTICLE VIII

GENERAL PROVISIONS; OTHER AGREEMENTS

SECTION 8.1. Press Releases. Other than any required filings under the Federal

securities laws, neither of the parties hereto will, without first obtaining the approval of the other,

make any public announcement, directly or indirectly, regarding this Agreement, nor the nature

of the transaction contemplated by this Agreement, to any person except as required by law or

regulatory bodies and other than to the respective principals or other representatives of the

parties, each of whom shall be similarly bound by such confidentiality obligations. If any such

press release or public announcement is so required by either party (except in the case of any

disclosure required under the Federal securities laws to be made in a filing with the Securities

and Exchange Commission), the disclosing party shall consult with the other parties prior to

making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to

agree upon a text for such disclosure which is satisfactory to each of the parties.

SECTION 8.2. Expenses. Regardless of whether the transactions contemplated hereby

are consummated, all legal and other costs and expenses incurred in connection with this

Agreement and the transactions contemplated hereby shall be paid by the party hereto incurring

such costs and expenses.

SECTION 8.3. Piggy Back Registration Rights.

(a)

Should Abakan determine to register any of its common stock under the Act on a

form that would be suitable for a registration involving the Abakan Shares, Abakan shall notify

Powdermet to afford it an opportunity to include in such registration statement all or any part of

the Abakan Shares. Should Powdermet determine to include in any such registration statement

all or any part of such Abakan Shares, Powdermet shall, within (10) ten days after receipt of the

above-described notice from Abakan, notify Abakan in writing, and in such notice shall inform

Abakan of the number of Abakan Shares Powdermet wishes to include in such registration

statement subject to the terms and conditions of hereto, Abakan shall include in such registration,

and in any underwriting involved therein, the number of Abakan Shares specified by Powdermet.

(b)

Any registration hereto that involves an underwriting of shares of Abakan’s

common stock, shall not require the inclusion of any of Powdermet’s Abakan Shares unless

Powdermet accepts the terms of the underwriting as agreed upon between Abakan and the

underwriters, and then only in such quantity as the underwriters determine in their sole discretion

would not jeopardize the success of the offering. Furthermore, any other registration hereto, shall

only require Abakan to include Powdermet’s Abakan Shares in such quantity as Abakan’s board

of directors in good faith determines in their sole discretion would not jeopardize the success of

the offering.

SECTION 8.4. Dribble Out Provision.

(a)

Powdermet agrees that, except as permitted in Section 8.4. (b), Powdermet shall

not:

(i)

Sell any of the Abakan Shares.

(ii)

Transfer, assign or otherwise dispose of the Abakan Shares.

(iii) Pledge, hypothecate or otherwise create a lien on the Abakan Shares.

(iv)

Loan the Abakan Shares to any person or entity.

(v)

Sell short the Abakan Shares.

(vi)

Acquire a put option or grant a call option with respect to the Abakan

Shares except as may be agreed by Abakan on prior written notice of any

such option.

(vii) Enter into any agreement concerning any of the foregoing transactions, or

otherwise facilitate any other person conducting any of the foregoing

transactions.

(b)

Notwithstanding the foregoing prohibitions agreed in Section 8.4. (a), Abakan

agrees that Powdermet may sell the Abakan Shares beginning on that date that is six (6)

months after the Effective Date only as permitted according to the following schedule:

(i)

Beginning on that date that is six (6) months after the Effective Date and

ending on that date that is twelve (12) months after the Effective Date,

during any rolling thirty (30) day period, Powdermet may sell up to one

percent (1%) of the Abakan Shares owned by it on the Effective Date;

(ii)

Beginning on that date that is twelve months after the Effective Date,

during any rolling thirty (30) day period, Powdermet may sell up to two

percent (2%) of the Abakan Shares owned by it on the Effective Date; and

(iii) Beginning on that date that is six (6) months after the Effective Date,

Powdermet may transfer or exchange up to 300,000 Abakan Shares in

consideration of the repurchase of Powdermet shares from minority

shareholders of Powdermet.

(c)

Powdermet agrees that Abakan my issue instructions to its transfer agent that

prohibit any transaction of the Abakan Shares in violation of Section 8.4. of this

Agreement.

SECTION 8.5. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Ohio without regard to the conflicts of laws provisions

thereof.

SECTION 8.6. Dispute Resolution. Should there be any dispute between the parties

arising from this Agreement, the resolution thereof shall be by confidential arbitration, held in

Cleveland, Ohio, with the arbitrator to be chosen by mutual consent of the parties. If the parties

cannot agree as to an arbitrator, then the arbitrator shall be, or is to be selected by, former

Cuyahoga County Common Pleas Judge Xxxxx X. XxXxxxxxx, currently of Vorys, Xxxxx,

Xxxxxxx and Xxxxx LLP. If he is unavailable or unwilling to be or select an arbitrator, then the

Presiding Judge of the Common Pleas Court of Cuyahoga County shall select the arbitrator.

Unless the parties mutually agree otherwise, arbitration shall be in accordance with the

Rules of the American Arbitration Association currently in effect. The demand for arbitration

shall be filed in writing with the other parties. A demand for arbitration shall be made within a

reasonable time after the dispute has arisen, and in no event shall it be made after the date when

institution of legal or equitable proceedings based on such dispute would be barred by the

applicable statute of limitations. No arbitration arising out of or relating to this Agreement shall

include, by consolidation or joinder or in any other manner, parties other than persons

substantially involved in a common question of fact or law whose presence is required if

complete relief is to be accorded in arbitration. No person or entity shall be included as an

original third party or additional third party to an arbitration whose interest or responsibility is

insubstantial. Consent to arbitration involving an additional person or entity shall not constitute

consent to arbitration of a dispute not described therein or with a person or entity not named or

described therein. All agreements to arbitrate shall be specifically enforceable under applicable

law in any court having jurisdiction thereof. The award rendered by the arbitrator shall be in

writing and state the reasons therefor. Any such award shall be final and binding on the parties

and judgment may be entered upon it in accordance with applicable law in any court having

jurisdiction thereof. The arbitrator shall also make all determinations as to payment of the

arbitrator’s fee, filing fees and, all other costs and expenses incurred in connection with the

arbitration. The procedures specified in this Section 8.4 shall be the sole and exclusive

procedures for the resolution of disputes among the parties arising out of or relating to a dispute

set forth in above; provided, however, that a party, without prejudice to the above procedures,

may seek a preliminary injunction or other provisional judicial relief, if in its sole judgment such

action is necessary to avoid irreparable damage or to preserve the status quo. Despite such

action, the parties shall continue to participate in good faith in the procedures specified in this

Section 8.4.

Unless otherwise mutually agreed to by the parties, in the event of a dispute arising from

this Agreement where the amount at issue exceeds $250,000, each of the parties retains, and may

pursue, any and all legal rights hereunder or at law or equity. The parties agree that any suit

arising from this Agreement shall be brought in the Cuyahoga County Court of Common Pleas.

To the extent permitted by law, each of Powdermet and Abakan waives any right to have

a jury participate in resolving any dispute where the amount at issue exceeds $250,000, whether

sounding in contract, tort, or otherwise, by and among any of the parties arising out of, connected

with, related to, or incidental to this Agreement, or any other agreements executed in connection

therewith or transactions related thereto.

SECTION 8.7. Headings. Article and Section headings used in this Agreement are for

convenience only and shall not affect the meaning or construction of this Agreement.

SECTION 8.8. Entire Agreement. This Agreement constitutes the entire agreement

between the parties hereto and supersedes all prior agreements and understandings, both written

and oral, with respect to the subject matter hereof.

SECTION 8.9. Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original but all of which together shall constitute

one and the same instrument. Signatures on this Agreement may be communicated by facsimile

transmission and shall be binding upon the parties hereto so transmitting their signatures.

Counterparts with original signatures shall be provided to the other parties hereto following the

applicable facsimile transmission; provided that the failure to provide the original counterpart

shall have no effect on the validity or the binding nature of this Agreement.

SECTION 8.10. Amendment. Any term of this Agreement may be modified or amended

only by an instrument in writing signed by each of the parties hereto.

SECTION 8.11. Severability. If one or more provisions of this Agreement are held to be

unenforceable under applicable law, such provision shall be excluded from this Agreement and

the balance of the Agreement shall be interpreted as if such provision were so excluded and shall

be enforced in accordance with its terms.

[Remainder of this page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Exchange

Agreement to be duly executed and delivered as of the date set forth above.

POWDERMET, INC.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Chief Executive Officer

ABAKAN INC.

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title: Chief Ex

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ACCORD AND SATISFACTION OF INVESTMENT AGREEMENT

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