THIRD AMENDMENT TO THE INVESTMENT AGREEMENT

Exhibit 10.23

THIRD AMENDMENT TO THE INVESTMENT AGREEMENT

THIS THIRD AMENDMENT is entered into as of December 21, 2012(hereinafter the

“Amendment”) effective as of July 12, 2012 by and between Abakan Inc., 0000 X. Xxxxxxxx

Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 (hereinafter “Abakan”), and MesoCoat, Inc., 00000

Xxxxxxxx Xxxxx, Xxxxxx, Xxxx 00000 XXX (hereinafter “MesoCoat”), and Powdermet, Inc.,

00000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxx 00000 XXX (hereinafter “Powdermet”) all of the above

parties herein collectively referred to as the “Parties” or singularly as a “Party.

WHEREAS:

The Parties entered into an Investment Agreement on December 9, 2009 (hereinafter the

“Agreement”), whereby Abakan is exclusively entitled to acquire a 75% equity interest in

MesoCoat;

The Parties desire to effect an amendment to Section 10.2 of Article 10 Options to

Purchase Shares of the Agreement to extend the term and exclusivity provided therein

for Abakan to exercise the 75% Option that entitles Abakan to purchase an aggregate

amount of shares equal to a fully diluted seventy five percent (75%) equity interest in

MesoCoat;

The Parties acknowledge that Abakan increased its equity interest in MesoCoat to a fully

diluted fifty one percent (51%) interest on notice of exercise (the “51% Option”) on July

13, 2011;

The Parties acknowledge that Abakan has provided notice to MesoCoat of its intent to

exercise the 75% Option and part payment against the exercise price for the 75% Option

in the amount of $2,498,902,21 as of the date of this Amendment; and

Section 14.9 of Article 14 General of the Agreement provides that modification or

amendment to the Agreement may be made if agreed to by the Parties thereto in writing.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and

agreements herein contained, and $1.00 paid by Abakan to each of MesoCoat and Powdermet, the

receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Amendment. The Parties hereto agree to amend the Agreement by deleting Section 10.2

of Article 10 Options to Purchase Shares in its entirety and to replace it as follows:

“10.2

Grant of 75% Option. The Company hereby grants an exclusive option to ABK,

effective after the exercise of the 51% Option, to purchase an additional amount of shares to

increase ABK’s shareholding in the Company, from a 51% equity interest, by an additional 24%

equity interest to an aggregate amount of shares equal 75% of the Total Number of Shares (the

“75% Option”):

(a)

ABK may, at its sole discretion, exercise the 75% Option for a period of 24 months

after the exercise of the 51% Option;

(b)

The 75% Option shall have an exercise price of $16,000,000; and

Exhibit 10.23

(c)

The 75% Option shall be exercisable by giving written notice (the “Notice”) to the

Company of ABK’s intention to exercise the 75% Option. Upon receipt of the

Notice and the exercise price, the Company shall cause the allotment and issuance

of that number of shares for which the 75% Option was exercised within 5 business

days of receipt of the Notice and the exercise price by the Company.”

Conditions of Effectiveness. This Amendment shall become effective when each Party

has received the counterparts of this Amendment, executed and delivered by the

respective Parties.

Representations and Warranties of Abakan. In order to induce MesoCoat and Powdermet

to enter into this Amendment, Abakan does hereby make the following representations

and warranties to MesoCoat and Powdermet:

3.1.

Corporate Power and Authorization. Abakan has the requisite corporate power

and authority to execute, deliver and perform its obligations under this

Amendment.

3.2.

No Conflict. Neither the execution and delivery by Abakan of this Amendment

nor the consummation of the transactions contemplated or required hereby nor

compliance by Abakan with the terms, conditions and provisions hereof will

conflict with or result in a breach of any of the terms, conditions or provisions of

the certificate of incorporation or bylaws of Abakan or any law, regulation,

order, writ, injunction or decree of any court or governmental instrumentality or

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

properties is bound, or constitute a default thereunder or result in the creation or

imposition of any lien.

3.3

Authorization; Governmental Approvals. The execution and delivery by Abakan

of this Amendment and the consummation of the transactions contemplated

hereby (i) have been duly authorized by all necessary corporate action on the

part of Abakan and (ii) do not and will not require any authorization, consent,

approval or license from or any registration, qualification, designation,

declaration or filing with, any court or governmental department, commission,

board, bureau, agency or instrumentality, domestic or foreign.

3.4.

Valid and Binding Effect. This Amendment has been duly and validly executed

and delivered by Abakan and constitutes the legal, valid and binding obligation

of Abakan, enforceable in accordance with its terms.

Representations and Warranties of MesoCoat and the Powdermet. In order to induce

Abakan to enter into this Amendment, MesoCoat and Powdermet do hereby make the

following representations and warranties to Abakan:

4.1.

Corporate Power and Authorization. MesoCoat and Powdermet have the

requisite corporate power and authority to execute, deliver and perform their

obligations under this Amendment.

Exhibit 10.23

4.2.

No Conflict. Neither the execution and delivery by MesoCoat or Powdermet of

this Amendment nor the consummation of the transactions contemplated or

required hereby nor compliance by MesoCoat or Powdermet with the terms,

conditions and provisions hereof will conflict with or result in a breach of any of

the terms, conditions or provisions of the certificate of incorporation or bylaws

of MesoCoat or Powdermet or any law, regulation, order, writ, injunction or

decree of any court or governmental instrumentality or any agreement or

instrument to which MesoCoat or Powdermet is a party or by which any of his or

its properties is bound, or constitute a default thereunder or result in the creation

or imposition of any lien.

4.3.

Authorization; Governmental Approvals. The execution and delivery MesoCoat

and Powdermet of this Amendment and the consummation of the transactions

contemplated hereby (i) have been duly authorized by all necessary corporate

action on the part of MesoCoat and Powdermet and (ii) do not and will not

require any authorization, consent, approval or license from or any registration,

qualification, designation, declaration or filing with, any court or governmental

department, commission, board, bureau, agency or instrumentality, domestic or

foreign.

4.4.

Valid and Binding Effect. This Amendment has been duly and validly executed

and delivered by MesoCoat and Powdermet and constitutes the legal, valid and

binding obligation of MesoCoat and Powdermet, enforceable in accordance with

its terms.

Amendment to the Agreement. The Agreement is hereby, and shall henceforth be

deemed to be, amended, modified and supplemented in accordance with the provisions

hereof, and the respective rights, duties and obligations under the Agreement shall

hereafter be determined, exercised and enforced under the Agreement, subject in all

respects to such amendments, modifications, and supplements and all terms and

conditions of this Amendment.

Ratification of the Agreement. Except as expressly set forth in this Amendment, all

agreements, covenants, undertakings, provisions, stipulations, and promises contained in

the Agreement are hereby ratified, readopted, approved, and confirmed and remain in full

force and effect.

No Implied Waiver. The execution, delivery and performance of this Amendment shall

not, except as expressly provided herein, constitute a waiver or modification of any

provision of, or operate as a waiver of any right, power or remedy of the Parties under

the Agreement, or prejudice any right or remedy that the Parties may have or may have

in the future under or in connection with the Agreement, or any instrument or agreement

referred to therein. The Parties acknowledge and agree that the representations and

warranties contained in the Agreement, and in this Amendment shall survive the

execution and delivery of this Amendment and the effectiveness hereof.

Multiple Counterparts. This Amendment may be executed in several counterparts, each

of which will be deemed to be an original but all of which will constitute one in the same

instrument. However, in enforcing any Party's rights under this Amendment it will be

necessary to produce only one copy of this Amendment signed by the Party to be

charged. A signature sent by legible facsimile shall be deemed an original.

Exhibit 10.23

Governing Law. This Amendment shall be construed in accordance with and governed by

the laws of the State of New York, without giving effect to its choice of law principles.

All matters in difference between the Parties in relation to this Agreement shall be

referred to arbitration under the State of New York Arbitration Act by a single arbitrator,

if the Parties agree upon one, otherwise to three arbitrators, one to be appointed by

Abakan, one to be appointed by MesoCoat and a third to be chosen by the first two

named before they enter upon the business of arbitration. The award and determination of

the arbitrator or arbitrators or any two of the three arbitrators shall be binding upon the

parties and their respective heirs, executors, administrators and assigns.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first set

forth above.

Abakan Inc.

/s/ Xxxxxx Xxxxxx

By: Xxxxxx Xxxxxx

Chief Executive Officer

MesoCoat, Inc.

/s/ Xxxxxx Xxxxxxx

By: Xxxxxx Xxxxxxx

President

Powdermet, Inc.

/s/ Xxxxxx Xxxxxxx

By: Xxxxxx Xxxxxxx

President

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Table of Contents

THIRD AMENDMENT TO THE INVESTMENT AGREEMENT

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