5,000,000 Shares MTC TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2002 • MTC Technologies Inc • Services-computer integrated systems design • Maryland
MTC Technologies, Inc., a Delaware corporation (“MTC Delaware” or the “Company”) which is the parent of Modern Technologies Corp., an Ohio corporation (“MTC Ohio”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), and Rajesh K. Soin (the “Selling Stockholder”) proposes to sell to the several Underwriters, an aggregate of Five Million (5,000,000) shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”), of which Two Million Five Hundred Thousand (2,500,000) shares are to be issued and sold by the Company (the “Company Firm Shares”) and Two Million Five Hundred Thousand (2,500,000) shares are to be sold by the Selling Stockholder (the “Selling Stockholder Firm Shares”). The Company also proposes to sell up to an additional Three Hundred Seventy-Five Thousand (375,000) shares of Common Stock (the “Company Option Shares
