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”).
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
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").
