STOCK PURCHASE AGREEMENT BY AND AMONG MCC, INC. a Pennsylvania corporation, dba Metallic CeramicCoatings, nCoat, Inc. a Delaware corporation, and The Stockholders of MCC, INC. June 19, 2007Stock Purchase Agreement • June 22nd, 2007 • nCoat, Inc. • Coating, engraving & allied services • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of June 19, 2007, by and among MCC, Inc., a Pennsylvania corporation (the "Company"), nCoat, Inc., a Delaware OTCBB publicly traded corporation, its successors or assigns ("Buyer"), and the Persons listed on the Exhibit A hereto (collectively referred to herein as the "Stockholders" and individually as a "Stockholder"). Except as otherwise indicated herein, capitalized terms used herein are defined in Article XI. The Company is a party to this Agreement solely for purposes of Article III, Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.8, 5.10, 5.12, 5.13, 5.14, Sections 6.1, 6.2, 6.5, 6.7, 6.8, 6.9, 6.10, Article XI and Article XII.
