0001096906-07-001674 Sample Contracts

AMENDMENT AND WAIVER OF REGISTRATION RIGHTS AGREEMENT AND 6% SERIES A CONVERTIBLE NOTES
Registration Rights Agreement • December 6th, 2007 • nCoat, Inc. • Coating, engraving & allied services

This Amendment and Waiver, dated as of November 30, 2007 (this “Amendment”), is entered into by and among nCOAT, Inc., a Delaware corporation (the “Company”), Enable Growth Partners LP, Enable Opportunity Partners LP, Pierce Diversified Strategy Master Fund LLC, Ena and the other investors listed on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms that are used herein without definition shall have the meanings ascribed to them in the Transaction Documents (as defined below).

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AMENDMENT AND WAIVER OF 6% SERIES B CONVERTIBLE NOTES
Convertible Notes • December 6th, 2007 • nCoat, Inc. • Coating, engraving & allied services
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