Exhibit 99.2
AMENDMENT AND WAIVER OF
6% SERIES B CONVERTIBLE NOTES
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”), and
the 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).
A. The
Company and the Investors are parties to (i) that certain
Securities Purchase Agreement dated as of May 31, 2007 (the
“SPA”);
B. Pursuant
to the terms of the SPA, the Company issued to the Investors
(i) 6% Series B Convertible Notes due May 31, 2010 (the
“Notes”), and (ii) Warrants to Purchase Common
Stock (the “Warrants” and together with the SPA
and Notes, the “Transaction Documents”);
and
C. The
Investors hold at least seventy-five percent (75%) of the
aggregate principal amount of the Notes outstanding as of the
date of this Amendment.
D. Section
4(a)(iv) of the Notes states that the failure by the Company
to pay to the holders of the Notes any amount of Principal
(including, without limitation, any redemption payments),
Interest, Late Charges or other amounts when and as due under
the Notes or any other Transaction Document (as defined in the
Securities Purchase Agreement) or any other agreement,
document, certificate or other instrument delivered in
connection with the transactions contemplated hereby and
thereby to which the Holder is a party, except, in the case of
a failure to pay any Interest and Late Charges when and as
due, in which case only if such failure continues for a period
of at least five (5) Business Days, constitutes a
“Trigger Event,” giving rise to Redemption Rights
as set forth in the Notes.
E.
Section 13(b) of the
Notes requires the Company to get the prior written consent of the
Holders of 75% of the then outstanding Notes prior to incurring
additional indebtedness, other than Permitted
Indebtedness. The Company and the Investors acknowledge
and agree that the
