Unassociated Document


    
      

      

    

    Exhibit
      10.9

     

    Exhibit
      K

    


    Form
      of Lock-Up Agreement

    


    Lock-Up
      Agreement

    


    [______],
      2007

    


    nCoat,
      Inc.

    P.O.
      Box
      189

    7237
      Pace
      Drive 

    Whitsett,
      NC 27377 

    


    
      	 	
              Re:
                

            	
              Lock-Up
                Agreement

            


    

    


    Ladies
      and Gentlemen:

    


    This
      letter agreement (this “Agreement”)
      relates to the private placement (the “Offering”)
      by
      nCoat, Inc., a Delaware corporation (the “Company”),
      of an
      aggregate of up to $17,750,000 principal amount of notes (“Notes”)
      and
      warrants (“Warrants”)
      to
      purchase shares of common stock of the Company. The Offering is governed by
      a
      Securities Purchase Agreement between the Company and the investors signatory
      thereto (“Investors”).
      

    


    In
      order
      to induce the Investors to participate in the Offering, the undersigned hereby
      agrees that during the period from the date hereof until and through the date
      that is one year after the date on which the Securities and Exchange Commission
      declares the registration statement covering the shares of common stock
      underlying the Series A Notes and Series A Warrants sold in the Offering
      effective (the “Lock-Up
      Period”),
      the
      undersigned: (a) will not, directly or indirectly, offer, sell, agree to offer
      or sell, solicit offers to purchase, grant any call option or purchase any
      put
      option with respect to, or otherwise dispose of any Relevant Security (as
      defined below), (b) will not pledge or borrow against any Relevant Security
      (as
      defined below), unless the party receiving the pledge or collateral agrees
      in
      writing to be bound by the terms of this Agreement, and (c) will not establish
      or increase any “put equivalent position” or liquidate or decrease any “call
      equivalent position” with respect to any Relevant Security (in each case within
      the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
      and the rules and regulations promulgated thereunder), or otherwise enter into
      any swap, derivative or other transaction or arrangement that transfers to
      another, in whole or in part, any economic consequence of ownership of a
      Relevant Security, whether or not such transaction is to be settled by delivery
      of Relevant Securities, other securities, cash or other consideration, without
      the prior written approval of 75% of the Investors still holding any Securities
      issued under the terms of the Securities Purchase Agreement.  

    


    As
      used
      herein, the term “Relevant
      Security”
means
      any shares of Common Stock or other security of the Company thereof that is
      convertible into, or exercisable or exchangeable for shares of Common Stock
      or
      equity securities of the Company or that holds the right to acquire any shares
      of Common Stock or equity securities of the Company or any other such Relevant
      Security. 

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    The
      undersigned hereby authorizes the Company during the Lock-Up Period to cause
      any
      transfer agent for the Relevant Securities to decline to transfer, and to note
      stop transfer restrictions on the stock register and other records relating
      to,
      Relevant Securities for which the undersigned is the record holder and, in
      the
      case of Relevant Securities for which the undersigned is the beneficial but
      not
      the record holder, agrees during the Lock-Up Period to cause the record holder
      to cause the relevant transfer agent to decline to transfer, and to note stop
      transfer restrictions on the stock register and other records relating to,
      such
      Relevant Securities. 

    


    The
      undersigned hereby represents and warrants to the placement agent in the
      Offering and the Company that the undersigned has full power and authority
      to
      enter into this Agreement and that this Agreement constitutes the legal, valid
      and binding obligation of the undersigned, enforceable in accordance with its
      terms. Upon request, the undersigned will execute any additional documents
      necessary in connection with enforcement hereof. Any obligations of the
      undersigned shall be binding upon the successors and assigns of the undersigned
      from the date first above written. 

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to the conflicts of laws principles thereof.
      Delivery of a signed copy of this letter by facsimile transmission shall be
      effective as delivery of the original hereof. 

    


    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	 
	 	
              _____________________________