3,750,000 Shares

MTC TECHNOLOGIES, INC.

Common Stock

UNDERWRITING AGREEMENT

[                         ,] 2004

LEGG MASON WOOD WALKER, INCORPORATED

RAYMOND JAMES & ASSOCIATES, INC.

As representatives of the several Underwriters

    named in Schedule I hereto

    c/o Legg Mason Wood Walker, Incorporated

    100 Light Street

    Baltimore, Maryland 21202

Ladies and Gentlemen:

MTC Technologies, Inc., a Delaware corporation (MTC Delaware or the Company), proposes to issue and sell to the several underwriters named in Schedule I hereto (the Underwriters) for whom you are acting as representatives (the Representatives), and Rajesh K. Soin (the Selling Stockholder) proposes to sell to the several Underwriters, an aggregate of Three Million Seven Hundred Fifty Thousand (3,750,000) shares (the Firm Shares) of the common stock, par value $0.001 per share, of the Company (Common Stock), of which Two Million Two Hundred Fifty Thousand (2,250,000) shares are to be issued and sold by the Company (the Company Firm Shares) and One Million Five Hundred Thousand (1,500,000) shares are to be sold by the Selling Stockholder (the Selling Stockholder Firm Shares). The Company also proposes to sell up to an additional Three Hundred Thirty Seven Thousand Five Hundred (337,500) shares of Common Stock (the Company Option Shares) and the Selling Stockholder also proposes to sell up to an additional Two Hundred Twenty Five Thousand (225,000) shares of Common Stock (the Selling Stockholder Option Shares and, together with the Company Option Shares, the Option Shares) to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters. The Firm Shares and the Option Shares are hereinafter referred to collectively as the Shares.

The Selling Stockholder has executed and delivered a Custody Agreement and Power of Attorney in the form attached hereto as Exhibit A (collectively, the Custody Agreement and Power of Attorney) pursuant to which the Selling Stockholder has placed the Selling Stockholder Firm Shares and Selling Stockholder Option Shares in custody and appointed the person(s) designated therein with authority to execute and deliver this Agreement on behalf of the Selling Stockholder and to take certain other actions with respect thereto and hereto.

The Company and the Selling Stockholder confirm as follows their respective agreements with the Representatives and the several other Underwriters:

1. Representations and Warranties of Company and Selling Stockholder.

(a) The Company represents and warrants to, and agrees with, each of the Underwriters that, as of the date hereof and as of the Closing Date and each Option Closing Date, if any:

(i) A Registration Statement (as defined below) on Form S-3 (File No. 333-112056), with respect to the Shares (A) has been prepared by the Company and complies in all material respects with the requirements of the Securities Act of 1933, as amended (the Securities Act), and the Rules and Regulations (as defined below) of the Securities and Exchange Commission (the Commission) thereunder, (B) has been filed by the Company with the Commission under the Securities Act and (C) has become effective under the Securities Act. If any post-effective amendment to such Registration Statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent such amendment has become effective under the Securities Act. Copies of such Registration Statement as amended to date (including all forms of the Preliminary Prospectus (as defined below) heretofore delivered to you) have been delivered by the Company to you. The Commission has not issued any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or Prospectus (as defined below), and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, any state or other jurisdiction or other regulatory body, and any request on the part of the Commission for additional information to be included in the Registration Statement or in any Preliminary Prospectus or the Prospectus has been complied with. As used in this Agreement, Effective Time means the date and the time as of which such Registration Statement, or the most recent post-effective amendment thereto, if any, became effective under the Securities Act; Effective Date means the date of the Effective Time; Preliminary Prospectus means each prospectus included in such Registration Statement, or amendments thereto, before the Effective Time and any Prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations; Registration Statement means such registration statement, including all exhibits and financial schedules thereto and all documents incorporated by reference therein, as amended at the Effective Time, including all information deemed to be a part thereof as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations or paragraph (d) of Rule 434 (Rule 434) of the Rules and Regulations; Rules and Regulations means the rules and regulations adopted by the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC