0001193125-06-225076 Sample Contracts

EXHIBIT B—VOTING AND EXCHANGE AGREEMENT

Voting and Exchange Trust Agreement • November 6th, 2006 • API Nanotronics Corp. • Metal mining • Ontario

• Contract Type
  Voting and Exchange Trust Agreement
• Filed
  November 6th, 2006
• Company
  API Nanotronics Corp.
• Industry
  Metal mining
• Jurisdiction
  Ontario

THIS VOTING AND EXCHANGE TRUST AGREEMENT is entered into as of November 6, 2006, by and between API Nanotronics Corp., formerly known as Rubincon Ventures Inc., a Delaware corporation (“RVI”), RVI Sub, Inc., an Ontario corporation (“RVI Sub”), and Equity Transfer & Trust Company (“Trustee”).

SUPPORT AGREEMENT

Support Agreement • November 6th, 2006 • API Nanotronics Corp. • Metal mining • Ontario

• Contract Type
  Support Agreement
• Filed
  November 6th, 2006
• Company
  API Nanotronics Corp.
• Industry
  Metal mining
• Jurisdiction
  Ontario

THIS SUPPORT AGREEMENT is entered into as of November 6, 2006, between API Nanotronics Corp., formerly known as Rubincon Ventures Inc., a Delaware corporation (“RVI”), and RVI Sub, Inc., an Ontario corporation (“RVI Sub”).