Advance Nanotech, Inc. Sample Contracts

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CONTRACT POWER, INC. A COLORADO CORPORATION AND COLORADO GOLD & SILVER, INC. A COLORADO CORPORATION
Agreement and Plan of Reorganization • October 21st, 1998 • Colorado Gold & Silver Inc • Gold and silver ores
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 1st, 2000 • Dynamic I-T Inc • Gold and silver ores
BANKNET KFT AND
Share Purchase Agreement • March 6th, 2000 • Dynamic I-T Inc • Gold and silver ores
SUBSCRIPTION AGREEMENT
Subscription Agreement • September 10th, 2008 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of _______________, 2008, by and among Advance Nanotech, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each, a “Subscriber” and collectively, the “Subscribers”).

COLLATERAL AGENT AGREEMENT
Collateral Agent Agreement • September 24th, 2009 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York

COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of September 18 2009, among Ingalls & Snyder LLC (the "Collateral Agent"), and the parties identified on Schedule A hereto (each, individually, a "Lender" and collectively, the "Lenders"), who hold or will acquire a Senior Secured Note issued or to be issued by Advance Nanotech, Inc. ("Company"), a Delaware corporation, on, prior or after the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (the "Notes"). (Capitalized terms used but not defined herein shall have the meanings therefor set forth in the Security Agreement.)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT #2 OF THOMAS P. FINN
Employment Agreement • November 14th, 2008 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 13, 2008 by and between Advance Nanotech, Inc., a Delaware corporation (the "Company"), and Thomas Finn (the "Executive").

INTRODUCTION
Off Agreement • October 7th, 2004 • Dynamic I-T Inc • Telephone communications (no radiotelephone) • New York
ARTICLE I DEFINITIONS, DISCLOSURE SCHEDULE
Exchange Agreement • October 7th, 2004 • Dynamic I-T Inc • Telephone communications (no radiotelephone) • New York
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Contract
Advance Nanotech, Inc. • April 21st, 2009 • Measuring & controlling devices, nec • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ADVANCE NANOTECH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SENIOR SECURED CONVERTIBLE NOTE
Advance Nanotech, Inc. • September 10th, 2008 • Measuring & controlling devices, nec • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

SECURITY AGREEMENT
Security Agreement • August 16th, 2006 • Advance Nanotech, Inc. • Investors, nec • New York

THIS SECURITY AGREEMENT (this "Agreement") is dated as of August 14, 2006, by ADVANCE NANOTECH, INC., a Delaware corporation (the "Grantor"), in favor of JANO HOLDINGS LIMITED, a Gibraltar corporation (the "Lender").

FORM OF ADVANCE NANOTECH, INC. DIRECTOR COMPENSATION AND CONFIDENTIAL INFORMATION AGREEMENT
Compensation And • January 28th, 2008 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • Colorado

This Director Compensation and Confidential Information Agreement (this “Agreement”), effective ________ (the “Effective Date”), is entered into by and between Advance Nanotech, Inc., a Colorado corporation (the “Company”), having offices at 600 Lexington Avenue, New York, NY 10022 and ____________ (the “Director”), residing at ________________________________________.

March 28, 2007 FACILITY AGREEMENT between Conquistador Investments Limited as the Lender and Advance Homeland Security PLC` as the Borrower
Facility Agreement • March 30th, 2007 • Advance Nanotech, Inc. • Investors, nec • England and Wales

The parties wish to enter into this Facility Agreement. The Lender has agreed to provide the Borrower with a secured loan of up to GBP £6,000,000 on the following terms and subject to the following conditions.

SECOND AMENDMENT TO SENIOR SECURED NOTES AND SUBSCRIPTION AGREEMENT
Senior Secured Notes and Subscription Agreement • November 16th, 2009 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York

THIS SECOND AMENDMENT TO SENIOR SECURED NOTES AND SUBSCRIPTION AGREEMENT (this “Second Amendment”) is made and entered into as of June 24, 2009 (the “Effective Date”) by and among ADVANCE NANOTECH, INC. (the “Company”) and the holder identified herein (the “Holder”), and is made with reference to the following:

DATED [11TH DAY OF AUGUST 2006] FACILITY AGREEMENT BETWEEN OWLSTONE NANOTECH, INC. AS BORROWER
Facility Agreement • August 11th, 2006 • Advance Nanotech, Inc. • Investors, nec • New York
MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • February 26th, 2010 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York

This Management Services Agreement (this “Agreement”) is made and entered into effective the ___ day of February, 2010 by and among Core Equity Group LLC, with its offices located at 501 Madison Avenue, Suite 501, New York, New York 10022 (the “Consultant”), Jon Buttles, an individual and a principal of the Consultant (the “Executive”), and Advance Nanotech, Inc., with its offices located at 400 Rella Boulevard, Suite 160, Montebello, New York 10901 (the “Company”).

EMPLOYMENT AGREEMENT OF LOWELL DASHEFSKY
Employment Agreement of Lowell Dashefsky • May 15th, 2006 • Advance Nanotech, Inc. • Investors, nec • New York

AGREEMENT dated as of January 3, 2006 by and between Advance Nanotech, Inc., a Colorado corporation (the "Company"), and Lowell Dashefsky (the "Executive").

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