Advance Nanotech, Inc. Sample Contracts

Advance Nanotech, Inc. – MANAGEMENT SERVICES AGREEMENT (February 26th, 2010)

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”).

Advance Nanotech, Inc. – MASTER PROFESSIONAL SERVICES AGREEMENT (February 26th, 2010)

This Master Professional Services Agreement (this “Agreement”) is made and entered into effective the ___ day of February 2010, by and between Core Equity Group LLC, with its offices located at 501 Madison Avenue, Suite 501, New York, NY 10022 and (“Consultant”) and Advance Nanotech, Inc., with its offices located at 400 Rella Boulevard, Suite 160, Montebello, New York 10901 (“Company”).

Advance Nanotech, Inc. – THIRD AMENDMENT TO SENIOR SECURED NOTES AND SUBSCRIPTION AGREEMENT (November 16th, 2009)

This THIRD AMENDMENT TO SENIOR SECURED NOTES AND SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of September 18, 2009, is by and among Advance Nanotech, Inc., a Delaware corporation (the “Company”), and the holder of Notes listed on the signature page hereto (the “Holder”).

Advance Nanotech, Inc. – SECOND AMENDMENT TO SENIOR SECURED NOTES AND SUBSCRIPTION AGREEMENT (November 16th, 2009)

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:

Advance Nanotech, Inc. – EXTENSION AGREEMENT (November 16th, 2009)

EXTENSION AGREEMENT dated as of November 12, 2009 by and between Ingalls & Snyder LLC (the “Holder”) and Advance Nanotech, Inc. (the “Company”).

Advance Nanotech, Inc. – EXTENSION AGREEMENT (November 16th, 2009)

WHEREAS the Holder is the holder of Senior Secured Note(s) dated April 15, 2009 (as heretofore amended, the “Note”) in the principal amount of $300,000 and with a maturity date of October 15, 2009;

Advance Nanotech, Inc. – SECURITY AGREEMENT (September 24th, 2009)
Advance Nanotech, Inc. – COLLATERAL AGENT AGREEMENT (September 24th, 2009)

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.)

Advance Nanotech, Inc. – SENIOR SECURED PROMISSORY NOTE (September 24th, 2009)

This Note is one of the Notes (the “Notes”) issued by the Company pursuant to the Subscription Agreement dated as of September 18, 2009 (the “Subscription Agreement”) by and among the Company and each of the Subscribers named in Exhibit A thereto.  Certain rights under this Note are subject to action or inaction by the holders of 60% of the principal amount of the Notes issued and outstanding (the “Noteholders’ Supermajority”).  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.

Advance Nanotech, Inc. – Contract (April 21st, 2009)

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

Advance Nanotech, Inc. – COLLATERAL AGENT AGREEMENT (April 21st, 2009)

COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of April 9, 2009, among Axiom Capital Management, Inc.  (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, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (the “Note”).

Advance Nanotech, Inc. – Contract (April 21st, 2009)

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.

Advance Nanotech, Inc. – PLEDGE AND SECURITY AGREEMENT (April 21st, 2009)
Advance Nanotech, Inc. – ADVANCE NANOTECH SUBSIDIARY OWLSTONE AWARDED CONTRACT OPTION FROM U.S. DEPARTMENT OF DEFENSE VALUED AT $1.4 MILLION (March 12th, 2009)

NEW YORK - Advance Nanotech, Inc., (OTCBB: AVNA), announced today that its Owlstone Nanotech Inc. subsidiary, which in October 2007 was awarded a three-year $3.7 million contract by the United States Defense Threat Reduction Agency, has received a modification to the contract authorizing the Company  to immediately commence work contained in option year two of the contract, valued up to $1,439,900.

Advance Nanotech, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT #2 OF THOMAS P. FINN (November 14th, 2008)

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").

Advance Nanotech, Inc. – Contract (September 10th, 2008)

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

Advance Nanotech, Inc. – Contract (September 10th, 2008)

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.

Advance Nanotech, Inc. – SUBSCRIPTION AGREEMENT (September 10th, 2008)

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”).

Advance Nanotech, Inc. – ADVANCE NANOTECH, INC. DIRECTOR COMPENSATION AND CONFIDENTIAL INFORMATION AGREEMENT (September 10th, 2008)

This Director Compensation and Confidential Information Agreement (this “Agreement”), effective ________ (the “Effective Date”), is entered into by and between Advance Nanotech, Inc., a Delaware corporation (the “Company”), and [INSERT NAME OF DIRECTOR] (the “Director”), residing at ________________________________________.

Advance Nanotech, Inc. – Advance Nanotech Announces Consummation of Exchange Agreement to Acquire Owlstone Nanotech Shares (September 8th, 2008)

NEW YORK, NY- Advance Nanotech, Inc., (OTCBB: AVNA), today announced that it has consummated an exchange of shares between Advance Nanotech and the founding members and management of its majority owned subsidiary, Owlstone Nanotech (“Owlstone”). The Company is now in the process of completing execution of the post closing conditions required as part of the Exchange Agreement, which have been previously disclosed. Concurrent with the transaction, the Company also announced that it has completed a private placement of $1.2 million of Senior Secured Convertible Notes bringing the total amount raised from that offering since it commenced to approximately $7.9 million.

Advance Nanotech, Inc. – FORM OF ADVANCE NANOTECH, INC. EQUITY INCENTIVE AGREEMENT (Fully Vested Option Grant) (September 4th, 2008)

Advance Nanotech, Inc. (the “Company”) has adopted the Advance Nanotech, Inc. 2008 Equity Incentive Plan (the “Plan”) under which the Company can grant options to purchase shares of the Company’s Common Stock (the “Common Stock”). We are pleased to inform you that our Board of Directors (the “Board”) has decided to grant you an option under the Plan (your “Option”).

Advance Nanotech, Inc. – ADVANCE NANOTECH, INC. 2008 EQUITY INCENTIVE PLAN (September 4th, 2008)
Advance Nanotech, Inc. – We consent to the reference in this Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-148780) of our report dated March 28, 2008 relating to the consolidated financial statements, which appears on page F-2 for the year ended December 31, 2007, and to the reference to our firm under the caption “Experts” in the Prospectus. Mendoza Berger & Company, LLP /s/ Mendoza Berger & Company, LLP Irvine, California July 14, 2008 (July 14th, 2008)
Advance Nanotech, Inc. – POWER OF ATTORNEY (July 14th, 2008)

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Lee. J. Cole and Thomas P. Finn and each of them severally, his true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform in the name of on behalf o

Advance Nanotech, Inc. – Advance Nanotech's Owlstone Subsidiary Requested to Accelerate Delivery on Contract From United States Defense Threat Reduction Agency Tuesday May 20, 8:00 am ET (May 27th, 2008)

NEW YORK, May 20 /PRNewswire-FirstCall/ -- Advance Nanotech, Inc., (OTC Bulletin Board: AVNA - News), announced today that its Owlstone Nanotech Inc. subsidiary, which in October 2007 was awarded a three year $3.7 million contract by the United States Defense Threat Reduction Agency, has received a modification accelerating its delivery of chemical sensor products. The Company anticipates booking revenues of $2.25 million from this contract in 2008, an increase in revenues of $1.4 million from the initial plan. The contract is meeting specific performance targets under the initial terms with the customer, and the proprietary Owlstone technology is meeting previously established benchmark objectives, indicating progress has been achieved.

Advance Nanotech, Inc. – SUBSCRIPTION AGREEMENT (March 31st, 2008)

This SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of December 19, 2007, 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”).

Advance Nanotech, Inc. – Contract (March 31st, 2008)

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

Advance Nanotech, Inc. – Advance Nanotech Announces Shareholder Proxy Vote Results Wednesday February 13, 8:00 am ET (February 15th, 2008)

NEW YORK, Feb. 13 /PRNewswire-FirstCall/ – Advance Nanotech, Inc., (OTC Bulletin Board: AVNA - News), a leader in next generation chemical detection systems, announced today that at a special meeting of shareholders held at Company headquarters in New York, on February 12, 2008, a proposal was approved to increase the authorized number of shares of Capital stock from 100,000,000 shares to 225,000,000 shares. Ninety-five percent of the shares present at the meeting were voted in favor of the proposal to increase the Company's authorized shares.

Advance Nanotech, Inc. – FORM OF ADVANCE NANOTECH, INC. DIRECTOR COMPENSATION AND CONFIDENTIAL INFORMATION AGREEMENT (January 28th, 2008)

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 ________________________________________.

Advance Nanotech, Inc. – ADVANCE NANOTECH SUBSIDIARY RECEIVES INCREMENTAL $3.7 MILLION CONTRACT FROM AN AGENCY OF THE UNITED STATES DEPARTMENT OF DEFENSE (November 1st, 2007)

NEW YORK - Advance Nanotech, Inc., (OTCBB: AVNA), announced today that its Owlstone Nanotech Inc., subsidiary has been awarded an incremental $3.7 million contract by an agency of the U.S. Department of Defense to provide micro-miniature products and related services for detection of chemical warfare agents, toxic industrial chemicals and trace explosive vapors. The three-year contract begins current fourth quarter 2007.

Advance Nanotech, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF THOMAS P. FINN (August 14th, 2007)

AMENDED AND RESTATED AGREEMENT (“Agreement”) dated as of August 13, 2007 by and between Advance Nanotech, Inc., a Delaware corporation (the "Company"), and Thomas Finn (the "Executive").

Advance Nanotech, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF MAGNUS R. E. GITTINS (August 14th, 2007)

AMENDED AND RESTATED AGREEMENT (“Agreement”) dated as of August 13, 2007 by and between Advance Nanotech, Inc., a Delaware corporation (the "Company"), and Magnus R. E. Gittins (the "Executive").

Advance Nanotech, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF TONY GONCALVES (August 14th, 2007)

AMENDED AND RESTATED AGREEMENT (“Agreement”) dated as of August 13, 2007 by and between Advance Nanotech, Inc., a Delaware corporation (the "Company"), and Tony Goncalves (the "Executive").

Advance Nanotech, Inc. – March 27, 2007 Directors Jano Holdings Limited International Commercial Centre, Suite F8 Main Road Casemates, Gibraltar Re: Facility Agreement, Debenture & Warrants for Advance Nanotech Dear Sirs: (March 30th, 2007)

On May 3rd 2004, JANO HOLDINGS LIMITED (“JANO”) first made available to Advance Nanotech, Inc. (the “Company”) a senior secured facility (the “Credit Facility”), pursuant to which JANO made available to the Company one or more loans in the aggregate principal amount of up to Twenty Million Dollars ($20,000,000) dollars. The Company has repaid the principal and interest outstanding on the Credit Facility.

Advance Nanotech, Inc. – March 28, 2007 FACILITY AGREEMENT between Conquistador Investments Limited as the Lender and Advance Homeland Security PLC` as the Borrower (March 30th, 2007)

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.