0001144204-08-003861 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 24th, 2008 • Nanosensors Inc • Measuring & controlling devices, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 16, 2008, by and between NANOSENSORS, INC., a Nevada corporation (the “Company”), and the Securityholders of the Company who have signed the signature pages hereto (the “Securityholders”).

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THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3
Nanosensors Inc • January 24th, 2008 • Measuring & controlling devices, nec • New York

For good and valuable consideration, the receipt of which is hereby acknowledged by NANOSENSORS, INC., a Nevada corporation (the “Company”),

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 24th, 2008 • Nanosensors Inc • Measuring & controlling devices, nec

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment’) by and among NANOSENSORS, INC., a Nevada corporation (“Buyer”), CUCHULAINN ACQUISITION, INC., a Panamanian corporation and wholly-owned subsidiary of Buyer (“Merger Sub”) and CUCHULAINN HOLDINGS INC., a Panamanian corporation (the “Seller”). Buyer, Merger Sub and Seller are sometimes referred to individually as a “Party” and collectively herein as the “Parties”.

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