SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2008 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York
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”).
COMMON STOCK PURCHASE WARRANTAdvance Nanotech, Inc. • March 31st, 2008 • Measuring & controlling devices, nec • New York
ADVANCE NANOTECH, INC., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, ________________________, _____________________________________________________________, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth anniversary of the Issue Date (the “Expiration Date”), up to ____________ fully paid and nonassessable shares of Common Stock at a per share purchase price of $_____. The afore described purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for all (but not less than all) of the Warrants, temporarily or permanently. Capitalized terms used and no
SENIOR SECURED CONVERTIBLE NOTEAdvance Nanotech, Inc. • March 31st, 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:
