Shrink Nanotechnologies, Inc. Sample Contracts

LOCK-UP AND LEAK-OUT AGREEMENT
Lock-Up and Leak-Out Agreement • September 5th, 2007 • Audio Stocks, Inc. • Finance services • Delaware

THIS LOCK-UP AND LEAK-OUT AGREEMENT (the “Agreement”) is entered into and effective as of August 24, 2007 (the “Effective Date”) by and between AudioStocks, Inc., a Nevada corporation (the “Company”) and Luis J. Leung, a shareholder of the Company (the “Shareholder”).

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SETTLEMENT AGREEMENT
Settlement Agreement • April 14th, 2009 • Audio Stocks, Inc. • Finance services • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2008 (the “Effective Date”) by and between AudioStocks, Inc. (the “Company”) and Matthew Luchak (the “Contractor”). The Company and Contractor may be individually referred to herein as a “Party” and collectively as the “Parties.”

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CONSULTING AGREEMENT
Consulting Agreement • May 24th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Consulting Agreement (the “Agreement”) is made as of this 4th day of January 2010, between Shrink Nanotechnologies, Inc., a Delaware corporation (the "Company"), and Justin Heit (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

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SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 22nd, 2011 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • Nevada

This Share Exchange Agreement (the “Agreement”), is made and entered into as of June 3, 2011 by and among Blackbox Semiconductor, Inc., f/k/a/ Visitrade, Inc., a Nevada corporation as purchaser (“Buyer”) and Shrink Nanotechnologies, Inc., a Delaware corporation as seller (the “Seller”) of all of the ownership interests and right and title to BlackBox Semiconductor, Inc., a Delaware corporation and wholly owned subsidiary of Seller (“Blackbox”) (Buyer, and Seller are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”).

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RESEARCH AGREEMENT NO. STI-50121
Research Agreement • November 29th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This agreement (“Agreement”) is entered into this 14th day of September 2010, by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, on behalf of its Irvine campus ("University") and Shrink Technologies, Inc., a California corporation, with offices at 2038 Corte Del Nogal, Suite 110, Carlsbad, CA 92011 ("Sponsor"). University and Sponsor shall be collectively referred to as the Parties and agree as follows:

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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Scientific Advisory Board • August 16th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Scientific Advisory Board Consulting Agreement (the “Agreement”) is made as of this 1st day of March, 2009, between Shrink Technologies, Inc., a California corporation (the "Company"), and Dr. Sayantani Ghosh (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

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CONSULTING AGREEMENT
Consulting Agreement • May 24th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Consulting Agreement (the “Agreement”) is made as of this 23rd day of April 2010, between Shrink Nanotechnologies, Inc., a Delaware corporation (the "Company"), and Bruce Peterson (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

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LICENSE AGREEMENT between UNIVERSITY OF CHICAGO and BLACKBOX SEMICONDUCTOR, INC.
License Agreement • December 21st, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • Illinois

THIS LICENSE AGREEMENT (this “Agreement”) dated as of November 30, 2010 (the “Effective Date”), is entered into between University of Chicago, an Illinois not-for-profit corporation (“Chicago”) and BlackBox Semiconductor, Inc., a Delaware corporation (“Company”). Each hereunder may be referred to separately as the “Party” or together as the “Parties”.

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OPERATING AGREEMENT
Operating Agreement • November 19th, 2009 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This First Amended Operating Agreement (the “Agreement”), is made on October 1, 2009 (the “Effective Date”) between Shrink Nanotechnologies, Inc., a Delaware corporation, (hereinafter referred to as the “Company”) and BCGU, LLC, a Nevada limited liability company (the “Consultant”).

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LEASE AGREEMENT: TechPortal
Lease Agreement • October 18th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

THIS LEASE AGREEMENT (“Lease”), dated November 1, 2010, is by and between The Regents of the University of California (“University”), and Shrink Nanotechnologies Inc (“Tenant”).

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­­­SPONSORED RESEARCH AGREEMENT
Exclusive License Agreement • May 7th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

THIS SPONSORED RESEARCH AGREEMENT (“Agreement”) is entered into on May 1, 2010 (the “Effective Date”) by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, on behalf of its Irvine campus ("UCI") and Shrink Technologies, Inc., a California Corporation, with an office at 2038 Corte Del Nogal, Suite 110, Carlsbad, CA 92011, (“Sponsor”).

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Second Amended License Consent Agreement
Second Amended License Consent Agreement • April 14th, 2009 • Audio Stocks, Inc. • Finance services • California

This Second Amended License Consent Agreement (“Agreement”) is entered into between the following “Parties:” (i) BCGU, LLC, a Delaware limited liability company (“BCGU”); and (ii) AudioStocks, Inc. a Delaware corporation (“AUIO”).

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RESEARCH AGREEMENT
Research Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

THIS RESEARCH AGREEMENT (“Agreement”) is entered into on June ___, 2008 (the “Effective Date”) by and between SHRINK Technologies, Inc. a California Corporation, with an office at 2038 Corte Del Nogal, Suite 110, Carlsbad, CA 92011, (“Sponsor”) and The Regents of the University of California, a California public corporation, acting on behalf of the University of California, Merced (“UCM”) and having a place of business at 5200 N. Lake Road, Merced, CA 95343.

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SECOND AMENDMED OPERATING AGREEMENT
Second Amendmed Operating Agreement • March 23rd, 2011 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Second Amended Operating Agreement (the “Agreement”), is made on January 31, 2011 (the “Effective Date”) between Shrink Nanotechnologies, Inc., a Delaware corporation, (hereinafter referred to as the “Company”) and BCGU, LLC, a Nevada limited liability company (the “Consultant”).

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CONSULTING AGREEMENT
Consulting Agreement • November 29th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Consulting Agreement (the “Agreement”) is made as of this 1st day of June 2010, between Shrink Nanotechnologies, Inc., a Delaware corporation (the "Company"), and Equire, LLC, a Kentucky limited liability company (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are each a “Party” and shall collectively be referred to herein as the “Parties.”

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SETTLEMENT AGREEMENT
Settlement Agreement • November 19th, 2008 • Audio Stocks, Inc. • Finance services • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2008 (the “Effective Date”) by and between: (i) AudioStocks, Inc. (the “Company”); (ii) David F. Rubin (the “Noteholder”); and (iii) DAO Information Systems, LLC (“DAO”). The Company, the Noteholder and DAO may be individually referred to herein as a “Party” and collectively as the “Parties.”

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CONSULTING AGREEMENT
Consulting Agreement • May 24th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Consulting Agreement (the “Agreement”) is made as of this 4th day of January 2010, between Shrink Nanotechnologies, Inc., a Delaware corporation (the "Company"), and OTC Investor Source, Inc. (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

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Micro/Nano Fluidics Fundamentals Focus Center (“UCI/MF3”) CONSORTIUM AGREEMENT
Fluidics Fundamentals Focus Center • May 7th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices

This agreement is made effective on the 1st day of June 2010 (“Effective Date”) among the Academic Partners and Sponsors of the Micro/Nano Fluidics Fundamentals Focus MF3 Center (“Consortium”), and supersedes and replaces the Consortium Agreement entered into on the 30th day of September 2006.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 19th, 2008 • Audio Stocks, Inc. • Finance services • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered on September 30, 2008 (the “Effective Date”) between (i) AudioStocks, Inc., a Delaware corporation (the “Seller”), and (ii) DAO Information Systems, LLC, a Delaware limited liability company (the “Parent”) and its wholly owned subsidiary, DAO Information Systems, Inc., a Delaware corporation (the “Subsidiary” and collectively with the Parent, the “Buyer”); and (iii) Luis J. Leung, an individual. The Seller and the Buyer may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

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AMENDMENT 2 TO RESEARCH AGREEMENT NO. STI-50121
Research Agreement • March 18th, 2011 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices

THIS AMENDMENT to Research Agreement No. STI-50121 (hereinafter referred to as the “Agreement”) by and between Shrink Technologies B, Inc., a corporation with a place of business at 2038 Corte Del Nogal, Suite 110, Carlsbad, CA 92011 and The Regents of the University of California, on behalf of its Irvine campus, a California Corporation with a place of business at 5171 California Ave., Suite 150, Irvine, CA 92697-7600 is entered into effective as of February 23, 2010.

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SETTLEMENT AGREEMENT
Settlement Agreement • November 19th, 2008 • Audio Stocks, Inc. • Finance services • California

THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of September 30, 2008 (the “Effective Date”) by and between AudioStocks, Inc. (the “Company”) and Luis J. Leung, an individual (collectively the “Employee”). The Company and Employee may be individually referred to herein as a “Party” and collectively as the “Parties.”

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STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This Stock Exchange Agreement (the “Agreement”) dated as of May 29, 2009, by and between Shrink Nanotechnologies, Inc. a Delaware corporation (“SHRINK”) and Marshall Khine, an individual (“Khine”). SHRINK and Khine are each hereinafter referred to individually as a “party” and collectively as the “parties.”

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EXCLUSIVE LICENSE AGREEMENT for PROCESSES FOR MICROFLUIDIC FABRICATION AND OTHER INVENTIONS
License Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This license agreement ("Agreement") is made effective this ______ day of ______________________, 2009 ("Effective Date"), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 ("The Regents") and Shrink Technologies, Inc., a California corporation, having a principal place of business at 2038 Corte Del Nogal, suite 110, Carlsbad, California 92011 ("Licensee").

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First Amended LICENSING CONSENT AGREEMENT
First Amended • January 21st, 2009 • Audio Stocks, Inc. • Finance services

THIS First Amended LICENSING CONSENT AGREEMENT, dated as of November 25, 2008 (the “Agreement”) is made and entered into by and between: (i) BCGU, LLC (the “Holder”); (ii) AudioStocks, Inc. (the “Assignor”); and (iii) DAO Information Systems, LLC, a Delaware limited liability company and its subsidiary, DAO Information Systems, Inc. (collectively, the “Assignee”). The Holder, Assignor and Assignee may be referred to individually as a “Party” and collectively as the “Parties.”

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NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

THIS AGREEMENT (the “Agreement”) is effective as of May 29, 2009 (the “Effective Date”) by and between Shrink Nanotechnologies, Inc., a Delaware corporation f/k/a AudioStocks, Inc. (the “Company”) and Noctua Fund LP (“Noctua”). The Company and Noctua may be individually referred to herein as a “Party” and collectively as the “Parties.”

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OFFICE SPACE SUBLEASE
Office Space Sublease • June 5th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This office space sublease (the “Sublease”) is made between Shrink Technologies, Inc., a California corporation (“Tenant”) and Business Consulting Group Unlimited, Inc. (“Sublessor”).

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DEVELOPMENT AND COOPERATION AGREEMENT
Development and Cooperation Agreement • May 9th, 2011 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • New York

This Development and Cooperation Agreement (“Agreement”) is made and entered into as of the last date of signature hereunder (the “Effective Date”) by and between SONY DADC Austria AG with its principal place of business at Sonystrasse 20, A-5081 Anif, Austria (“SONY”), and Shrink Nanotechnologies, Inc., a corporation having offices at 2038 Corte del Nogal, Suite 110, Carlsbad, CA 92011, United States of America (“SNT”), each a “Party” and together the “Parties”.

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STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • April 14th, 2009 • Audio Stocks, Inc. • Finance services • California

This Stock Exchange Agreement (the “Agreement”) dated as of January 15, 2009, by and between AudioStocks, Inc. a Delaware corporation (“AUDIO”) and BCGU LLC (“BCGU”). AUDIO and BCGU are each hereinafter referred to individually as a “party” and collectively as the “parties.”

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Heiner Dreismann Shrink Nanotechnologies, Inc. Carlsbad, California 92011 Re: Acquisition of BlackBox Semiconductor, Inc. and Related Intellectual Property Gentlemen:
Shrink Nanotechnologies, Inc. • April 19th, 2011 • Semiconductors & related devices

This letter agreement is intended to memorialize the terms of the proposed acquisition (the “Acquisition”) by Visitrade Inc. as acquirer (“Purchaser”) from Shrink Nanotechnologies, Inc., a Delaware corporation as seller (the “Seller”), of all of Seller’s interest in its wholly owned subsidiary, BlackBox Semiconductor, Inc., a Delaware corporation (“BlackBox”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of _____________________________ _____, 2010 by and between Shrink Nanotechnologies, Inc., a Delaware corporation (the “Company” or “Borrower”) and the subscribers identified herein and on the signature pages hereto (each a “Subscriber” and collectively the "Subscribers").

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CONSULTING AGREEMENT
Consulting Agreement • May 24th, 2010 • Shrink Nanotechnologies, Inc. • Semiconductors & related devices • California

This Consulting Agreement (the “Agreement”) is made as of this 1ST day of March 2010, between Shrink Nanotechnologies, Inc., a Delaware corporation (the "Company"), and Andrew Boll (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

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LICENSING CONSENT AGREEMENT
Licensing Consent Agreement • January 21st, 2009 • Audio Stocks, Inc. • Finance services • California

THIS LICENSING CONSENT AGREEMENT, dated as of September 30, 2008 (the “Agreement”) is made and entered into by and between: (i) BCGU, LLC (the “Holder”); (ii) AudioStocks, Inc. (the “Assignor”); and (iii) DAO Information Systems, LLC, a Delaware limited liability company and its subsidiary, DAO Information Systems, Inc. (collectively, the “Assignee”). The Holder, Assignor and Assignee may be referred to individually as a “Party” and collectively as the “Parties.”

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AGREEMENT
Agreement • April 14th, 2009 • Audio Stocks, Inc. • Finance services • California

THIS AGREEMENT (the “Agreement”) is effective as of October 1, 2008 (the “Effective Date”) by and between AudioStocks, Inc. (the “Company”) and Luis J. Leung, an individual (collectively the “Employee”). The Company and Employee may be individually referred to herein as a “Party” and collectively as the “Parties.”

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LABRUM CAPITAL ADVISORS, L.L.C. Carlsbad, CA 92008 Phone: (760) 707-5555 Fax: (760) 707-5556
Shrink Nanotechnologies, Inc. • November 15th, 2010 • Semiconductors & related devices • California

The purpose of this letter agreement (the “Agreement”) is to confirm and set forth the terms and conditions of Shrink Nanotechnologies, Inc.’s, a Delaware corporation (the “Company”), engagement of Labrum Capital Advisors, L.L.C., a California limited liability company (the “Advisor”) to render business and financial advisory services to the Company for the purpose of assisting the Company’s growth and development.

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BUSINESS ADVISORY BOARD CONSULTING AGREEMENT
Business Advisory Board • June 25th, 2009 • Shrink Nanotechnologies, Inc. • Finance services • California

This Business Advisory Board Consulting Agreement (the “Agreement”) is made as of this 22nd day of June, 2009, between Shrink Nanotechnologies, Inc., a Delaware corporation (the "Company"), and Heiner Dreismann (the "Consultant") and shall be effective upon execution by the Company and the Consultant (the "Effective Date"). The Company and the Consultant are collectively referred to herein as the “Parties.”

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