This Option has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and
may not be sold or transferred unless such sale or transfer is in accordance with the registration requirements of such Act and
applicable laws or some other exemption from the registration requirements of such Act and applicable laws is available with
respect thereto. This Option is also subject to the transfer restrictions set forth herein.
NON-STATUTORY INCENTIVE STOCK OPTION AGREEMENT
THIS OPTION GRANT AGREEMENT (the “Agreement”), dated as of May 30, 2008 (the “Grant Date”), is entered into
between API NANOTRONICS CORP., a Delaware corporation (the “Company”), and MARTIN MOSKOVITS (the “Option-
WHEREAS, the Option-holder is an employee of the Company;
WHEREAS, the Company desires to afford the Option-holder an opportunity to purchase shares of common stock
(“Common Stock”) in the Company as provided in this Agreement, effective as of the Grant Date; and
WHEREAS, the Board of Directors of the Company has approved the issuance of this option to Option-holder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto have agreed, and do hereby
agree, as follows:
1. Issuance .
This option is issued by the Company as of the Grant Date.
2. Grant of Option, Option Price and Term .
(a) Grant . Subject to the terms and conditions of this Agreement, the Company hereby grants to the Option-holder, as a
matter of separate agreement and not in lieu of salary or any other compensation for services, the right and option
(“Option”) to purchase five hundred thousand (500,000) shares of Common Stock of the Company (“Option Shares”). This
Option is intended to be neither an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”), nor an op