THIS OPTION AGREEMENT 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 AGREEMENT IS ALSO SUBJECT TO
THE TRANSFER RESTRICTIONS SET FORTH HEREIN.
NON-STATUTORY STOCK OPTION AGREEMENT
THIS OPTION GRANT AGREEMENT (the “Agreement”), dated as of July 2, 2007 (the “Grant Date”), is entered into
between API NANOTRONICS CORP., a Delaware corporation (the “Company”), and JONATHAN POLLACK (the “Option-
WHEREAS, the Option-holder is a director 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 pursuant to
the API Nanotronics Corp. 2006 Equity Incentive Plan (the “Plan”); and
WHEREAS, the Company and the Option-holder desire to reprice the Non-Statutory Stock Option Agreement, dated as of
June 20, 2007, between the Company and the 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:
This option is issued by the Company as of the Grant Date pursuant to the Plan.
Capitalized terms used herein and not defined herein shall have the meaning set forth in the Plan.
a) Grant . Subject to the terms and conditions of this Agreement, the Company hereby grants to the Option-holder, as
compensation for his services as a director of the