NanoDynamics, Inc. S-1/A

AMENDMENT NO. 2 TO FORM S-1

EX-1.1: FORM OF UNDERWRITING AGREEMENT

EX-3.2: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-4.1: SPECIMEN COMMON STOCK CERTIFICATE

EX-10.8: EMPLOYMENT AGREEMENT AS AMENDED

EX-10.9: EMPLOYMENT AGREEMENT AS AMENDED

EX-10.10: EMPLOYMENT AGREEMENT AS AMENDED

EX-10.11: CONSULTING AGREEMENT AS AMENDED

EX-10.19: EMPLOYMENT AGREEMENT

EX-10.20:: 6.0% CONVERTIBLE DEBENTURE

EX-10.21: INVESTOR RIGHTS AGREEMENT

EX-10.22: LIMITED LIABILITY COMPANY AGREEMENT

EX-10.23: INTELLECTUAL PROPERTY LICENSE AGREEMENT

EX-10.24: STV LICENSE AGREEMENT

EX-10.25: SERVICES AGREEMENT

EX-10.26: MASTER DEVELOPMENT AGREEMENT

EX-10.27: PURCHASE AGREEMENT

EX-21.1: SUBSIDIARIES

EX-23.2: CONSENT OF DELOITTE & TOUCHE LLP

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