Exhibit 10.1


 





VOTING AND CONVERSION AGREEMENT


 


This VOTING AND CONVERSION AGREEMENT, dated as of this 10th day
of March 2014, (the “Agreement” ), by and among NanoHolding Inc., a Delaware corporation (“Nano”),
and each of the shareholders and other security holders of APNT identified on the signature pages hereto (each, a “Sponsor,”
and collectively the “Sponsors” ). All capitalized terms used but not defined in this Agreement shall
have the meanings ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS, Applied Nanotech Holdings, Inc., a Texas corporation (“APNT”),
PEN Inc., NanoMerger Sub Inc., Nano and Carl Zeiss, Inc. are entering into an Agreement and Plan of Merger and Exchange of even
date (the “Merger Agreement”) that provides for the redomestication of APNT into PEN a Delaware corporation
and for the merger of NanoMerger Sub Inc. into Nanofilm; and


 


WHEREAS, in order to induce Nano to enter into the Merger Agreement
and as condition to close as provided for therein, Nano and the Sponsors have agreed to enter into this Agreement.


 


NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly
and mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:


 


	1. 	REPRESENTATIONS AND WARRANTIES.


 


Each of the parties hereto, by their respective execution and delivery
of this Agreement, hereby represents and warrants to the other party hereto that:


 


(a) such party has the full right, capacity and authority to
enter into, deliver and perform this Agreement;


 


(b) this Agreement has been duly executed and delivered by
such party and is a binding and enforceable obligation of such party, enforceable against such party in accordance with the terms
of this Agreement; and


 


(c) the execution, delivery and performance of such party’s
obligations under this Agreement will not require such party to obtain the consent, waiver or approval of any Person and will not
violate, result in a breach of, or constitute a default under any statute, regulation, agreement, judgment, consent, or decree
by which such party is bound.


 


	2. 	SHARES SUBJECT TO AGREEMENT


 


Each Sponsor, severally and not jointly, agrees to vote all of his,
her or its voting shares of APNT then owned by such Sponsor, whether now owned or hereafter acquired (hereafter referred to as
the “Voting Shares” ), in accordance with the provisions of this Agreement.


 











	3. 	OBLIGATIONS TO VOTE VOTING SHARES FOR APPROVAL OF THE MERGER AGREEMENT


 


At any annual or special meeting called, or in connection with any
other action (including the execution of written consents) taken for the purpose of approving the Merger Agreement, the Redomestication
Merger, the Nano Merger and any of the transaction or matter contemplated by the Merger Agreement (the “Merger Events”
), each of the Sponsors agrees to:




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(i) vote in favor of the adoption and approval of the Merger Agreement
and the Merger Events;


 


(ii) vote against any proposal made in opposition to, or in competition
with, the Merger Agreement and the Merger Events; and


 


(c) vote against any other action that is intended, or would
reasonably be expected to, unreasonably impede, interfere with, delay, postpone, discourage or adversely affect the Merger Agreement
and the Merger Events.


 


	4. 	COVENANT TO VOTE


 


Each Sponsor shall appear in person or by proxy at any annual or
special meeting of shareholders of the APNT for the purpose of obtaining a quorum and shall vote all Voting Shares owned by such
Sponsor, either in person or by proxy, at any annual or special meeting of shareholders of the APNT called for the purpose of voting
on and approving the transactions contemplated by the Merger Agreement. In addition, each Sponsor shall appear in person or proxy
at any annual or special meeting of shareholders of the APNT for the purpose of obtaining a quorum and shall vote, or shall execute
and deliver a written consent with respect to, all Voting Shares owned by such Sponsor, entitled to vote upon any other matter
submitted to a vote of shareholders of the APNT in a manner so as to be consistent and not in conflict with, and to implement,
the terms of this Agreement.


 


	5. 	ADDITIONAL SHARES


 


If, after the effective date hereof, the Sponsors or any of their
affiliates acquire beneficial or record ownership of any additional shares of the APNT (any such shares, “Additional
Shares” ), including, without limitation, upon conversion of any debt or other obligation of APNT into its common
stock, exercise of any option, warrant or right to acquire shares of the APNT or through any stock dividend or stock split, the
provisions of this Agreement shall thereafter be applicable to such Additional Shares as if such Additional Shares had been held
by the Sponsors as of the effective date hereof. The provisions of the immediately preceding sentence shall be effective with respect
to Additional Shares without action by any person or entity immediately upon the acquisition by the Sponsors of the beneficial
ownership of the Additional Shares. The Sponsors shall require any affiliate that acquires Voting Shares or Additional Shares to
vote as the Sponsor is required to vote under this Agreement and shall use reasonable efforts to cause any affiliate that acquires
Additional Shares to enter into a written joinder to this Agreement substantially in the form attached hereto as Exhibit A.


 


	6. 	TRANSFER RESTRICTIONS


 


Each Sponsor agrees that he, she or it shall not transfer any Voting
Shares unless he, she or it shall cause any transferee who acquires such shares to execute and deliver a joinder substantially
in the form of Exhibit A hereto to the APNT. Each certificate, if any, representing any shares of the APNT held by
either party shall be endorsed with a legend reading substantially as follows:


 


“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT
(A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON
ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”


 




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	7. 	CONVERSION OF ACCRUED COMPENSATION


 
 


(a) Each of the Sponsors listed on the Signature
Page to this Agreement hereby acknowledge that APNT owes him, or in the case of Sichuan Anxian Yinhee Chemical and Construction
Company (“SAYCC”), its representative, certain accrued compensation related to services rendered as a director as
of the date hereof in an amount set forth beneath their respective names on the Signature Page to this Agreement (the “Accrued
Compensation”). Shareholder acknowledges that no other compensation, stock awards, vacation pay, sick pay or any
other money is currently owed to Sponsor related to service as a Director other than (i) out-of-pocket expenses reimbursable to
such Sponsor under expense reimbursement policies previously approved by the Board of Directors of APNT, and (ii) for those Directors
who served on the Merger Committee the one-time fee that will be paid in stock if and when the closing occurs under the Merger
Agreement. Sponsor agrees additional compensation for service as a director will accrue after the date of this Agreement based
on the fee schedule attached as Annex A.







 


(b) Immediately prior to the Nano Merger as defined in the Merger
Agreement the Accrued Compensation plus compensation for service as a Director earned after the date hereof until the day of the
Redomestication Merger will automatically be converted into shares of PEN’s Class A Common Stock (the “Class
A Common Stock”) at the Conversion Price. The number of shares of the Class A Common Stock to be issued to the representative
of SAYCC and to each individual Sponsor upon conversion shall be determined by dividing (x) the amount due to the Sponsor (or its
representative) by (y) the Conversion Price. The “Conversion Price” shall be equal to $0.05 per share.


 


(c) The obligations of the Sponsors under Section 7(a) and to convert
their Accrued Compensation into shares of PEN as provided for in this Section 7 is contingent upon the Closing under the Merger
Agreement and in the event the Closing under the Merger Agreement does not occur or such agreement is terminated through no fault
of APNT, Sponsor shall have no obligation under this Section 7.


 


	8. 	TERMINATION


 


This Agreement shall commence on the date hereof and continue in
force and effect until the earlier of (i)  the Closing Date of the Merger Agreement, or (ii) the End Date as provided
for in the Merger Agreement. Upon the termination of this Agreement, except as otherwise set forth herein, the restrictions and
obligations set forth herein shall terminate and be of no further effect, except that such termination shall not affect rights
perfected or obligations incurred under this Agreement prior to such termination.


 


	9. 	GENERAL PROVISIONS


 


(a) Notices. Unless otherwise provided herein, all notices,
requests, waivers and other communications made pursuant to this Agreement will be in writing and will be given in accordance with
the notice provisions of the Merger Agreement.


 


(b) Enforceability; Severability. The parties hereto
agree that each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
law. If one or more provisions of this Agreement are nevertheless held to be prohibited, invalid or unenforceable under applicable
law, such provision will be effective to the fullest extent possible excluding the terms affected by such prohibition, invalidity
or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. If the
prohibition, invalidity or unenforceability referred to in the prior sentence requires such provision to be excluded from this
Agreement in its entirety, the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable
in accordance with its terms.




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(c) Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof.


 


(d) Equitable Relief. The parties hereto recognize that,
if such party fails to perform or discharge any of its obligations under this Agreement, any remedy at law may prove to be inadequate
relief to the other parties. Each party hereto therefore agrees that the other parties are entitled to seek temporary and permanent
injunctive relief and any other equitable remedy a court of competent jurisdiction may deem appropriate in any such case.


 


(e) Manner of Voting. The voting of shares pursuant
to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.


 


(f) Governing Law. This Agreement shall be construed
in accordance with, and governed in all respects by, the laws of the State of Delaware.


 


(g) Delays or Omissions. No delay or omission to exercise
any right, power or remedy accruing to any party under this Agreement, or upon any breach or default of any other party under this
Agreement, will impair any such right, power or remedy of such non-breaching or non-defaulting party nor will it be construed to
be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring;
nor will any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any provisions or conditions
of this Agreement, must be in writing and will be effective only to the extent specifically set forth in such writing. Except as
otherwise set forth herein, all remedies, either under this Agreement or by Law or otherwise afforded to any party, will be cumulative
and not alternative.


 


(h) Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.


 


(i) Amendments. Any term of this Agreement may be amended
only with the written consent of the parties hereto.


 


(j) Controlling Agreement. To the extent the terms of
this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision
in the Merger Agreement, the terms of this Agreement shall control.


 


[Signatures begin on next page.]




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IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


NANOHOLDING INC.


 


 


By: /s/ Scott E Rickert


Name:Scott E Rickert


Title: President


 


SPONSORS


	 	SICHUAN ANXIAN YINHEE CHEMICAL AND CONSTRUCTION COMPANY
	 	 	 
	 	 	 
	 		By:_____________________________________
	 	 	Its:
	 	 	Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 78758
	 	 	
        Facsimile:  (512) 339 – 5021

         

        Its representative: David (Xin) Li

         

        __________

        



        Xin Li

        Address: 

        Facsimile: 

        Accrued Compensation: $36,667

         

        /s/ Doug Baker

        Doug Baker

         

        Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 78758 

        Facsimile: (512) 339 – 5021

        Accrued Compensation: none

         

        /s/ Paul Rocheleau

        Paul Rocheleau

         

        Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 78758 

        Facsimile: (512) 339 – 5021

        Accrued Compensation: $26,335

         

        /s/Robert Ronstadt

        Robert Ronstadt

         

        Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 78758

        Facsimile: (512) 339 – 5021

        Accrued Compensation: $54,977

         

         



 


 



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	 	 	/s/ Howard Westerman

        Howard Westerman

         

        Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 7875

        Facsimile: (512) 339 – 5021

        Accrued Compensation: $26,335

         

        /s/Zvi Yaniv

        Zvi Yaniv

         

        Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 7875

        Facsimile: (512) 339 – 5021

        Accrued Compensation: none

         

        /s/ Ronald Berman

        Ronald Berman

         

        Address: 3006 Longhorn Blvd. Suite 107, Austin, TX 7875

        Facsimile: (512) 339 – 5021

        Accrued Compensation: $32,927









 


 


 


 


 


 


 




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Exhibit A


 


Joinder to Voting Agreement


 


By execution of this Joinder, the undersigned (the “Sponsor”)
hereby joins in, agrees to become a party to, be bound by, and subject to, all of the covenants, terms and conditions of that certain
Voting Agreement, dated as of March 10, 2014 (as the same may be amended, supplemented or otherwise modified from time to time,
the “Voting Agreement”), by and among [________________], a ______ company, and certain of its shareholders in the
same manner as if the Sponsor were an original signatory to such Voting Agreement.


 


The Sponsor shall have all the rights, and shall observe all the
obligations, applicable to a Sponsor under the Voting Agreement.


 


The Sponsor represents and warrants that he/she/it has received
a copy of, and has reviewed the terms of, the Voting Agreement.


 


All questions concerning the construction, validity and interpretation
of this Joinder will be governed by and construed in accordance with the internal laws of the state of Delaware.


 


IN WITNESS WHEREOF, the Sponsor has executed this Joinder
as of this ____ day of _____ , ____ .


 


SHAREHOLDER


 


with copies to:


 


 



	 	 	 
	
 

	By: 

         
	 

         

         



 



Address for


Notices:


 




 


 


 


 






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