0001206774-10-001326 Sample Contracts

DEBT CONVERSION AGREEMENT
Guaranty Agreement • May 25th, 2010 • Advanced Photonix Inc • Semiconductors & related devices • Michigan

This Debt Conversion Agreement (this “Agreement”) is entered into as of May 12, 2010 (the “Signing Date”) by and among Picometrix, LLC, a Delaware limited liability company whose address is 2925 Boardwalk Drive, Ann Arbor, Michigan 48104 (the “Company”), Advanced Photonix, Inc., a Delaware corporation, whose address is 2925 Boardwalk Drive, Ann Arbor, Michigan 48104 (“API”), the Michigan Economic Development Corporation, a public body corporate, whose address is 300 North Washington Square, Lansing, Michigan 48913 (the “MEDC”) and the Michigan Strategic Fund, a public body corporate and politic within the Department of Treasury of the State of Michigan, whose address is 300 North Washington Square, Lansing, Michigan 48913 (the “MSF”). The Company, API, MEDC and the MSF may be referred to individually as “Party” or collectively as “Parties.”

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DEBT CONVERSION AGREEMENT
Guaranty Agreement • May 25th, 2010 • Advanced Photonix Inc • Semiconductors & related devices • Michigan

This Debt Conversion Agreement (this “Agreement”) is entered into as of May 12, 2010 (the “Signing Date”) by and among Picometrix, LLC (formerly known as Picotronix, Inc. doing business as Picometrix, Inc.), a Delaware limited liability company whose address is 2925 Boardwalk Drive, Ann Arbor, Michigan 48104 (the “Company”), Advanced Photonix, Inc., a Delaware corporation, whose address is 2925 Boardwalk Drive, Ann Arbor, Michigan 48104 (“API”), and the Michigan Economic Development Corporation, a public body corporate, whose address is 300 North Washington Square, Lansing, Michigan 48913 (the “MEDC”). The Company, API and the MEDC may be referred to individually as “Party” or collectively as “Parties.”

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