0001206774-10-002526 Sample Contracts

ANNEX C
Security Agreement • December 2nd, 2010 • Advanced Photonix Inc • Semiconductors & related devices • Michigan

FIFTH AMENDMENT (the “AMENDMENT”) dated November 29, 2010 by and between ADVANCED PHOTONIX, INC., a Delaware corporation (the “COMPANY”) and ROBIN F. RISSER, an individual, to a certain SECURED PROMISSORY NOTE held by ROBIN F. RISSER (the “HOLDER”) and dated as of May 2, 2005, as amended by the Amendment dated May 1, 2008, the Second Amendment dated November 26, 2008, the Third Amendment dated April 1, 2009 and the Fourth Amendment dated November 30, 2009 (as amended, the “Note”). Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to them in the Note.

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 2nd, 2010 • Advanced Photonix Inc • Semiconductors & related devices • Delaware

This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 29, 2010, by and among Advanced Photonix, Inc., a Delaware corporation (the “Company”), Robin F. Risser (“Risser”) and Steve Williamson (“Williamson” and together with Risser, the “Investors” and each an “Investor”).

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • December 2nd, 2010 • Advanced Photonix Inc • Semiconductors & related devices

This Fourth Amendment (“Amendment”) dated as of November 30, 2010, by and between The PrivateBank and Trust Company (“Lender”) and Advanced Photonix, Inc. (“Borrower”).

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