FOR VALUE RECEIVED , API Nanotronics Corp., a Delaware corporation (“ Payor ”), hereby promises to pay to the order
of Jason DeZwirek, an individual (“ Lender ”), at such place as Lender may designate, in lawful money of the United States, the
principal amount of Four Million and 00/100 Dollars ($4,000,000.00) (or such lesser amounts as may be outstanding from time to
time under this Note), together with interest thereon calculated from the date hereof in accordance with the provisions of this
hereof in accordance with the provisions of this Note.
1.1 “ Financing Documents ” means this Note, any Security Agreement, and all related documents contemplated thereby.
1.2 “ Note ” means this Note as originally executed or if later amended, modified, supplemented or replaced then, as so
amended, modified, supplemented or replaced.
1.3 “ Note Obligations ” means all principal, interest (including interest which accrues after the commencement of any case
or proceeding in bankruptcy of Payor), fees, charges, expenses, counsel fees and any other sum chargeable to Payor pursuant
to the terms of this Note.
1.4 “ Security Agreement ” means any security agreement that may be entered into between Lender and Payor or Lender
and any of Payor’s Subsidiaries from time to time pursuant to the terms of this Note.
1.5 “ Subsidiaries ” means any direct or indirect subsidiaries of Payor including without limitation API Nanotronics Sub,
Inc., API Nanofabrication and Research Corp., API Electronics Group Corp., API Electronics, Inc., Filtran Limited, Filtran, Inc.,
Keytronics Inc., TM Systems II, Inc., National Hybrid, Inc. and Pace Technology, Inc.
1.6 “ Change of Control ” means (i) in any one or a series of related transactions, the sale of Payor to an independent third
party or group of independent third parties (i.e. persons not previously affiliated with Payor) pursuant to which such party or
parties acquire (A) whether by merger, consolidation or sale or transfer of P