THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
OTHERWISE QUALIFIED UNDER ANY STATE SECURITIES LAW. THIS NOTE MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR
OTHER QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.
API TECHNOLOGIES CORP.
SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, API TECHNOLOGIES CORP. (the “Company”), a Delaware corporation, hereby
promises to pay to the order of [name of investor, a corporation or registered assigns (“Holder”), the principal sum
of (__DOCTEXT__nbsp; ) (or such lesser amounts as may be outstanding from time to time under this Note) on the
Maturity Date, as defined in Section 1 below. Unless otherwise set forth herein, all references to __DOCTEXT__nbsp;means United States dollars.
This Note is one of a series of Secured Promissory Notes made of even date herewith or that may be made after the date
hereof in each case by the Company to evidence the Company’s indebtedness in connection with a transaction relating to the
purchase of the assets of Kuchera Defense Systems, Inc., KII Inc. and Kuchera Industries LLC (collectively “Kuchera”) by the
Company and certain of its subsidiaries (collectively, the “Buyers”) (this Note, together with all such other Secured Promissory
Notes as may be outstanding from time to time, the “Notes”).
1. Maturity . This Note shall be due and payable upon the earlier to occur (the “Maturity Date”) of: (i) March 8, 2010, in the
event the Buyers do not purchase substantially all of the assets of Kuchera from Kuchera by February 26, 2010, and (b) January
 , 2013.
2. Interest . Interest shall accrue on the unpaid principal balance hereof and on any interest payment that is not made when
due at the rate