www.telinstrument.com 728 Garden Street, Carlstadt, N.J. 07072 Tel:(201)
933-1600 Fax:(201) 933-7340
February 22, 2010 $125,000.00
SUBORDINATED NOTE - DUE APRIL 1, 2011
FOR VALUE RECEIVED , Tel-Instrument Electronics Corp (herein called the “Company”); a corporation
duly organized and existing under the laws of New Jersey, hereby promises to pay to Mr. Harold K. Fletcher, or
successors, the principal sum of $125,000.00 on or before April 1, 2011, and to pay interest on the unpaid
balance thereof at the rate of 1% per month from the date hereof, payable on a monthly basis within fourteen (14)
days of the end of each month.
Payments of the principal and interest on this Note will be made at the principal office of the Company in such
coin or currency of the United States of America as at the time of payment thereof shall be legal tender for the
payment of public and private debts. Payments on this Note will be made either at said office or, at the option of
the Company, by good check mailed to the person in whose name this Note is registered at the address set in
Section 3(c) hereof. Demand for payment, protest, and notice of dishonor are hereby waived.
This Note is subject to the following terms and conditions:
1. Bank Subordination
1.1. Agreement to Subordinate . The indebtedness evidenced by this Note, including the principal and
interest thereon shall be subordinate to all Bank Indebtedness of the Company, whether now
outstanding or hereafter incurred, and holder of this Note, by his acceptance thereof, agrees to and
shall be bound by the provisions of this Section 1.
1.2. (a) Priority of Bank Indebtedness . No payment or prepayment shall be made by the Company,
directly or indirectly, on the Note, whether in respect of principal or intere