Exhibit 10.21
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY
STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY JURISDICTION. THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO
THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT TO A
PERSON THAT IS NOT A U.S. PERSON WHO AGREES TO RESTRICTIONS ON RESALE THAT ARE
CONSISTENT WITH THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT,
(C) FOLLOWING THE DISTRIBUTION COMPLIANCE PERIOD REQUIRED UNDER RULE 903 OF
REGULATION S UNDER THE SECURITIES ACT, IN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSONS IN THE UNITED STATES PURSUANT TO
AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS IN A TRANSACTION THAT IS EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR OTHER REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, OR
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, AND THE HOLDER HAS, PRIOR
TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED
STANDING, OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, REASONABLY
SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U. S.
SECURITIES ACT.
API NANOTRONICS CORP.
NOTE
SECURED CONVERTIBLE PROMISSORY NOTE
USD $
June 23, 2009
FOR VALUE RECEIVED, the undersigned, API NANOTRONICS CORP. (the "Company"), a
Delaware corporation, hereby promises to pay to the order of
or
registered assigns ("Holder"), the principal sum of
dollars
($
) (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 $ means United States dollars.
This Note is one of a series of Secured Convertible 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 or a note made by Cryptek Technologies
Inc. ("Cryptek") by the Company (this Note, together with all
such other Secured Convertible 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 of the
following events (the "Maturity Date"): (i) June 23, 2012; (ii) within ten
(10) days in the event the Company does not purchase by August 15, 2009 either
(A) all of the right, title and interest of Wachovia Bank National Association
("Wachovia") in that certain loan secured by the assets of Cryptek Technologies
Inc. (the "Cryptek Loan")