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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Delaware | 33-0325826 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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NYSE MKT: API
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Large accelerated filer o
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Accelerated filer o
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| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
| ADVANCED PHOTONIX, INC. | |||
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Date: July 11, 2014
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By: |
/s/ Richard Kurtz
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| Richard Kurtz | |||
| Chief Executive Officer and President | |||
| Date: July 11, 2014 | By: | /s/ Jeff Anderson | |
| Jeff Anderson | |||
| Chief Financial Officer | |||
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Exhibit
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Number
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Description
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3.1
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Certificate of Incorporation of the Registrant, as amended - incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, filed on November 23, 1990
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3.1.1
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Amendment to Certificate of Incorporation of the Registrant, dated September 9, 1992 - incorporated by reference to the Registrant's March 31, 1996 Annual Report on Form 10-K
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3.1.2
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Amendment to Certificate of Incorporation of the Registrant, dated October 29, 1992 - incorporated by reference to the Registrant's March 31, 1996 Annual Report on Form 10-K
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3.1.3
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Amendment to Certificate of Incorporation of the Registrant, dated August 22, 2008 - incorporated by reference to Exhibit 3.1.3 to the Registrant's August 16, 2010 Quarterly Report on Form 10-Q
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3.2
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By-laws of the Registrant, as amended October 16, 2012 - incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K, filed on October 18, 2012
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10.1
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Form of Indemnification Agreement provided to Directors and Principal Officers of Advanced Photonix, Inc. - incorporated by reference to Exhibit 10.15 to the Registrant's December 28, 1997 Quarterly Report on Form 10-Q
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10.2
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Employment Agreement dated August 19, 2011 between Advanced Photonix, Inc. and Jeffrey Anderson - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on August 19, 2011
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10.3
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Amendment 1 dated February 28, 2013 to Employment Agreement dated August 19, 2011 between Advanced Photonix, Inc. and Jeffrey Anderson - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on March 7, 2013
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10.4
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Second Amendment entered into as of March 6, 2014 to Employment Agreement between Advanced Photonix, Inc. and Jeffrey Anderson - incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K, filed on March 7, 2014
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10.5
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Employment Agreement dated August 19, 2011, between Advanced Photonix, Inc. and Richard Kurtz - incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, filed on August 19, 2011
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10.6
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Amendment 1 dated February 28, 2013 to Employment Agreement dated August 19, 2011 between Advanced Photonix, Inc. and Richard D. Kurtz - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on March 7, 2013
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10.7
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Second Amendment entered into as of March 6, 2014 to Employment Agreement between Advanced Photonix, Inc. and Richard D. Kurtz - incorporated by reference to Exhibit 10.5 of the Registrant's Form 8-K, filed on March 7, 2014
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10.8
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Employment Agreement dated August 19, 2011, between Advanced Photonix, Inc. and Robin Risser - incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K, filed on August 19, 2011
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10.9
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Amendment 1 dated February 28, 2013 to Employment Agreement dated August 19, 2011 between Advanced Photonix, Inc. and Robin Risser - incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K, filed on March 7, 2013
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10.10
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Second Amendment entered into as of March 6, 2014 to Employment Agreement between Advanced Photonix, Inc. and Robin Risser - incorporated by reference to Exhibit 10.6 of the Registrant's Form 8-K, filed on March 7, 2014
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10.11
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Employment Agreement dated August 19, 2011, between Advanced Photonix, Inc. and Steve Williamson - incorporated by reference to Exhibit 10.4 to the Registrant's Form 8-K, filed on August 19, 2011
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10.12
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Amendment 1 dated February 28, 2013 to Employment Agreement dated August 19, 2011 between Advanced Photonix, Inc. and Steve Williamson - incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K, filed on March 7, 2013
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10.13
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Second Amendment entered into as of March 6, 2014 to Employment Agreement between Advanced Photonix, Inc. and Steve Williamson - incorporated by reference to Exhibit 10.7 of the Registrant's Form 8-K, filed on March 7, 2014
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10.14
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Advanced Photonix, Inc. 1997 Employee Stock Option Plan - incorporated by reference to Exhibit 10.13 to the Registrant's March 30, 1997 Annual Report on Form 10-K
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10.15
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Amendment No. 1 to 1997 Employee Stock Option Plan of Advanced Photonix, Inc. - incorporated by reference to Exhibit 10.14 to the Registrant's December 28, 1997 Quarterly Report on Form 10-Q
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10.16
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Advanced Photonix, Inc. Executive Incentive Compensation Plan (amended and restated as of March 6, 2009) - incorporated by reference to Exhibit 10.47 to the Registrant's Form 10-K, filed on June 29, 2009
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10.17
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Advanced Photonix, Inc. 2000 Stock Option Plan, as amended - incorporated by reference to Exhibit 10.1 to the Registrant's December 30, 2011 Quarterly Report on Form 10-Q, filed on February 13, 2012
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10.18
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Advanced Photonix, Inc. 2007 Equity Incentive Plan - incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report for the period ending March 31, 2013 on Form 10-K, filed on June 29, 2012
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10.19
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Form of Director Restricted Stock Agreement under the 2007 Equity Incentive Plan - incorporated by reference to Exhibit 4.4 to the Registrant's Form S-8 on Registration Statement No. 333-147012, filed on October 30, 2007
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10.20
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Form of Employee Restricted Stock Agreement under the 2007 Equity Incentive Plan - incorporated by reference to Exhibit 4.5 to the Registrant's Form S-8 on Registration Statement No. 333-147012, filed on October 30, 2007
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10.21
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Form of Employee Stock Option Agreement under the 2007 Equity Incentive Plan - incorporated by reference to Exhibit 10.3 to the Registrant's December 30, 2011 Quarterly Report on Form 10-Q, filed on February 13, 2012
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10.22
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Amended and Restated Securities Purchase Agreement dated November 29, 2010, by and among Advanced Photonix, Inc., Robin F. Risser and Steven Williamson - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on December 2, 2010
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10.23
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Class A Common Stock Purchase Warrant dated November 30, 2010, between Advanced Photonix, Inc. and Robin F. Risser - incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, filed on December 2, 2010
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10.24
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Class A Common Stock Purchase Warrant dated November 30, 2010, between Advanced Photonix, Inc. and Steven Williamson - incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K, filed on December 2, 2010
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10.25
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Convertible Loan Agreement dated September 15, 2004 between Picometrix, LLC and the Michigan Economic Development Corporation - incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, filed on October 30, 2008
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10.26
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First Amendment to Convertible Loan Agreement dated December 2, 2004 between Picometrix, LLC and the Michigan Economic Development Corporation - incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K, filed on October 30, 2008
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10.27
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Second Amendment to Convertible Loan Agreement dated March 17, 2005 between Picometrix, LLC and the Michigan Economic Development Corporation - incorporated by reference to Exhibit 10.4 to the Registrant's Form 8-K, filed on October 30, 2008
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10.28
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Amendment Four dated November 6, 2013 to Convertible Loan Agreement between the Michigan Economic Development Corporation and Advanced Photonics, Inc. - incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, filed on November 12, 2013
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10.29
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Amended and Restated Promissory Note (Line of Credit) dated March 17, 2005 by Picometrix, Inc. in favor of the Michigan Economic Development Corporation - incorporated by reference to Exhibit 10.4 to the Registrant's Form 8-K, filed on October 30, 2008
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10.30
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Second Amended and Restated Promissory Note dated September 23, 2008 by Picometrix, LLC - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on October 30, 2008
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10.31
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Loan Agreement, dated September 15, 2005, between Picometrix, LLC and the Michigan Economic Development Corporation - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on September 16, 2005
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10.32
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Debt Conversion Agreement entered into as of May 19, 2010, by and among Picometrix, LLC, Advanced Photonix, Inc. and Michigan Economic Development Corporation - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on May 25, 2010
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10.33
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Debt Conversion Agreement entered into as of May 19, 2010, by and among Picometrix, LLC, Advanced Photonix, Inc., Michigan Economic Development Corporation and Michigan Strategic Fund - incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, filed on May 25, 2010
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10.34
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Amendment Two dated November 6, 2013 to Loan Agreement between Michigan Strategic Fund and Advanced Photonix, Inc. dated September 15, 2005 as amended - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on November 12, 2013
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10.35
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Securities Purchase Agreement dated November 4, 2010, by and between Advanced Photonix, Inc. and In-Q-Tel, Inc. - incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q, filed on February 14, 2011
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10.36
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Letter Agreement dated November 4, 2010, executed by Advanced Photonix, Inc. in favor of In-Q-Tel, Inc. - incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q, filed on February 14, 2011
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10.37
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Development Agreement dated November 12, 2010, by and among Advanced Photonix, Inc., Picometrix, LLC and In-Q-Tel, Inc. - incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q, filed on February 14, 2011
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10.38
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Royalty Agreement dated November 12, 2010, by and among Advanced Photonix, Inc., Picometrix, LLC and In-Q-Tel, Inc. - incorporated by reference to Exhibit 10.4 to the Registrants Form 10-Q, filed on February 14, 2011
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10.39
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Loan and Security Agreement dated January 31, 2012 by and among Silicon Valley Bank, Advanced Photonix, Inc. and Picometrix, LLC - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on February 3, 2012
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10.40
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First Amendment dated October 25, 2012 to Loan and Security Agreement by and among Silicon Valley Bank, Advanced Photonix, Inc. and Picometrix, LLC - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on October 26, 2012
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10.41
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Second Amendment dated February 8, 2013 to Loan and Security Agreement by and among Silicon Valley Bank, Advanced Photonix, Inc. and Picometrix, LLC - incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K, filed on February 14, 2013
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10.42
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Fourth Amendment entered into as of January __, 2014 to Loan and Security Agreement by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on January 28, 2014
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10.43
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Fourth Amendment and Forbearance entered into as of February __, 2014 to Loan and Security Agreement by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on February 10, 2014
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10.44
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Fifth Amendment and Forbearance entered into as of February __, 2014 to Loan and Security Agreement by and between Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on February 10, 2014
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10.45
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Fifth Amendment dated March __, 2014 to Loan and Security Agreement and Waiver by and between Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on March 7, 2014
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10.46
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Sixth Amendment dated March __, 2014 to Loan and Security Agreement and Waiver by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on March 7, 2014
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10.47
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Seventh Amendment dated April __, 2014 to Loan and Security Agreement by and between Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on May 2, 2014
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10.48
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Eighth Amendment dated June 20, 2014 to Loan and Security Agreement by and between Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on June 24, 2014
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10.49
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Loan and Security Agreement (EX-IM Loan Facility) dated as of January 31, 2012 by and among Silicon Valley Bank, Advanced Photonix, Inc. and Picometrix, LLC - incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, filed on February 3, 2012
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10.50
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First Amendment dated October 25, 2012 to Loan and Security Agreement (EX-IM Loan Facility) dated as of January 31, 2012 by and among Silicon Valley Bank, Advanced Photonix, Inc. and Picometrix, LLC - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on October 26, 2012
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10.51
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Second Amendment dated February 8, 2013 to Loan and Security Agreement (EX-IM Loan Facility) by and among Silicon Valley Bank, Advanced Photonix, Inc. and Picometrix, LLC- incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K, filed on February 14, 2013
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10.52
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Third Amendment entered into as of January __, 2014 to Loan and Security Agreement (EX-IM Loan Facility) by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC, and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on January 28, 2014
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10.53
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Fourth Amendment and Forbearance entered into as of February __, 2014 to Loan and Security Agreement (EX-IM Loan Facility) by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC, and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on February 10, 2014
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10.54
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Fifth Amendment entered into March __, 2014 to Loan and Security Agreement and Waiver (EX-IM Loan Facility) by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC, and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit10.2 of the Registrant's Form 8-K, filed on March 7, 2014
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10.55
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Sixth Amendment and Waiver entered into April __, 2014 to Loan and Security Agreement (EX-IM Loan Facility) by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC, and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on May 2, 2014
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10.56
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Seventh Amendment dated as June 20, 2014 to Loan and Security Agreement (EX-IM Loan Facility) by and among Silicon Valley Bank, Advanced Photonix, Inc., Picometrix, LLC, and Advanced Photonix Canada, Inc. - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on June 24, 2014
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10.57
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Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement dated as of January 31, 2012 made by Advanced Photonix, Inc. and Picometrix, LLC in favor of the Export Import Bank of the United States and Silicon Valley Bank - incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K, filed on February 3, 2012
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10.58
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Loan and Security Agreement dated as of February 8, 2013 by and among Partners For Growth III, L.P., Advanced Photonix, Inc. and Picometrix LLC - incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K, filed on February 14, 2013
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10.59
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Forbearance Agreement executed February __, 2014 by and among Partners For Growth III, L.P., Advanced Photonix, Inc. and Picometrix LLC - incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K, filed on February 10, 2014
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10.60
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Waiver and Modification dated March __,2014, effective as of February 28, 2014 to Loan and Security Agreement by and among Partners For Growth III, L.P., Advanced Photonix, Inc. and Picometrix LLC - incorporated by reference to Exhibit 10.3of the Registrant's Form 8-K, filed on March 7, 2013
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10.61
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Modification No. 2 executed as of April 30, 2014 to Loan and Security Agreement by and among Partners For Growth III, L.P., Advanced Photonix, Inc. and Picometrix LLC - incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K, filed on May 2, 2014
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10.62
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Modification No. 3 executed as of June __, 2014 to Loan and Security Agreement by and among Partners For Growth III, L.P., Advanced Photonix, Inc. and Picometrix LLC - incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K, filed on June 24, 2014
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10.63
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Lease Agreement dated February 23, 1998 between Advanced Photonix, Inc. and High Tech No. 1, Ltd. - incorporated by reference to Exhibit 10.9 to the Registrant's March 29, 1998 Annual Report on Form 10-K
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10.64
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Fourth Addendum & Extension Agreement, dated January 8, 2010, between Picometrix, LLC and Jagar, L.L.C. - incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on January 13, 2010
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10.65
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Form of PFG Warrant Agreement to Purchase Class A Common Stock dated February 12, 2013 - incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K, filed on February 14, 2013
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10.66
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Asset Purchase Agreement by and among Advanced Photonix, Inc., Advanced Photonix Canada, Inc. and Silonex Inc. dated March 1, 2013 - incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K, filed on March 7, 2013
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21.1*
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List of Subsidiaries of Registrant
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23.1**
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Consent of BDO USA, LLP
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31.1**
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Certification of the Registrant's Chairman, Chief Executive Officer and Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2**
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Certification of the Registrant's Chairman, Chief Financial Officer and Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2*
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*†
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XBRL Instance Document
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101.SCH*†
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XBRL Taxonomy Extension Schema Document
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101.CAL*†
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*†
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*†
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*†
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2014.
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**
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Filed herewith.
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†
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Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files included in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 and 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.
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