API Nanotronics Corp. Sample Contracts

EXHIBIT 99.1 [FORM OF] SUBSCRIPTION AGREEMENT
Subscription Agreement • August 4th, 2003 • Rubincon Ventures Inc • Metal mining • Delaware
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EXHIBIT 99.1 [FORM OF] SUBSCRIPTION AGREEMENT
Subscription Agreement • June 2nd, 2003 • Rubincon Ventures Inc • Metal mining • Delaware
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API TECHNOLOGIES CORP. INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 6th, 2011 • API Technologies Corp. • Semiconductors & related devices • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [—], and is between API Technologies Corp., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).

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Contract
Patent Security Agreement • February 8th, 2013 • API Technologies Corp. • Semiconductors & related devices • New York

This U.S. GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of February 6, 2013, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties to this Agreement by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

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EXHIBIT (6) (A) (I) TRANSFER AGENT AND REGISITRAR AGREEMENT THIS AGREEMENT made and entered into this 10th day of October, 1999, by and between: NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada 89501, hereinafter called...
Transfer Agent and Regisitrar Agreement • February 10th, 2000 • Rubincon Ventures Inc • Nevada
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INCENTIVE STOCK OPTION AGREEMENT API NANOTRONICS CORP.
Incentive Stock Option Agreement • October 15th, 2009 • API Nanotronics Corp. • Semiconductors & related devices • Delaware

THIS AGREEMENT is dated and made effective as of by and between API NANOTRONICS CORP., a Delaware corporation (the “Company”), and (“Optionee”).

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GENERAL SECURITY AGREEMENT
General Security Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices • Ontario
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AGREEMENT AND PLAN OF MERGER by and among API TECHNOLOGIES CORP., ERIE MERGER CORP. and SPECTRUM CONTROL, INC. March 28, 2011
Agreement and Plan of Merger • March 30th, 2011 • API Technologies Corp. • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 28, 2011, is by and among API Technologies Corp., a Delaware corporation (“Parent”), Erie Merger Corp., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Spectrum Control, Inc., a Pennsylvania corporation (the “Company”).

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EXHIBIT 10.1 TRANSFER AGENT AND REGISITRAR AGREEMENT --------------------------------------- THIS AGREEMENT made and entered into this 22th day of June, 2000, by and between: NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno,...
Agent and Regisitrar Agreement • June 2nd, 2003 • Rubincon Ventures Inc • Metal mining • Nevada
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EXHIBIT B—VOTING AND EXCHANGE AGREEMENT
Voting and Exchange Trust Agreement • November 6th, 2006 • API Nanotronics Corp. • Metal mining • Ontario

THIS VOTING AND EXCHANGE TRUST AGREEMENT is entered into as of November 6, 2006, by and between API Nanotronics Corp., formerly known as Rubincon Ventures Inc., a Delaware corporation (“RVI”), RVI Sub, Inc., an Ontario corporation (“RVI Sub”), and Equity Transfer & Trust Company (“Trustee”).

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SUPPORT AGREEMENT
Support Agreement • November 6th, 2006 • API Nanotronics Corp. • Metal mining • Ontario

THIS SUPPORT AGREEMENT is entered into as of November 6, 2006, between API Nanotronics Corp., formerly known as Rubincon Ventures Inc., a Delaware corporation (“RVI”), and RVI Sub, Inc., an Ontario corporation (“RVI Sub”).

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NON-STATUTORY STOCK OPTION AGREEMENT
Option Agreement • October 15th, 2009 • API Nanotronics Corp. • Semiconductors & related devices • Delaware

THIS OPTION GRANT AGREEMENT (the “Agreement”), dated as of (the “Grant Date”), is entered into between API NANOTRONICS CORP., a Delaware corporation (the “Company”), and (the “Option-holder”).

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STOCK PURCHASE AGREEMENT by and between API TECHNOLOGIES CORP., SPECTRUM CONTROL, INC., and MEASUREMENT SPECIALTIES, INC. Dated: April 17, 2013
Stock Purchase Agreement • April 23rd, 2013 • API Technologies Corp. • Semiconductors & related devices • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 17, 2013, is by and between API Technologies Corp., a Delaware corporation (“Parent”), Spectrum Control, Inc., a Pennsylvania corporation (“Spectrum” and together with Parent, the “Seller”), and Measurement Specialties, Inc., a New Jersey corporation (the “Purchaser”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.

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Rubincon Ventures Inc. Suite 2410, 650 West Georgia Street, Vancouver, British Columbia, Canada V6B 4N7 Ph: 604-689-8336 Fax: 604-682-5564
Rubincon Ventures • February 28th, 2006 • Rubincon Ventures Inc • Metal mining
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AMENDED AND RESTATED API TECHNOLOGIES CORP.
Equity Incentive Plan • March 2nd, 2016 • API Technologies Corp. • Semiconductors & related devices • Delaware

Unless otherwise defined herein, the terms defined in the Amended and Restated API Technologies Corp. 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 25th, 2008 • API Nanotronics Corp. • Semiconductors & related devices • New York

This Executive Employment Agreement (the “Agreement”) is made and entered into as of the 3rd day of March, 2008, by and between Stephen Pudles (the “Executive”) and API Nanotronics Corp., a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG VINTAGE ALBANY ACQUISITION, LLC, SENDEC CORP., SOUTH ALBANY ACQUISITION CORP., AND WITH RESPECT TO ARTICLES VII AND IX ONLY KENTON W. FISKE, AS STOCKHOLDER REPRESENTATIVE Dated as of January 9, 2011
Agreement and Plan of Merger • January 27th, 2011 • API Technologies Corp. • Semiconductors & related devices • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 9, 2011 by and among Vintage Albany Acquisition, LLC, a Delaware limited liability company (“Parent”), SenDEC Corp., a New York corporation (the “Company”), South Albany Acquisition Corp., a New York corporation and a wholly-owned subsidiary of Parent (“Sub”), and, with respect to ARTICLE VII and ARTICLE IX hereof only, Kenton W. Fiske as Stockholder Representative (the “Stockholder Representative”).

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CANADIAN GUARANTEE AND SECURITY AGREEMENT
Intellectual Property Security Agreement • February 8th, 2013 • API Technologies Corp. • Semiconductors & related devices • Ontario

This GUARANTEE AND SECURITY AGREEMENT (this “Agreement”), dated as of February 6, 2013, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties to this Agreement by executing the form of Joinder attached hereto as Annex 1 (each, together with its successors and permitted assigns, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

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Contract
Non-Statutory Stock Option Agreement • March 29th, 2006 • Rubincon Ventures Inc • Metal mining • Delaware

This Option has not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and may not be sold or transferred unless such sale or transfer is in accordance with the registration requirements of such Act and applicable laws or some other exemption from the registration requirements of such Act and applicable laws is available with respect thereto. This Option is also subject to the transfer restrictions set forth herein.

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PROXY AGREEMENT WITH RESPECT TO CAPITAL STOCK OF API DEFENSE USA, INC.
Proxy Agreement • October 12th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware

This Proxy Agreement (“Agreement”) is made this 13th day of September, 2010, by and among API Defense USA, Inc., a Delaware corporation (“Corporation”); API Technologies Corp., a Delaware corporation (“Shareholder”); Messrs. Phillip DeZwirek and Jason DeZwirek (“Ultimate Shareholders”); Robert T. Conway, Jr., Kenneth L. Fisher, and Richard D. Hearney, and their successors appointed as provided in this Agreement (each individually a “Proxy Holder” and collectively the “Proxy Holders”); and the United States Department of Defense (“DoD”); all of the above collectively the “Parties.”

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SECURITY AGREEMENT
Security Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices

THIS SECURITY AGREEMENT (the “Agreement”) is made as of this 15th day of January, 2010, by and among API Technologies Corp., a Delaware corporation (“API Parent”), API Systems, Inc., a Delaware corporation (“API Systems”), API Defense, Inc., a Delaware corporation (“API Defense”), API Defense USA Inc., a Delaware corporation (“API USA” and collectively with API Systems and API Defense, the “Debtors”, and each a “Debtor”) and Kuchera Defense Systems, Inc., a Pennsylvania corporation (“K Defense”), KII Inc., a Pennsylvania corporation (“KII”), and Kuchera Industries, LLC, a Pennsylvania limited liability company (“K Industries”), as secured parties (K Defense, KII and K Industries collectively, the “Secured Parties” and each a “Secured Party”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Purchase Agreement (defined below).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 15th, 2007 • API Nanotronics Corp. • Metal mining • New York

This Executive Employment Agreement (the “Agreement”) is made and entered into as of the 14th day of February, 2007, by and between Martin Moskovits (the “Executive”) and API Nanotronics Corp. (the “Company”).

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CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and UK Security Trustee, THE LENDERS PARTY HERETO, as the Lenders, and API TECHNOLOGIES CORP. AND THE OTHER US BORROWERS PARTY HERETO, as US Borrowers, and...
Credit Agreement • February 8th, 2013 • API Technologies Corp. • Semiconductors & related devices • New York

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 6, 2013 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as English law security trustee (in such capacity, together with its successors and assigns in such capacity, the “UK Security Trustee”, API TECHNOLOGIES CORP., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “US Borrowers” (such Subsidiaries together with Parent, each individually a “US Borrower”, and collectively, jointly and severally, the “US Borrowers”), RF2M MICROELECTRONI

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 23rd, 2007 • API Nanotronics Corp. • Metal mining • Delaware

This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of July 17, 2007, between API Nanofabrication and Research Corporation, a Delaware corporation (“Buyer”), and NanoOpto Corporation, a Delaware corporation (“Seller”).

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 16th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware

This AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of December 14, 2010, (the “Effective Date”), by and among API Technologies Corp., a Delaware corporation (“API Parent”), API Systems, Inc., a Delaware corporation (“Systems”), API Defense, Inc., a Delaware corporation (“API Defense”), API Defense USA Inc., a Delaware corporation (“API USA” and collectively, with Systems and API Defense, the “Buyers” or when the context requires, each individually, a “Buyer”); Currency, Inc., a Pennsylvania corporation (f/k/a Kuchera Defense Systems, Inc. a Pennsylvania corporation) (“Currency”), KII Inc., a Pennsylvania corporation (“KII”) and Kuchera Industries LLC, a Pennsylvania limited liability company (“K Industries” and collectively with Currency and KII, the “Sellers” or when the context requires, each individually, a “Seller”), William Kuchera (“William”), a resident of the Commonwealth of Pennsylvania and Ronald Kuchera (“Ronald”), a resident of t

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STOCK PURCHASE AGREEMENT by and between Aeroflex Microelectronic Solutions, Inc. and API Technologies Corp. Dated as of April 23, 2015
Stock Purchase Agreement • April 28th, 2015 • API Technologies Corp. • Semiconductors & related devices • New York

THIS STOCK PURCHASE AGREEMENT is made and entered into effective as of April 23, 2015, by and between Aeroflex Microelectronic Solutions, Inc., a Michigan corporation (“Seller”), and API Technologies Corp., a Delaware corporation (“Buyer”). Each of Seller and Buyer are referred to herein as a “Party” and together as the “Parties”.

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AGREEMENT, GENERAL RELEASE AND CONFIDENTIALITY STATEMENT
Agreement, General Release and Confidentiality Statement • May 14th, 2009 • API Nanotronics Corp. • Semiconductors & related devices • New York

This AGREEMENT, GENERAL RELEASE AND CONFIDENTIALITY STATEMENT (this “Agreement”) is made and entered into as of the 11th day of May, 2009, by and among API Nanotronics Corp., a Delaware corporation and API ELECTRONICS, INC., a Delaware corporation (collectively, “API”), and THOMAS W. MILLS, SR. (“Employee”).

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COMBINATION AGREEMENT by and among RUBINCON VENTURES INC. and RUBINCON VENTURES INC., IN TRUST for a corporation to be incorporated under the laws of the Province of Ontario and API ELECTRONICS GROUP CORP. May 5, 2006
Combination Agreement • May 9th, 2006 • Rubincon Ventures Inc • Metal mining • Ontario
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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 29th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into as of the 13th day of September, 2010, by and between Stephen Pudles (the “Executive”) and API Defense USA, Inc., a Delaware corporation (the “Company”).

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CONSULTING AGREEMENT
Consulting Agreement • June 4th, 2010 • API Technologies Corp. • Semiconductors & related devices • Ontario

This Consulting Agreement (this “Agreement”), dated September 4th, 2009 is made between API Nanotronics Corp., a Delaware corporation (the “Company”) and JMP Fam Holdings Inc. (“Consultco”).

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RUBINCON VENTURES INC.
Rubincon Ventures Inc • March 29th, 2006 • Metal mining

On behalf of Rubincon Ventures Inc. (the "Company"), I am pleased to set forth in this letter our agreement regarding your compensation for serving as a member of the board of directors effective as of the date of this letter. We are excited that you have joined the board and look forward to the contributions your expertise will give to the Company.

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CREDIT AGREEMENT by and among API TECHNOLOGIES CORP., as Borrower, THE LENDERS PARTY HERETO, as the Lenders, and GUGGENHEIM CORPORATE FUNDING, LLC, as Agent, Dated as of February 6, 2013
Credit Agreement • February 8th, 2013 • API Technologies Corp. • Semiconductors & related devices • New York

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 6, 2013 by and among API TECHNOLOGIES CORP., a Delaware corporation, as borrower (in such capacity, together with its successors and assigns in such capacity, “Borrower”), the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 30th, 2011 • API Technologies Corp. • Semiconductors & related devices • Delaware

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of November 29, 2011, by and among Commercial Microwave Technology, Inc., a California corporation (“Seller”), CMT Filters, Inc., a Delaware corporation (“Purchaser”), and Randall S. Wilson, an individual residing in the State of California (with respect to Sections 7.10, 7.11, 7.12, 7.13, and 7.14, and Articles VIII and X only).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2011 • API Technologies Corp. • Semiconductors & related devices • Delaware
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BETWEEN
Lease • August 22nd, 2007 • API Nanotronics Corp. • Metal mining • New Jersey

Franklin Cottontail LLC, c/o Summit Associates Inc. having an office at Raritan Plaza I, Raritan Center, Edison, New Jersey 08818, hereinafter referred to as the Landlord,

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