API Technologies Corp. Sample Contracts

API Technologies Corp. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF API TECHNOLOGIES CORP. (April 22nd, 2016)

SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

API Technologies Corp. – SECOND AMENDED AND RESTATED BYLAWS OF API TECHNOLOGIES CORP. (April 22nd, 2016)

These Second Amended and Restated Bylaws (the “Bylaws”) are adopted by this Corporation and are supplemental to the General Corporation Law of the State of Delaware, as the same shall from time to time be in effect.

API Technologies Corp. – SEPARATION AGREEMENT AND RELEASE (March 2nd, 2016)

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of the 2nd day of March, 2015, by and among API TECHNOLOGIES CORP., a Delaware corporation (“API”), and BEL LAZAR (“Employee”).

API Technologies Corp. – AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (March 2nd, 2016)

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”).

API Technologies Corp. – INCENTIVE STOCK OPTION AGREEMENT AMENDED AND RESTATED API TECHNOLOGIES CORP. 2006 EQUITY INCENTIVE PLAN (March 2nd, 2016)

THIS AGREEMENT is dated and made effective as of             , 201     (“Effective Date”) by and between API Technologies Corp., a Delaware corporation (the “Company”), and                                          (“Optionee”).

API Technologies Corp. – API Technologies Announces Definitive Agreement For Acquisition by Affiliate of J. F. Lehman & Co. Shareholders to Receive $2.00 per Share in Cash (March 1st, 2016)

ORLANDO, Fla. – February 29, 2016 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced a definitive agreement providing for the Company to be acquired by an affiliate of private equity firm J. F. Lehman & Company (“JFLCO”), which specializes in the aerospace, maritime and defense industries.

API Technologies Corp. – AMENDMENT NO. 4 Dated as of February 28, 2016 to CREDIT AGREEMENT Dated as of February 6, 2013 (March 1st, 2016)

THIS AMENDMENT NO. 4 (this “Amendment”) is made as of February 28, 2016 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in such capacity, together with its successors and assigns, the “Agent”), under that certain Credit Agreement, dated as of February 6, 2013, by and among the Borrower, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

API Technologies Corp. – AGREEMENT AND PLAN OF MERGER by and among RF1 HOLDING COMPANY, RF ACQUISITION SUB, INC. and API TECHNOLOGIES CORP. Dated as of February 28, 2016 (March 1st, 2016)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 28, 2016, by and among RF1 Holding Company, a Delaware corporation (“Parent”), RF Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and API Technologies Corp., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

API Technologies Corp. – AMENDED AND RESTATED BY-LAWS OF API TECHNOLOGIES CORP. (March 1st, 2016)

The corporation shall continuously maintain in the State of Delaware a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the state.

API Technologies Corp. – August 12, 2015 Eric Seeton Eric: (September 14th, 2015)

I am pleased to offer you a position with API Technologies Corp. (the “Company”) as its Chief Financial Officer (CFO). Subject to the terms and conditions set forth in this letter, the effective date of your employment shall be no later than the 8th of September 2015 (the “Effective Date”). Your employment with the Company is not recognized and authorized until your commencement of work at the Company. All offers of employment at the Company are contingent upon the successful completion of pre-employment screening (background check and/or drug testing). This letter sets forth the terms and conditions of the Company’s offer of employment to you.

API Technologies Corp. – Unaudited Combined Financial Statements of Aeroflex / Inmet, Inc. And Aeroflex / Weinschel, Inc. For the Nine Month Periods Ended March 31, 2015 and 2014 (August 24th, 2015)
API Technologies Corp. – Combined Financial Statements of Aeroflex / Inmet, Inc. And Aeroflex / Weinschel, Inc. For the Years Ended June 30, 2014 and 2013 With Independent Auditors’ Report (August 24th, 2015)

We have audited the accompanying combined financial statements of Aeroflex / Inmet, Inc. (“Inmet”) and Aeroflex / Weinschel, Inc. (“Weinschel”), which comprise the combined balance sheets as of June 30, 2014 and 2013, and the related combined statements of operations, changes in shareholders’ equity and cash flows for the years then ended, and the related notes to the combined financial statements.

API Technologies Corp. – UNAUDITED PRO FORMA COMBINED CONSOLIDATED $ Amounts in Thousands FINANCIAL INFORMATION (August 24th, 2015)

On June 8, 2015, pursuant to the terms of a Stock Purchase Agreement, dated as of April 23, 2015, between the Company and Aeroflex Microelectronic Solutions, Inc., a wholly-owned subsidiary of Cobham plc, the Company completed its acquisition (the “Acquisition”) of all of the issued and outstanding shares of capital stock or other equity interests of Inmet and Weinschel.

API Technologies Corp. – AMENDMENT NO. 3 Dated as of June 8, 2015 to CREDIT AGREEMENT Dated as of February 6, 2013 (June 12th, 2015)

THIS AMENDMENT NO. 3 (this “Amendment”) is made as of June 8, 2015 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in such capacity, together with its successors and assigns, the “Agent”), under that certain Credit Agreement, dated as of February 6, 2013, by and among the Borrower, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

API Technologies Corp. – GUGGENHEIM CORPORATE FUNDING, LLC (April 28th, 2015)

Subject to the terms and conditions described in this letter and the attached Term Sheet (“Exhibit A”, and together with this letter, the “Commitment Letter”), (a) Guggenheim Corporate Funding, LLC (acting alone or through or with affiliates selected by it) (“GCF”) agrees to provide the services referred to in the next succeeding paragraph and (b) each of the other entities which has signed below as a commitment party (each a “Commitment Party”, and collectively, the “Commitment Parties”) is pleased to offer its commitment to provide, severally (and not jointly), to API Technologies Corp., a Delaware corporation (the “Borrower”) the portion of the Amendment No. 3 Incremental Term Loan (as defined in Exhibit A) set forth opposite its name on Schedule I hereto with respect to the Borrower under the Borrower’s Credit Agreement, dated as of February 6, 2013, by and among the Borrower, the lenders party thereto from time to time (the “Lenders”) and GCF, as Agent (in such capacity, together

API Technologies Corp. – STOCK PURCHASE AGREEMENT by and between Aeroflex Microelectronic Solutions, Inc. and API Technologies Corp. Dated as of April 23, 2015 (April 28th, 2015)

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”.

API Technologies Corp. – January 28, 2015 Bob Tavares 16541 Redmond Way NE #453 Redmond, WA 98052 Dear Bob: (March 2nd, 2015)

I am pleased to offer you a position with API Technologies Corp. (the “Company”) as its President and Chief Executive Officer. Subject to the terms and conditions set forth in this letter, the effective date of your employment shall be the date that is four (4) calendar weeks from the date of your execution of this letter or such sooner date as agreed upon by the undersigned parties to this letter (the “Effective Date”). This letter sets forth the terms and conditions of the Company’s offer of employment to you.

API Technologies Corp. – LEASE AGREEMENT (April 9th, 2014)

THIS LEASE AGREEMENT (this “Lease”) is made as of December 31, 2013 (the “Effective Date”), by and between STORE SPE STATE COLLEGE 2013-8, LLC, an Delaware limited liability company (“Lessor”), whose address is 8501 E. Princess Drive, Suite 190, Scottsdale, Arizona 85255, and SPECTRUM CONTROL, INC., a Pennsylvania corporation (“Lessee”), whose address is 4705 S. Apopka Vineland Road, Suite 210, Orlando FL 32819. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.

API Technologies Corp. – AMENDMENT NO. 2 Dated as of March 21, 2014 to CREDIT AGREEMENT Dated as of February 6, 2013 (March 26th, 2014)

THIS AMENDMENT NO. 2 (this “Amendment”) is made as of March 21, 2014 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in such capacity, together with its successors and assigns, the “Agent”), under that certain Credit Agreement, dated as of February 6, 2013, by and among the Borrower, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

API Technologies Corp. – CERTIFICATE OF ELIMINATION OF THE SERIES A MANDATORILY REDEEMABLE PREFERRED STOCK OF API TECHNOLOGIES CORP. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (March 26th, 2014)
API Technologies Corp. – CONSENT UNDER CREDIT AGREEMENT (January 6th, 2014)

THIS CONSENT AGREEMENT (this “Consent”) is entered into as of December 31, 2013, by and among API TECHNOLOGIES CORP., a Delaware corporation (“Parent”), the Subsidiaries of Parent signatory hereto as “Borrowers” (together with Parent, each, individually, a “Borrower” and, collectively, jointly and severally, the “Borrowers”), the Subsidiaries of Parent signatory hereto as Guarantors (the “Guarantors” and together with the Borrowers, the “Credit Parties”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its separate capacities as Lender, UK Security Trustee and 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”). Capitalized terms used and not defined herein have the meaning ascribed to such terms in the Credit Agreement referred to below.

API Technologies Corp. – CONSENT UNDER CREDIT AGREEMENT (January 6th, 2014)

THIS CONSENT AGREEMENT (this “Consent”) is entered into as of December 31, 2013, by and between API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”) the Lenders party hereto and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Capitalized terms used and not defined herein have the meaning ascribed to such terms in the Credit Agreement referred to below.

API Technologies Corp. – AMENDMENT NO. 1 Dated as of October 10, 2013 to CREDIT AGREEMENT Dated as of February 6, 2013 (October 10th, 2013)

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of October 10, 2013 by and among API Technologies Corp., a Delaware corporation (the “Borrower”), the Lenders party hereto and Guggenheim Corporate Funding, LLC, as Agent for each member of the Lender Group (in such capacity, together with its successors and assigns, the “Agent”), under that certain Credit Agreement, dated as of February 6, 2013, by and among the Borrower, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

API Technologies Corp. – FIRST AMENDMENT TO THE CREDIT AGREEMENT (May 24th, 2013)

THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of May 22, 2013 is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (as such terms are defined in the Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, “Agent”), the Lenders signatory hereto (as such term is defined in the Credit Agreement), 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 MICROELECTRONICS LTD., a limited company incorporated in England and Wales with company number 02721281 (“RF2M”), and RF2M MICROWAVE LTD., a limited company incorporated in England and Wales with company number

API Technologies Corp. – STOCK PURCHASE AGREEMENT by and between API TECHNOLOGIES CORP., SPECTRUM CONTROL, INC., and MEASUREMENT SPECIALTIES, INC. Dated: April 17, 2013 (April 23rd, 2013)

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.

API Technologies Corp. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (April 23rd, 2013)

The following unaudited pro forma condensed consolidated financial information is derived from the historical consolidated financial statements of API Technologies Corp. (“API”) and give effect to (i) the sale (the “Sale”) of all of the issued and outstanding shares of capital stock or other equity interests of Spectrum Sensors and Controls, Inc., a Pennsylvania corporation (“Sub 1”), Spectrum Sensors and Controls, LLC, a California limited liability company (“Sub 2”), and Spectrum Sensors and Controls, Inc., an Ohio corporation (“Sub 3” and together with Sub 1 and Sub 2, the “Companies”), ii) the repayment of certain of API’s indebtedness with the net proceeds from the Sale and (iii) the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The following unaudited pro forma condensed consolidated financial information reflects API’s continued ownership of its businesses other than the Companies.

API Technologies Corp. – Contract (February 8th, 2013)

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 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”).

API Technologies Corp. – CANADIAN GUARANTEE AND SECURITY AGREEMENT (February 8th, 2013)

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 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”).

API Technologies Corp. – Dated 6 February 2013 API TECHNOLOGIES (UK) LIMITED as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE (February 8th, 2013)
API Technologies Corp. – Contract (February 8th, 2013)

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”).

API Technologies Corp. – 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 RF2M MICROELECTRONICS LTD. AND RF2M MICROWAVE LTD., as UK Borrowers Dated as of February 6, 2013 (February 8th, 2013)

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

API Technologies Corp. – API Technologies Announces Repayment of Term Loan and Entry into New Credit Agreements (February 8th, 2013)

ORLANDO, FL– (Business Wire) – February 7, 2013 –API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced that it has entered into a credit agreement with Guggenheim Corporate Funding, LLC, as administrative agent, that provides for a $165 million term loan facility. Additionally, the Company has entered into a separate agreement for a $50 million revolving borrowing base credit facility with Wells Fargo Bank, National Association, as administrative agent, upon which the Company drew $29.4 million at closing. Proceeds from these two facilities were used to pay in full the Company’s existing credit facility, certain indebtedness in the United Kingdom, and to pay fees, costs and expenses associated with the refinancing.

API Technologies Corp. – Dated 6 February 2013 RF2M MICROELECTRONICS LTD as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE (February 8th, 2013)
API Technologies Corp. – Dated 6 February 2013 RF2M LTD as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE (February 8th, 2013)
API Technologies Corp. – Dated 7 February 2013 RF2M MICROWAVE LTD as Company and WELLS FARGO BANK, NATIONAL ASSOCIATION as Security Trustee DEBENTURE (February 8th, 2013)