API Nanotronics – 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.