EXHIBIT 99.1 [FORM OF] SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2003 • Rubincon Ventures Inc • Metal mining • Delaware
EXHIBIT 99.1 [FORM OF] SUBSCRIPTION AGREEMENTSubscription Agreement • June 2nd, 2003 • Rubincon Ventures Inc • Metal mining • Delaware
API TECHNOLOGIES CORP. INDEMNIFICATION AGREEMENTIndemnification 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”).
ContractPatent 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”).
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
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”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices • Ontario
AGREEMENT AND PLAN OF MERGER by and among API TECHNOLOGIES CORP., ERIE MERGER CORP. and SPECTRUM CONTROL, INC. March 28, 2011Agreement 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”).
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
EXHIBIT B—VOTING AND EXCHANGE AGREEMENTVoting 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”).
SUPPORT AGREEMENTSupport 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”).
NON-STATUTORY STOCK OPTION AGREEMENTOption 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”).
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.”
STOCK PURCHASE AGREEMENT by and between Aeroflex Microelectronic Solutions, Inc. and API Technologies Corp. Dated as of April 23, 2015Stock 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”.
STOCK PURCHASE AGREEMENT by and between API TECHNOLOGIES CORP., SPECTRUM CONTROL, INC., and MEASUREMENT SPECIALTIES, INC. Dated: April 17, 2013Stock 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.
Rubincon Ventures Inc. Suite 2410, 650 West Georgia Street, Vancouver, British Columbia, Canada V6B 4N7 Ph: 604-689-8336 Fax: 604-682-5564Rubincon Ventures • February 28th, 2006 • Rubincon Ventures Inc • Metal mining
ASSET PURCHASE AGREEMENT BY AND AMONG API TECHNOLOGIES CORP., API SYSTEMS, INC., API DEFENSE, INC., API DEFENSE USA, INC., KUCHERA DEFENSE SYSTEMS, INC. KII, INC., KUCHERA INDUSTRIES, LLC, WILLIAM KUCHERA AND RONALD KUCHERA DATED JANUARY 20, 2010Asset Purchase Agreement • March 2nd, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware
This ASSET PURCHASE AGREEMENT (“Agreement”) is dated January 20, 2010 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”); 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” and collectively with K Defense 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 the Commonwealth of Pennsylvania (collectively, the “Shareholders” or individually where the context does not require a d
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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
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, 2011Agreement 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”).
CANADIAN GUARANTEE AND SECURITY AGREEMENTIntellectual 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”).
ContractNon-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.
SECURITY AGREEMENTSecurity 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
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
ASSET PURCHASE AGREEMENTAsset 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”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset 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
AGREEMENT, GENERAL RELEASE AND CONFIDENTIALITY STATEMENTAgreement, 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”).
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, 2006Combination Agreement • May 9th, 2006 • Rubincon Ventures Inc • Metal mining • Ontario
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
CONSULTING AGREEMENTConsulting 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”).
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.
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, 2013Credit 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”).
ASSET PURCHASE AGREEMENTAsset 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2011 • API Technologies Corp. • Semiconductors & related devices • Delaware
