GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices • Ontario
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).
FIRST AMENDMENT TO NOTE AND SECURITY AGREEMENTSNote and Security Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware
This Amendment to Note, dated as of December 22, 2009 (this “Amendment”), is entered into by and among API TECHNOLOGIES CORP., a Delaware corporation (“Company”) f/k/a API Nanotronics Corp., ICARUS INVESTMENT CORPORATION, as a Holder and as Collateral Agent, the holders of the several notes, dated as of June 23, 2009, issued by Company (each a “Holder” and collectively the “Holders”) and the subsidiaries of Company party to the Security Agreements.
ContractNote Purchase Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY JURISDICTION. THE HOLDER HEREOF, BY PURCHASING SUCH NOTE, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT TO A PERSON THAT IS NOT A U.S. PERSON WHO AGREES TO RESTRICTIONS ON RESALE THAT ARE CONSISTENT WITH THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) FOLLOWING THE DISTRIBUTION COMPLIANCE PERIOD REQUIRED UNDER RULE 903 OF REGULATION S UNDER THE SECURITIES ACT, IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSONS IN THE UNITED STATES PURSUANT TO AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LA
SECURITY AGREEMENTSecurity Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices
THIS SECURITY AGREEMENT (the “Agreement”) is made as of this 20th day of January, 2010, by API Technologies Corp. (“Debtor”) and the subsidiaries party hereto (the Debtor and such subsidiaries, including any subsidiaries becoming parties hereto pursuant to Section 3(k), collectively, the “Pledging Parties”) for the benefit of Icarus Investment Corporation, as Collateral Agent (“Collateral Agent”).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • April 13th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware
This First Amendment to Security Agreement, dated as of February 4, 2010 (this “Amendment”), is entered into by and among API TECHNOLOGIES CORP., a Delaware corporation (“Company”), ICARUS INVESTMENT CORPORATION, as Collateral Agent, and the subsidiaries of Company party to the Security Agreement.
