PROXY AGREEMENT WITH RESPECT TO CAPITAL STOCK OF API DEFENSE USA, INC.Proxy Agreement • September 17th, 2010 • API Technologies Corp. • Semiconductors & related devices • Delaware
This Proxy Agreement (“Agreement”) is made this day of , 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.”
