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, 2011Merger Agreement • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2011 • API Technologies Corp. • Semiconductors & related devices • Delaware
This Registration Rights Agreement (this “Agreement”) is dated as of January 21, 2011, and is between API Technologies Corp. (the “Company”), and Vintage Albany Acquisition, LLC (the “Investor”).
