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”).
AMENDED AND RESTATED API TECHNOLOGIES CORP.Equity Incentive Plan • June 6th, 2011 • 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”).
U.S. GUARANTY AND COLLATERAL AGREEMENT dated as of June 1, 2011 among API TECHNOLOGIES CORP. CERTAIN SUBSIDIARIES OF API TECHNOLOGIES CORP. and MORGAN STANLEY SENIOR FUNDING, INC., as COLLATERAL AGENTGuaranty and Collateral Agreement • June 6th, 2011 • API Technologies Corp. • Semiconductors & related devices • New York
WHEREAS, the Borrower, the Lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent (together with any successor administrative agent, the “Administrative Agent”) have entered into the Credit Agreement dated as of June 1, 2011 (as amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”), providing for the making of Loans to the Borrower, all as contemplated therein (the Lenders, the Administrative Agent, the Collateral Agent are herein called the “Lender Creditors”);
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 1, 2011 among CERTAIN SUBSIDIARIES OF API TECHNOLOGIES CORP. and MORGAN STANLEY SENIOR FUNDING, INC., as COLLATERAL AGENTCollateral Agreement • June 6th, 2011 • API Technologies Corp. • Semiconductors & related devices • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 1, 2011, among API NANOTRONICS SUB, INC. a corporation incorporated under the laws of the Province of Ontario, API ELECTRONICS GROUP CORP., a corporation incorporated under the laws of the Province of Ontario, FILTRAN LIMITED, a corporation incorporated under the laws of the Province of Ontario, API NANOTRONICS HOLDINGS CORP., a corporation incorporated under the laws of the Province of Ontario, EMCON2007 HOLDCO INC., a corporation incorporated under the laws of Canada, EMCON EMANATION CONTROL LTD., a corporation incorporated under the laws of Canada and the other Wholly-Owned Canadian Subsidiaries of API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”) from time to time party hereto (whether as original signatories or as additional parties as contemplated by Section 7.14 hereof) (each a “Canadian Subsidiary Guarantor”, and collectively, the “Canadian Subsidiary Guarantors”; the Canadian Subsidiary Guarantors are r
