NOTE PURCHASE AGREEMENT by and among API TECHNOLOGIES CORP., as Issuer, and EACH OF THE PURCHASERS REFERRED TO HEREIN Dated as of March 22, 2012Note Purchase Agreement • March 28th, 2012 • API Technologies Corp. • Semiconductors & related devices • New York
THIS NOTE PURCHASE AGREEMENT, dated as of March 22, 2012, is by and among (a) API TECHNOLOGIES CORP., a Delaware corporation (the “Issuer”), (b) each Purchaser signatory hereto or hereafter designated as a Purchaser pursuant to Section 13.06 (each individually a “Purchaser” and collectively, the “Purchasers”) and (c) with respect to Section 4.01(b), Vintage Albany Acquisition, LLC, a Delaware limited liability company (“Vintage”).
Date: 22 March, 2012 SHARE PURCHASE AGREEMENT for the sale and purchase of all of the issued shares of C-MAC AEROSPACE LIMITED made between THE SELLERS and THE BUYERAPI Technologies Corp. • March 28th, 2012 • Semiconductors & related devices
This share purchase agreement (the “Agreement”) is entered into by the parties on the date written at the beginning of this Agreement.
THIS CONVERTIBLE SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE ISSUER HAS RECEIVED...API Technologies Corp. • March 28th, 2012 • Semiconductors & related devices • New York
THIS NOTE IS SUBJECT TO THE NOTE PURCHASE AGREEMENT DATED AS OF MARCH 22, 2012, AS THE SAME MAY BE AMENDED, SUPPLEMENTED, MODIFIED OR REPLACED FROM TIME TO TIME, INCLUDING, WITHOUT LIMITATION, THE SUBORDINATION PROVISIONS OF ARTICLE XIV THEREOF. IF ANY PROVISION OF THIS NOTE IS FOUND TO CONFLICT WITH SUCH NOTE PURCHASE AGREEMENT, THE PROVISIONS OF SUCH NOTE PURCHASE AGREEMENT SHALL PREVAIL.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 2012 • API Technologies Corp. • Semiconductors & related devices • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 22, 2012 (this “Amendment”), among API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), and the Lenders (as defined below) party hereto.
