0001193125-14-002867 Sample Contracts

CONSENT UNDER CREDIT AGREEMENT
Consent Agreement • January 6th, 2014 • API Technologies Corp. • Semiconductors & related devices • New York

THIS CONSENT AGREEMENT (this “Consent”) is entered into as of December 31, 2013, by and between API TECHNOLOGIES CORP., a Delaware corporation (the “Borrower”) the Lenders party hereto and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Capitalized terms used and not defined herein have the meaning ascribed to such terms in the Credit Agreement referred to below.

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CONSENT UNDER CREDIT AGREEMENT
Consent Agreement • January 6th, 2014 • API Technologies Corp. • Semiconductors & related devices • New York

THIS CONSENT AGREEMENT (this “Consent”) is entered into as of December 31, 2013, by and among API TECHNOLOGIES CORP., a Delaware corporation (“Parent”), the Subsidiaries of Parent signatory hereto as “Borrowers” (together with Parent, each, individually, a “Borrower” and, collectively, jointly and severally, the “Borrowers”), the Subsidiaries of Parent signatory hereto as Guarantors (the “Guarantors” and together with the Borrowers, the “Credit Parties”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its separate capacities as Lender, UK Security Trustee and as Agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). Capitalized terms used and not defined herein have the meaning ascribed to such terms in the Credit Agreement referred to below.

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