Security Agreement



 Exhibit 10.11 

SECURITY AGREEMENT 

THIS SECURITY AGREEMENT (the “Agreement”) is made as of this
20th day of January, 2010, by API Technologies Corp.
(“Debtor”) and the subsidiaries party hereto (the Debtor and such subsidiaries, including any subsidiaries becoming parties hereto pursuant to Section 3(k), collectively, the “Pledging Parties”) for the
benefit of Icarus Investment Corporation, as Collateral Agent (“Collateral Agent”). 
 RECITALS: 

 WHEREAS, several persons (the “Lenders” and each a “Lender”) have agreed to make a loan
(the “Loan”) to Debtor in an aggregate principal amount of $20,000,000; and 
 WHEREAS, the Loan is evidenced
by several Secured Promissory Notes in an aggregate principal amount of $20,000,000 (as amended, restated, supplemented or otherwise modified from time to time, the “Notes”) dated as of January 20, 2010 and January 22,
2010 from Debtor to the Lenders; 
 WHEREAS, Collateral Agent requires, and the Pledging Parties are willing to grant, as
security for the Loan, a security interest in all their right, title and interest in and to the “Collateral” (as such term is defined in Paragraph 17(b) hereof), to secure the payment and performance by Debtor of the Liabilities (as
defined below in Section 2), subject to the terms and conditions hereinafter set forth; and 
 WHEREAS, the Collateral
Agent has requested that the security interest granted hereunder (the “Security Interest”) be senior to the security interest previously granted by certain of the Pledging Parties pursuant to one or more security agreements
previously entered into in favor of Icarus Investment Corp. as collateral agent (the “Convertible Collateral Agent”) for the holders of those certain Convertible Secured Promissory Notes, originally issued on or about June 23,
2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Convertible Notes”), and the Convertible Collateral Agent is willing to subordinate the security interest granted to it in connection with the
Convertible Notes to the Security Interest. 
 NOW, THEREFORE, to secure the payment and performance of the Liabilities, each of
the Pledging Parties hereby agrees with Collateral Agent as follows: 
 1. Grant; Collateral. Each Pledging Party hereby
assigns and pledges to Collateral Agent, as agent for the Lenders, for collateral purposes, and grants to Collateral Agent a security interest in, all its right, title and interest in and to the Collateral (as defined in Section 17 hereof),
subject to and in accordance with the terms and conditions set forth in this Agreement and the Notes. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Notes. 

 

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 2. Liabilities. This Agreement, and the security interest herein
granted to Collateral Agent, is given to secure all the following (the same being herein sometimes collectively referred to as the
“Liabilities”): 

 

	 	(a)	the principal, interest and all other sums owed under the Notes; 

  

	 	(b)	all amounts owed Collateral Agent and Lenders under this Agreement including without limitation all advances, costs or expenses paid or incurred by the Collateral Agent
or the Lenders, to protect any or all of the Collateral, perform any obligation of the Pledging Parties hereunder, or to sell the Collateral; 

  

	 	(c)	any and all costs of enforcement and collection of the Notes and the enforcement of this Agreement, including without limitations reasonable attorneys’ fees; and


  

	 	(d)	interest on all of the foregoing at the rate specified in the Notes. 


3. Representations and Warranties. Each Pledging Party hereby represents and warrants to, and covenants with, Collateral Agent
that: 
  

	 	(a)	Each Pledging Party is the absolute and exclusive owner of its respective Collateral existing as of the date hereof other than leased Collateral, and except for the
Permitted Liens, has not made and shall not make any sale, assignment, pledge, hypothecation or other transfer of the Collateral, or any portion thereof other than in the ordinary course of business, and shall forever warrant and defend Collateral
Agent’s title and interest in and to the Collateral against the claims and demands of all persons whomsoever, subject to the claims of those holding Permitted Liens; 


 

	 	(b)	Except for Permitted Liens, the Collateral is free and clear of all liens, charges, claims, encumbrances and security interests as of the date hereof;


  

	 	(c)	The Pledging Parties will keep the Collateral, to the extent applicable, in good order, repair and condition and free and clear of all levies, attachments, liens,
charges, claims, encumbrances, security interests of every kind and nature, except for Permitted Liens; 

  

	 	(d)	No instruments of assignment and transfer or financing statements covering the Collateral, or any part thereof, have been executed by the Pledging Parties or are on
file in any public office, except for those in favor of Collateral Agent and those evidencing any other applicable Permitted Liens or as are permitted under this Agreement, and the Pledging Parties will not execute, or file or cause to be filed in
any public office, any instruments of assignment and transfer or any financing statement or statements, affecting the Collateral, or any part thereof, except in favor of Collateral Agent or to the extent constituting a Permitted Lien or as otherwise
permitted under this Agreement; 

  

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	 	(e)	Each Pledging Party will, at the request of Collateral Agent, execute or join with Collateral Agent in executing and, at Pledging Parties’ expense, file and refile
under the Uniform Commercial Code of the State in which such Pledging Party is organized or incorporated (the “Code”), such financing statements and amendments thereto, continuation statements and other documents in such states and
in such offices as Collateral Agent may deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve Collateral Agent’s security interest in the Collateral, and each Pledging Party hereby authorizes
Collateral Agent to file any and all such financing statements, amendments thereto and continuation statements and other documents relative to all or any part of the Collateral without the signature of such Pledging Party where permitted by law;


  

	 	(f)	No Pledging Party shall use or permit the Collateral to be used in violation of any applicable law, ordinance, rule, regulation or requirement of governmental
authorities, now or hereafter in effect, or any policy or contract of insurance; 

  

	 	(g)	Each Pledging Party shall perform and comply with all policies of insurance, and the rules and requirements of underwriters’ and fire prevention agencies, and all
laws, ordinances, rules and regulations relating to, and shall promptly pay when due all license fees, registration fees, taxes, assessments and other charges which may be levied upon or assessed against, the ownership, operation, possession,
maintenance, use or method of use of the Collateral; 

  

	 	(h)	Collateral Agent or its representatives shall have the right to inspect, at each Pledging Party’s place of business, the Collateral, at any time and from time to
time, at reasonable times during normal business hours and upon reasonable notice to such Pledging Party; 

  

	 	(i)	Each Pledging Party shall, at such time or times as Collateral Agent may request and at such Pledging Party’s cost and expense, prepare list(s), in such form as
shall be reasonably satisfactory to Collateral Agent, certified by such Pledging Party describing in reasonable detail all Collateral of such Pledging Party subject to this Agreement; 


 

	 	(j)	Each Pledging Party shall promptly give written notice to Collateral Agent of any damage to or destruction of any material portion of its Collateral by fire or other
casualty, or by condemnation or taking. No Pledging Party shall make, accept or consent to any settlement or agreement in respect of insurance or condemnation proceeds except as agreed in writing by Collateral Agent; and 


 

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	 	(k)	Each Pledging Party shall cause any United States subsidiary acquired or formed after the date hereof for the purpose of holding the assets purchased in connection with
that certain Asset Purchase Agreement, dated as of January 20, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Debtor and certain of Debtor’s subsidiaries,
as buyers, and Kuchera Defense Systems, Inc., Kuchera Industries, LLC and KII Inc., as sellers, to enter into a joinder agreement with the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent by which such
subsidiary shall become a Pledging Party under this Agreement. 

 4. Events of Default. Each Pledging Party
hereby agrees that the occurrence or existence of any one of the following events or conditions, as well as those events or conditions as defined in the Notes as Events of Default shall constitute an Event of Default herein (referred to herein
singularly as “Event of Default” and collectively as “Events of Default”): 
  

	 	(a)	any representation or warranty made by Debtor in the Notes or by a Pledging Party in this Agreement shall be breached or violated, or prove to be false, misleading or
inaccurate, in each case, in any material respect, which is not cured within 10 days following notice from Collateral Agent or any Lender; 

  

	 	(b)	any attachment, seizure or levy, other than a Permitted Lien, shall be made upon the Collateral, in whole or in part which is not cured within 10 days following notice
from Collateral Agent or any Lender; 

  

	 	(c)	a Pledging Party shall sell, assign or otherwise transfer, voluntarily or involuntarily, all or any part of the Collateral, except as expressly permitted herein which
is not cured within 10 days following notice from Collateral Agent or any Lender; 

  

	 	(d)	Debtor shall fail to pay, perform and discharge the Liabilities, when and as due in accordance with each of the Notes, and such failure shall continue uncured or
uncorrected past the applicable curative periods, if any; 

  

	 	(e)	except for the security interest granted to Collateral Agent herein, any security interest, lien, charge or encumbrance against the Collateral other than valid leases
of property to a Pledging Party and any other Permitted Liens, shall accrue which is not cured within 10 days following notice from Collateral Agent; 

  

	 	(f)	the failure by a Pledging Party to perform an obligation under, or the occurrence of any other default with respect to any provision of this Agreement other than as
specifically described in any other clause of this Section 4, and the continuation of such default for a period of ten (10) days after written notice thereof; 


 

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	 	(g)	breach by a Pledging Party of any of the covenants, representations, warranties or other obligations hereunder which is not cured within 10 days following notice from
Collateral Agent; or 

  

	 	(h)	the failure by Debtor to perform any obligation under, or the occurrence of any other default or event of default with respect to any provision of any Note (other than
as specifically described in any other clause of this Section 4), which is not cured within the time period provided therefor, if any. For purposes of the foregoing definition, with respect to any event or occurrence which constitutes an Event
of Default hereunder solely by reason of its constituting a default under another document or instrument, to the extent (if any) that such other document or instrument provides a grace or cure period with respect to such default, the same grace or
cure period, and only such period, shall apply with respect thereto under this Agreement. 

 5. Remedies.
Upon the occurrence or existence of any of the Events of Default, then at the option of Collateral Agent and without demand or notice to any Pledging Party (demand and notice as to any such Events of Default being hereby expressly waived by each
Pledging Party except as expressly provided in Paragraph 4 hereof), Collateral Agent shall, to the fullest extent permitted by law, be entitled, subject to the terms hereof, to: 

(a) appropriate and apply on the payment of the Liabilities (whether or not due), any and all accounts or monies held in
possession of Collateral Agent for the benefit of a Pledging Party; 
 (b) enter upon a Pledging Party’s
premises and take possession of the Collateral; 
 (c) exercise in respect to the Collateral all the rights,
powers and remedies available to Collateral Agent upon default under the Code then in effect, including the right to sell, publicly or privately, the Collateral, or any part thereof; and 

(d) exercise any and all other rights, powers and remedies as may be provided in the Notes and such other rights and
remedies as may be provided at law or in equity. 
 If any notification of intended disposition of the Collateral is required by
law, such notification, if mailed shall be deemed reasonably and properly given if mailed at least ten (10) days before such disposition, full postage prepaid, sent by certified mail return receipt requested, addressed to a Pledging Party, at
the address appearing on the records of Collateral Agent. Upon any sale of all, or any part of, the Collateral by Collateral Agent hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the
receipt of Collateral Agent or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or 

 

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purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Collateral Agent or such officer or be answerable in any way for the misapplication or
non-application thereof. 
 6. Application of Proceeds. All proceeds of sale of any of the Collateral by Collateral Agent
as herein provided shall be applied in the order set forth in Section 3 of the Intercreditor and Collateral Agency Agreement, dated as of the date hereof, by and among the Collateral Agent and the Lenders. 

7. Incorporation of Note. It is expressly understood and agreed that all the terms, covenants, conditions, agreements,
representations, warranties, obligations and provisions contained in the Notes are, by this reference, adopted and incorporated in this Agreement to the same full extent and with the same binding force and effect as if all such terms, covenants,
conditions, representations, warranties, obligations and provisions thereof were herein stated in full, it being the express intent that the Notes complement and supplement this Agreement to the extent necessary or required to protect, preserve and
confirm the rights, powers and remedies of Collateral Agent in respect of the Liabilities. 
 8. Collateral Agent’s
Right to Cure. If a Pledging Party shall fail to do any act or thing which such Pledging Party has covenanted to do hereunder, or any covenant, representation or warranty by a Pledging Party shall be breached or violated, Collateral Agent may,
but shall not be obligated to, after the expiration of the applicable curative or grace period, if any, except in the case of an emergency, do the same or cause it to be done, or remedy such breach or violation, and if, in connection therewith,
Collateral Agent shall make any advances or expenditures of money for the account of such Pledging Party, then there shall be added to the Liabilities the reasonable costs or expenses so paid or incurred by Collateral Agent, and any and all amounts
paid or incurred by Collateral Agent in taking any such action shall be repaid to Collateral Agent upon demand being made to such Pledging Party therefor and shall bear interest at the Default Rate, as defined in the Notes, from the date advanced or
expended, to and including the date of repayment. 
 9. Waiver of Liability. Nothing herein contained shall be construed
as constituting Collateral Agent a trustee or mortgagee in-possession. In the exercise of the powers herein granted and assigned to Collateral Agent, no liability shall be asserted or enforced against Collateral Agent, all such liability being
expressly waived and released by each Pledging Party and any person or persons claiming by, through or under a Pledging Party. 

10. Indemnity. Each Pledging Party shall and does hereby agree to indemnify, protect, save and hold forever harmless Collateral
Agent, the Lenders and each of their respective agents (collectively, the “Indemnitees”) from and against any and all liability, loss and damage, including court costs and reasonable attorneys’ fees and expenses, which the
Indemnitees, or any of them, may or might incur, suffer or sustain under or by reason of this Agreement and from and against any and all claims and demands whatsoever which may be asserted against the Indemnitees, or any of them, by reason of any
alleged or actual obligations or undertakings on Collateral Agent’s or any Lender’s part to perform or discharge any of the terms, covenants and agreements contained in this Agreement. If any of

  

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the Indemnitees shall incur any such liability, loss or damage or by reason of this Agreement, or in the defense of any claims or demands, or otherwise, the amount thereof, including court costs,
and reasonable attorneys’ fees and expenses, shall be secured hereby, and the Pledging Parties, jointly and severally, shall, upon demand, immediately reimburse the Indemnitees therefor, together with interest thereon at the Base Rate, from the
date of demand until reimbursement is made. 
 11. Inaction of Collateral Agent. Collateral Agent shall not, in any way,
be responsible to any Pledging Party for failure to do any or all of the things for which rights, interests, power or authority are herein granted and assigned to Collateral Agent, nor shall Collateral Agent be required to make an accounting for the
benefit of the Pledging Parties, except for monies actually received by Collateral Agent in accordance with the terms hereof, each Pledging Party hereby expressly waiving, and releasing Collateral Agent from any and all such responsibility,
liability and requirements. 
 12. Parity of Security. In the event of a default by a Pledging Party under the Notes or
this Agreement, Collateral Agent may realize upon the security given under the this Agreement singly, successively or cumulatively, at such time and in such order as Collateral Agent may, in its sole discretion, elect. 

13. Foreclosure or Other Judgments. No judgment or decree which may be entered on any Liabilities shall operate to abrogate or
lessen the effect of this Agreement, but this Agreement shall continue in full force and effect until the full and final payment and discharge of any and all Liabilities, in whatever form the Liabilities may be, and of any and all costs and expenses
incurred and sustained by virtue of the authority herein contained have been fully paid from the proceeds of the Collateral, or until such time as this Agreement may be voluntarily released. This Agreement shall also remain in full force and effect
during the pendency of any foreclosure proceedings, both before and after sale, until the issuance of a deed pursuant to a foreclosure decree, unless the Liabilities are fully and finally paid and discharged. 

14. No Waiver. No failure on the part of Collateral Agent to exercise, and no delay in exercising, any rights, powers, privileges,
interests or remedies hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights, powers, privileges, interests or remedies by Collateral Agent preclude any other or further exercise thereof or the
exercise of any other rights, powers, privileges, interests or remedies. All rights, powers and remedies hereunder are cumulative and not exclusive of any other rights, powers or remedies provided in the Note, this Agreement, or any of the Loan
Documents, or at law or in equity, and each and all such rights, powers and remedies provided in the Note or this Agreement, or at law or in equity, and each and all such rights, powers and remedies may be pursued or exercised single, successively
or cumulatively, at such time or times and in such order as Collateral Agent may, in its sole discretion, elect. 
 15.
Release and Discharge. At the time when all Liabilities and all obligations of Debtor hereunder have been fully and finally paid and performed, this Agreement shall terminate and be of no further force and effect. After such termination, if
requested by a Pledging Party, Collateral Agent shall execute and deliver to such Pledging Party for filing 
  

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in each office in which any financing statement relative to its Collateral, or any part thereof, shall be filed, a termination statement under the Code and shall also execute and deliver to such
Pledging Party a release of any and all of the Collateral for the purpose of releasing Collateral Agent’s interest in the Collateral, all without recourse to or representation, warranty and covenant by Collateral Agent and at the cost and
expense of such Pledging Party. 
 16. Further Assurances. Each Pledging Party agrees to perform such further acts and
things and to execute and deliver to Collateral Agent such additional assignments, agreements, assurances, certificates, opinions and other documents and instruments as Collateral Agent may reasonably require or deem advisable to carry into effect
the purposes of this Agreement (collectively with this Agreement, the “Collateral Documents”), or to better assure, perfect, protect, preserve and confirm unto Collateral Agent its rights, powers, privileges, interest and remedies under
this Agreement provided such additional assignments, agreements, assurances, certificates, opinions or other documents or instruments are consistent with the terms hereof and of the Notes and do not impose additional liabilities or obligations on
the Pledging Parties. 
 17. Definitions. For purposes of this Section 18, capitalized terms used but not
specifically defined in this Agreement shall have the meanings ascribed to them in the Code. As used herein, the following terms shall have the meanings set forth below: 

 

	 	(a)	“Accounts” shall mean and include: (i) any and all rights to the payment of money or other forms of consideration of any kind now or hereafter
owing or to be owing to the Debtor (whether classified under the UCC as Accounts, Chattel Paper, Electronic Chattel Paper, General Intangibles, or otherwise) including, but not limited to, accounts receivable, letters of credit and the right to
receive payment thereunder, chattel paper, tax refunds, insurance proceeds, contract rights, notes, drafts, instruments, documents, acceptances, and any other debts, obligations and liabilities in whatever form now or hereafter owing to the Debtor,
all guarantees, security and liens which secure payment of any of the foregoing, all the Debtor’s rights to goods, now owned or hereafter acquired by the Debtor, sold (delivered, undelivered, in transit or returned) which may be represented
thereby; and (ii) all proceeds of any of the foregoing. 

  

	 	(b)	 “Collateral” shall mean all of each Pledging Party’s personal property, whether now owned or hereafter acquired including,
without limitation, Accounts, Instruments, Documents, contract rights, General Intangibles, Chattel Paper, Inventory, Instruments, Equipment, Goods, Fixtures, Commercial Tort Claims, Investment Property, Letter-of-Credit Rights, Letters of Credit,
leasehold improvements, accounts receivable, documents of title, policies and certificates of insurance, all insurance proceeds, securities, cash, money, Deposit Accounts, Payment Intangibles, trademarks, trade names, patents, copyrights,
applications for trademarks, patents and copyrights, and other intellectual property rights, and all other tangible and intangible property owned by the Debtor, and books and records relating to the foregoing and all the products and proceeds of the
foregoing; provided that to the extent 


  

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that any Pledging Party owns stock or other equity interests in a direct or indirect subsidiary of the Company which is not organized or incorporated in the United States, the Collateral shall
include only 65% of such stock or equity interests. 


  

	 	(c)	“Permitted Liens” means the liens granted to Collateral Agent hereunder together with (i) any liens on the Collateral existing as of the date
hereof including the lien in favor of The Chase Manhattan Bank, N.A. granted by National Hybrid, Inc., the lien in favor of Great America Leasing Corporation granted by National Hybrid, Inc., and, in each case, any replacement liens thereof,
(ii) any liens arising in the ordinary course of business or by operation of law including mechanics’, carriers’ landlord’s, materialmen’s and other similar liens, (iii) liens for taxes, fees, assessments or other
governmental charges which are not delinquent or remain payable without penalty or which are being duly contested by a Pledging Party, (iv) liens consisting of pledges or deposits required in the ordinary course of business in connection with
workers’ compensation, unemployment insurance, social security benefits and other analogous legislation, (v) liens to secure the performance of tenders, statutory obligations, surety, governmental contracts, bids, leases, indemnity or
other similar obligations or to secure liability to insurance carriers, (vi) liens in respect of judgments or judicial attachments, (vii) liens securing capital lease obligations or liens on property arising to secure the indebtedness
incurred or assumed to purchase such property, (viii) liens arising from precautionary UCC filings, (ix) liens on accounts receivable for which attempts at collection have been undertaken by an authorized third party, (x) the rights
of collecting banks or other financial institutions having a right of setoff, revocation or chargeback with respect to money or instruments in the possession of such financial institution, (xi) imperfections of title, covenants, restrictions,
easements and other encumbrances on real property that do not interfere with the utility, operation, value or marketability of the real property on which such lien is imposed, (xii) leases or subleases granted to others not interfering in any
material respect with the business of a Pledging Party or any interest or title of a lessor under any lease, (xiii) any liens on the Collateral in favor of the Convertible Collateral Agent granted in connection with the Convertible Notes and
(xiv) any liens created or granted in connection with any Permitted Senior Debt. 

 18. Subordination.
The Collateral Agent and the Convertible Collateral Agent hereby agree as follows: 
  

	 	(a)	The Convertible Collateral Agent hereby acknowledges the granting of the Security Interest hereunder and acknowledges the existence, validity and enforceability of the
Security Interest. 

  

	 	(b)	The Convertible Collateral Agent hereby acknowledges that the debt evidenced by the Notes constitutes “Permitted Senior Debt” as defined in the Convertible
Notes and that the Security Interest granted hereunder constitutes “Permitted Liens” as defined in the US Security Agreement (as such term is defined in the Convertible Notes). 


 

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	 	(c)	The Convertible Collateral Agent hereby agrees and acknowledges that the Security Interest shall rank in priority ahead of the security interest securing payment of the
Convertible Notes (the “Subordinate Security Interest”). 

  

	 	(d)	The Collateral Agent and the Convertible Collateral Agent hereby agree that the subordination of the Subordinate Security Interest to the Security Interest agreed to
herein shall remain in force notwithstanding the time, order or method of creation, attachment or perfection of the respective security interests and/or liens granted in their favor to secure the applicable or the filing or recording of financing
statements or other documents; the validity or enforceability of the security interests and liens granted in favor of the respective secured parties; the dating, execution or delivery of any agreement, document or instrument granting any such
secured party a security interests and/or liens in or on any or all of the property or assets of any pledgor; the date on which any indebtedness is extended; the giving or failure to give notice of the acquisition or expected acquisition of any
purchase money or other security interest; any provision of the Uniform Commercial Code, including any rule for determining priority thereunder or under any other law or rule governing the relative priorities of secured creditors, including with
respect to real property or fixtures; any provision set forth in any applicable debt or security document; or the possession or control by any applicable secured party or any bailee of all or any part of any Collateral as of the date hereof or
otherwise. 

  

	 	(e)	The Collateral Agent and the Convertible Collateral Agent acknowledge that the lien priorities provided in this Section 18 shall not be affected or impaired in any
manner whatsoever, including, without limitation, on account of (i) the invalidity, irregularity or unenforceability of all or any part of the applicable debt or security documents, (ii) any amendment, change or modification of any debt or
security document, or (iii) any impairment, modification, change, exchange, release or subordination of or limitation on, any liability of, or stay of actions or lien enforcement proceedings against, either the Collateral Agent or the
Convertible Collateral Agent, or any of their respective property or estate in bankruptcy resulting from any bankruptcy, arrangement, readjustment, composition, liquidation, rehabilitation, similar proceedings or otherwise involving or affecting the
Collateral Agent or the Convertible Collateral Agent. 

  

	 	(f)	From time to time upon request by the Collateral Agent, the Convertible Collateral Agent shall perform, execute and deliver all acts, deeds, statements, assignments and
other documents and assurances and do all matters and things as may be necessary from time to time to give full force and effect to the intent of this Section 18. 


 

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 19. Notices. Any and all notices given in connection with this Agreement shall be
deemed adequately given only if given as set forth in the Note. 
 20. Miscellaneous. It is further understood and agreed
that: 
  

	 	(a)	Time is of the essence with respect to each and every covenant, agreement and obligation of the Pledging Parties under this Agreement; 


 

	 	(b)	This Agreement, and all the terms, covenants agreements and conditions hereof, shall extend to, be binding upon and enforceable against each Pledging Party and its
successors and assigns, but the privileges and benefits herein accruing to each Pledging Party shall extend and inure only to such of its successors and assigns as may be permitted pursuant to this Agreement. All liabilities and obligations of
Pledging Parties hereunder are, and shall be, at all times, joint and several; 

  

	 	(c)	This Agreement, and all the terms, covenants, agreements and conditions hereof, shall extend to and inure to the benefit of Collateral Agent, its successors and
assigns; 

  

	 	(d)	The representations, warranties and covenants made by Pledging Parties under this Agreement are, and shall be deemed to be, of continuing force and effect until all the
Liabilities have been fully and finally paid and performed; 

  

	 	(e)	Each Pledging Party agrees jointly and severally to pay, on demand of Collateral Agent, all reasonable costs and expenses paid, sustained or incurred by Collateral
Agent, including without limitation, court costs and reasonable attorneys’ fees and expenses, in connection with the enforcement of this Agreement; 

  

	 	(f)	The singular shall include the plural, and the plural the singular, and pronouns of any gender shall include the other gender, wherever required by the context hereof;


  

	 	(g)	Except as otherwise specifically provided herein, Collateral Agent has the right, whenever its consent or approval is required hereunder, to withhold, or to refuse to
grant, such consent or approval, which right is exercisable by Collateral Agent in its absolute discretion; 

  

	 	(h)	The paragraph headings of this Agreement are for convenience only and are not intended to alter, limit or enlarge in any way the scope or meaning of the language
hereof; and 

  

	 	(i)	 EACH PLEDGING PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. DEBTOR HEREBY EXPRESSLY ACKNOWLEDGES 



 

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THIS WAIVER IS A MATERIAL, INDUCEMENT FOR SECURED PARTY TO ACCEPT THIS AGREEMENT AND TO MAKE THE LOAN SECURED HEREBY AND BY THE OTHER LOAN DOCUMENTS. 



 

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 IN WITNESS WHEREOF, the Debtor and each other Pledging Party has hereto set its hand
and seal to this Agreement as of the date first above written, pursuant to proper authority duly granted. 
  

							
	PLEDGING PARTIES:	 		 	API TECHNOLOGIES CORP.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer

			
		 		 	API CRYPTEK, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer

			
		 		 	CRYPTEK USA CORP.
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	NATIONAL HYBRID, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer

			
		 		 	KEYTRONICS, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 President

			
		 		 	FILTRAN INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Vice President










							
		 		 	PACE TECHNOLOGY, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer

			
		 		 	API NANOFABRICATION AND RESEARCH CORPORATION
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Vice President

			
		 		 	API ELECTRONICS INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 President

			
		 		 	TM SYSTEMS II, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 President

			
		 		 	API SYSTEMS, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer

			
		 		 	API DEFENSE, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer



 

 14 









							
		 		 	API DEFENSE USA, INC.
				
		 		 	By:	 	 /s/ Stephen Pudles

		 		 	Name:	 	 Stephen Pudles

		 		 	Title:	 	 Chief Executive Officer

			
	COLLATERAL AGENT:	 		 	ICARUS INVESTMENT CORPORATION
				
		 		 	By:	 	 /s/ Jason DeZwirek

		 		 	Name:	 	 Jason DeZwirek

		 		 	Title:	 	  

	 Acknowledged and agreed with

respect to Section 18:

			
	CONVERTIBLE COLLATERAL AGENT:	 		 	ICARUS INVESTMENT CORPORATION
				
		 		 	By:	 	 /s/ Jason DeZwirek

		 		 	Name:	 	 Jason DeZwirek

		 		 	Title:	 	  


  


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