Form of Warrant



 Exhibit 10.5 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY
STATE SECURITIES LAW. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED. 
 WARRANT

  

			
	 1-    -10-1
	 	January [20] [22], 2010

 To
Purchase              Shares of Common Stock of 
 API
Technologies Corp., a Delaware corporation (the “Company”) 
 1. Number of Shares; Exercise Price; Term.
This certifies that for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged                     
(“Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time after the date hereof and at or prior to 11:59 p.m. Central Time, on January     , 2015 (the
“Expiration Time”), but not thereafter, to acquire from the Company, in whole or in part, from time to time, up
to                     (            ) fully paid and nonassessable shares (the
“Shares”) of common stock, $0.001 par value, of the Company (“Common Stock”), at a purchase price of $1.40 per share (the “Exercise Price”). The right to purchase all of the Shares under the Warrant
shall vest immediately upon issuance of this Warrant. The number of Shares, type of security and Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock” and “Exercise Price” herein shall
be deemed to include any such adjustment or series of adjustments. 
 2. Exercise of Warrant. The purchase rights
represented by this Warrant are exercisable by the Holder, in whole or in part, at any time, or from time to time, prior to the Expiration Time by the surrender of this Warrant and the Notice of Exercise annexed hereto, all duly completed and
executed on behalf of the Holder, at the office of the Company in Toronto, Ontario, Canada (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of
the Company) and upon payment of the Exercise Price for the Shares thereby purchased (by cash, certified or cashier’s check, or wire transfer payable to the Company). Thereupon, the Holder as the holder of this Warrant, shall be entitled to
receive from the Company a stock certificate in proper form representing the number of Shares so purchased, and a new Warrant in substantially identical form and dated as of such exercise date for the purchase of that number of Shares equal to the
difference, if any, between the number of Shares subject hereto and the number of Shares as to which this Warrant is so exercised. 

3. Issuance of Shares. Certificates for Shares purchased hereunder shall be delivered to the Holder within a reasonable time after
the date on which this Warrant shall have been exercised in accordance with the terms hereof. All Shares that may be issued upon the exercise 







 
of this Warrant shall, upon such exercise, be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issuance thereof
(other than liens or charges created by or imposed upon the Holder as the holder of the Warrant or taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that the Shares so issued shall be and
shall for all purposes be deemed to have been issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised in accordance with the terms hereof. The Company will at
all times reserve and keep available, solely for issuance, sale and delivery upon the exercise of this Warrant, such number of Shares, equal to the number of such Shares purchasable upon the exercise of this Warrant. 

4. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise
of this Warrant. In lieu of any fractional Warrant Share to which the Holder as the holder would otherwise be entitled, the Holder shall be entitled, at its option, to receive either (i) a cash payment equal to the excess of fair market value
for such fractional Warrant Share above the Exercise Price for such fractional share (as determined in good faith by the Company) or (ii) a whole Share if the Holder tenders the Exercise Price for one whole share. 

5. No Rights as Shareholders. This Warrant does not entitle the Holder as a holder hereof to any voting rights or other rights as
a shareholder of the Company prior to the exercise hereof. 
 6. Exchange and Registry of Warrant. This Warrant is
exchangeable, upon the surrender hereof by Holder as the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of substantially identical form and dated as of such exchange. The Company shall maintain at the
above-mentioned office or agency a registry showing the name and address of Holder as the registered Holder of this Warrant. This Warrant may be surrendered for exchange or exercise, in accordance with its terms, at the office of the Company, and
the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry. 
 7.
Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new
Warrant of like tenor and dated as of such cancellation and reissuance, in lieu of this Warrant. 
 8. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day that is not a Saturday or a Sunday or a legal holiday. 
  

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 9. Adjustments of Rights. The purchase price per Share and/or the number of Shares
purchasable hereunder are subject to adjustment from time to time as follows: 
 (a) Merger or Consolidation. If at any
time there shall be a merger or a consolidation of the Company with or into another corporation when the Company is not the surviving corporation, then, as part of such merger or consolidation, lawful provision shall be made so that the Holder as
the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares of stock or other securities
or property (including cash) of the successor corporation resulting from such merger or consolidation, to which the Holder as the holder of the stock deliverable upon exercise of this Warrant would have been entitled in such merger or consolidation
if this Warrant had been exercised immediately before such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder as
the holder of this Warrant after the merger or consolidation. This provision shall apply to successive mergers or consolidations. 

(b) Reclassification, Recapitalization, etc. If the Company at any time shall, by subdivision, combination or reclassification of
securities, recapitalization, automatic conversion, or other similar event affecting the number or character of outstanding shares of Common Stock, or otherwise, change any of the securities as to which purchase rights under this Warrant exist into
the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change. 

(c) Split, Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired
shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, the Exercise Price shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a
combination. 
 (d) Common Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired
shall pay a dividend with respect to Common Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock payable in shares of Common Stock, then the Exercise Price shall be adjusted, from and after the date of
determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which
shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such
dividend or distribution. 
 10. Adjustment of Number of Shares. Upon each adjustment in the Exercise Price pursuant to
Section 9 hereof, the number of Shares purchasable hereunder shall be adjusted, to the nearest whole Share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment by a fraction
(i) the numerator of which shall be the Exercise Price immediately prior to such adjustment, and (ii) the denominator of which shall be the Exercise Price immediately after such adjustment. 

 

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 11. Notice of Adjustments; Notices. Whenever the Exercise Price or number or type of
securities issuable hereunder shall be adjusted pursuant to Sections 9 or 10 hereof, the Company shall issue and provide to the Holder as the holder of this Warrant, within ten (10) days after the event requiring the adjustment, a
certificate signed by an officer of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Exercise Price and number of Shares
purchasable hereunder after giving effect to such adjustment. 
 12. Governing Law. This Warrant shall be binding upon
any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state, without giving effect to the conflict of
laws principles. 
 13. Amendments. This Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Company and the Holder as the holder hereof. 
 14. Representations and
Warranties of the Holder. In connection with the issuance of this Warrant, the Holder makes the following representations and warranties to the Company. The Holder understands that (a) the Company will rely on the representations and
warranties set forth below for purposes of determining that the issuance of the Warrants is exempt from registration under the Securities Act and (b) neither the Warrant nor the Shares will be registered under the Securities Act of 1933, as
amended (the “Securities Act”) in reliance upon an exemption from registration thereunder, which in the case of the Holder, is Regulation D under the Securities Act. 

The Holder makes the following representations and warranties to the Company: 

(a) The Holder has substantial experience in evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. 

(b) The Holder is acquiring the Warrant and the Shares for investment for its own account, not as a nominee or agent, and
not with the view to, or for resale in connection with, any distribution thereof. The Holder is an “accredited investor” within the meaning of Regulation D, Section 501(a), promulgated by the Securities and Exchange Commission.

 (c) The Holder has had an opportunity to discuss the Company’s business, management and financial affairs
with the Company’s management and has also had an opportunity to ask questions of the Company’s officers, which questions were answered to its satisfaction. 

(d) The Holder understands that the Warrant and the Shares being offered and sold to it in reliance on the exemption from
the registration requirements of United States federal and state securities laws; 
  

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 (e) The Holder understands that the Company is relying upon the truth and
accuracy of the representations, warranties, agreement and understandings of the Holder set forth herein in order to determine the applicability of such exemption and the suitability of the Holder to acquire the Warrant and the Shares. 

15. Notice. All notices hereunder shall be in writing and shall be effective (a) on the day on which delivered if delivered
personally or transmitted by telecopier with evidence of receipt, (b) one business day after the date on which the same is delivered to a nationally recognized overnight courier service with evidence of receipt, or (c) five business days
after the date on which the same is deposited, postage prepaid, in the United States mail or Canadian mail, sent by certified or registered mail, return receipt requested, and addressed to the party to be notified at the address indicated below for
the Company, or at the address for the Holder set forth in the registry maintained by the Company pursuant to Section 6, or at such other address and/or telecopy and/or to the attention of such other person as the Company or the Holder
may designate by ten-day advance written notice. Any notice to the Company shall include a copy sent in the same manner as notices sent hereunder to Leslie J. Weiss, Barnes & Thornburg, One North Wacker Drive, Suite 4400, Chicago, IL
60606-2833. 
 16. Transfer. This Warrant may be transferred in whole or in part provided that the issuance of the
Warrant or the Shares to the transferee and the sale of the Warrant or the Shares by the transferee is in compliance with Regulation S and Rule 144 promulgated under the Securities Act and does not otherwise violate Section 5 of the Securities
Act or the registration requirements of any state securities laws and the Company has received an opinion of counsel from the Holder to that effect. 

17. Entire Agreement. This Warrant and the form attached hereto contain the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto. 

[signature page to follow] 
  

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 IN WITNESS WHEREOF, API Technologies Corp. has caused this Warrant to be executed by its
duly authorized officer. 
 Dated: January [20] [22], 2010 

 

			
	 API Technologies Corp.

a Delaware corporation

		
	By:	 	  

	Its:	 	  




HOLDER 

	
	  

	  

	  


  


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