SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

API Technologies Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00187E104

(CUSIP Number)

Vintage Albany Acquisition, LLC

c/o Vintage Capital Management, LLC

Brian R. Kahn

4705 S. Apopka Vineland Rd. Suite 210

Orlando, Florida 32819

(407) 909-8015

With a copy to:

Bradley L. Finkelstein

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 29, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.    

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00187E104

1.	Names of Reporting Persons. Vintage Albany Acquisition, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Vintage Albany Partners LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) PN

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Vintage Albany Partners GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Vintage Capital Management, LLC.
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Kahn Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Brian R. Kahn
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Andrew M. Laurence
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

CUSIP No. 00187E104

1.	Names of Reporting Persons. Jeremy R. Nowak
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a)  x        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power None
		8.	Shared Voting Power 22,000,000
		9.	Sole Dispositive Power None
		10.	Shared Dispositive Power 22,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,000,000
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11) 39.7%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated based on 55,427,050 shares of common stock, par value $0.001 per share, outstanding as of October 2, 2015, as reported in the Form 10-Q for the quarterly period ended August 31, 2015 of API Technologies Corp.

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on January 31, 2011 (the “Original 13D” and, together with Amendment No. 1, the “Schedule 13D”) with respect to the items and matters described below. Capitalized terms used but not defined herein have the meanings set forth in the Original 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is supplemented as follows:

JFL Merger Agreement

On February 28, 2016, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with RF1 Holding Company (“Parent”) and RF Acquisition Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Issuer (the “Merger”) with the Company surviving the Merger as a wholly owned subsidiary of Parent, as described in the Issuer’s Current Report on Form 8-K, filed on March 1, 2016 (the “March 1, 2016 8-K”). Parent and Merger Sub are affiliates of private equity firm J.F. Lehman & Company. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the March 1, 2016 8-K.

Stockholder Consent

On February 29, 2016, Vintage Albany Acquisition and Steel Excel Inc. (“Steel” and together with Vintage Albany Acquisition, the “Majority Shareholders”), the record and beneficial owners of 22,000,000 and 11,423,278 shares, respectively, approved the Merger and adopted the Merger Agreement by written consent (the “Written Consent”). Together, the Majority Shareholders hold over a majority of the outstanding shares. The approval by the Majority Shareholders constitutes the required approval of the Merger and adoption of the Merger Agreement by the Issuer’s stockholders under the Delaware General Corporation Law and the Company’s certificate of incorporation.

By executing the irrevocable Written Consent, each of the Majority Shareholders has agreed, among other things, (1) not to transfer any shares at any time prior to the consummation of the Merger, (2) to irrevocably waive any rights to appraisal of the fair value of any of its shares and (3) to forego participation as a plaintiff or member of a plaintiff class in any action with respect to any claim based on its status as a stockholder of the Issuer relating to the negotiation, execution or delivery of the Written Consent or the consummation of (but not the failure to consummate) the Merger and to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by Parent in writing. Parent is a third party beneficiary of the waivers and agreements set forth in the Written Consent.

The foregoing description of the Written Consent does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Written Consent, which is attached as Exhibit 4 hereto and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities

Item 6 of the Schedule 13D is amended and restated as follows:

On January 21, 2011, Issuer and Vintage Albany Acquisition entered into a Registration Rights Agreement.

On January 31, 2011 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

On February 29, 2015, Vintage Albany Acquisition executed the Written Consent. The information set forth or incorporated by reference in Item 4 of this Schedule 13D is hereby incorporated by reference in this Item 6.

Other than as described herein, the Reporting Persons filing this Statement are not parties to any contract, arrangement, understanding or relationships with any other person with respect to securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Item 7 of this Schedule 13D is supplemented as follows:

Exhibit 3: Agreement and Plan of Mergers, dated as of February 28, 2016, by and among the API Technologies Corp., RF1 Holding Company and RF Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed on March 1, 2016).

Exhibit 4: Written Consent of the Stockholders of API Technologies Corp., dated as of February 29, 2016, executed by the Vintage Albany Acquisition, LLC and Steel Excel Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 2, 2016	/s/ Brian R. Kahn
	Brian R. Kahn, for (i) himself; (ii) as the sole member of Kahn Capital, LLC, (iii) as member of Vintage Capital Management, LLC and Vintage Albany Partners GP, LLC, the general partner of Vintage Albany Partners, L.P., sole member of Vintage Albany Acquisition, LLC.
Date: March 2, 2016	/s/ Andrew M. Laurence
	Andrew M. Laurence for himself
Date: March 2, 2016	/s/ Jeremy R. Nowak
	Jeremy R. Nowak for himself

EXHIBIT INDEX

Exhibit Number	Description
1	Joint Filing Agreement dated as of January 31, 2011 by and among Vintage Albany Acquisition, Vintage Albany Partners LP, Vintage Albany Partners LLC, Vintage Capital, Kahn Capital, Brian Kahn, Andrew Laurence and Jeremy Nowak.*
2	Registration Rights Agreement dated as of January 21, 2011 between API Technologies Corp. and Vintage Albany Acquisition, LLC.*
3	Merger Agreement, dated as of February 28, 2016, by and among the API Technologies Corp., RF1 Holding Company and RF Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed on March 1, 2016).
4	Written Consent of the Stockholders of API Technologies Corp., dated as of February 29, 2016, executed by the Vintage Albany Acquisition, LLC and Steel Excel Inc.

* Previously Filed

EX-4

Exhibit 4

API TECHNOLOGIES CORP.

Written Consent of Stockholders

In Lieu of Meeting

The undersigned (the “Stockholders”), being the holders of the shares of capital stock of API Technologies Corp., a Delaware corporation (the “Company”), set forth opposite the name of each Stockholder on Schedule I hereto as of February 29, 2016 (being the date on which the Board of Directors of the Company (the “Company Board”) adopted the resolutions for approval of the matters described herein) hereby irrevocably consent in writing, pursuant to Section 228 and Section 251 of the Delaware General Corporation Law (the “DGCL”) and as authorized by the Amended and Restated Certificate of Incorporation of the Company, as amended, and Article II, Section 16 of the Amended and Restated Bylaws of the Company, to the actions and adoption of the resolutions set out below by written consent in lieu of a meeting of stockholders of the Company:

RECITALS

WHEREAS, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 28, 2016, by and among the Company, RF1 Holding Company (“Parent”) and RF Acquisition Sub, Inc. (“Merger Sub”), a copy of which has been provided to the Stockholders and is attached hereto as Exhibit A (capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement, among other things, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Owned Company Shares, Dissenting Company Shares and the Company Voting Stock) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $2.00, without interest thereon (the “Merger Consideration”);

WHEREAS, the undersigned have reviewed the Merger Agreement and such other information as they believe necessary to make an informed decision concerning their vote on the adoption of the Merger Agreement, and the undersigned have had the opportunity to consult with their own legal, tax and/or financial advisor(s) regarding the consequences to them of the Merger, the Merger Agreement and the execution of this written consent;

WHEREAS, the Company Board has received the opinion of its financial advisor, Jefferies LLC, dated as of the date of the Merger Agreement, addressed to the Company Board, to the effect that, as of such date and based upon and subject to the various qualifications and assumption set forth therein, the Merger Consideration to be paid to the holders of the Shares pursuant to the Merger Agreement is fair from a financial point of view to such holders;

WHEREAS, the Company Board, by resolutions duly adopted by unanimous vote, has (i) determined that it is in the best interests of, and fair to, the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the

Merger Agreement by the Company, the performance by the Company of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) declared the advisability of the Merger Agreement; (iv) resolved to recommend that the Company Stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL; and (v) directed that the Merger Agreement be submitted to the Company Stockholders and holders of Subsidiary Exchangeable Stock for purposes of obtaining the Requisite Stockholder Approval in compliance with applicable Law, the Charter and the Bylaws;

WHEREAS, the affirmative vote or written consent of stockholders necessary to authorize the Merger is (i) the affirmative vote in favor of the adoption of the Merger Agreement by a majority of the outstanding stock of the Company entitled to vote thereon pursuant to Section 251 of the DGCL, or (ii) the written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize the Merger at a meeting in which all shares entitled to vote thereon were present and voted pursuant to Section 228 of the DGCL (the “Company Shareholder Approval”);

WHEREAS, the undersigned desire to waive any rights to appraisal of the fair value of such stockholder’s shares of Company Common Stock and rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise;

WHEREAS, the undersigned desire to waive certain other claims in connection with this written consent, the Merger Agreement and the Merger;

WHEREAS, as of the date of this written consent, the Stockholders are the record and beneficial owners of 33,377,192 Shares, constituting approximately 59.8% of the aggregate voting power of all outstanding Shares and a majority of the voting power of all outstanding stock of the Company entitled to vote on the Merger Agreement and the Merger and the execution and delivery of this written consent shall constitute the Requisite Stockholder Approval; and

WHEREAS, pursuant to the Merger Agreement and in accordance with Section 251 of the DGCL, the Company Board has the power to terminate the Merger Agreement under certain circumstances after the Requisite Stockholder Approval is obtained by this written consent, upon the terms and subject to the conditions set forth in the Merger Agreement.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED as follows:

RESOLVED, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are hereby authorized, accepted, adopted and approved in all respects, and that the Stockholders hereby vote all of the shares of capital stock of the Company held by such Stockholders and entitled to vote thereon in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger; provided, however, that this written consent shall be of no further force or effect following any termination of the Merger Agreement in accordance with its terms (but only to the extent permitted after receipt of the Requisite Stockholder Approval).

FURTHER RESOLVED, that each of the undersigned hereby agrees not to transfer any shares of Company Common Stock held by the undersigned at any time prior to the Effective Time.

2

FURTHER RESOLVED, that each of the undersigned hereby irrevocably waives any rights to appraisal of the fair value of such stockholder’s shares of Company Common Stock and any rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise.

FURTHER RESOLVED, that the undersigned hereby agree (on their own behalf and on behalf of their successors-in-interest, transferees or assignees) to forego participation as a plaintiff or member of a plaintiff class in any action (including any class action) with respect to any claim, direct, derivative or otherwise, based on their status as stockholders of the Company relating to the negotiation, execution or delivery of this written consent or the Merger Agreement or the consummation of (but not the failure to consummate) the Merger and the other transactions contemplated by the Merger Agreement, and to take all necessary steps to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by the Parent in writing. For the avoidance of doubt, none of the undersigned waive, release or discharge any claims relating to the right to receive the Merger Consideration under the Merger Agreement.

FURTHER RESOLVED, that this written consent is coupled with an interest and is irrevocable.

FURTHER RESOLVED, that the Stockholders hereby waive compliance with any and all notice requirements imposed by the Amended and Restated Certificate of Incorporation of the Company, as amended, the Amended and Restated Bylaws of the Company, the DGCL or other applicable Law.

FURTHER RESOLVED, that this written consent may be executed in two or more counterparts, each of which when so executed shall be an original, and all such counterparts shall together constitute one and the same instrument, and signatures to this written consent transmitted by facsimile or PDF copy shall be deemed original signatures for all purposes, and such execution and transmission shall be considered valid, binding and effective for all purposes.

FURTHER RESOLVED, that Parent, as an express third party beneficiary, may rely upon the foregoing waivers and agreements as being binding in all respects against each of the undersigned.

This written consent shall be filed in the book in which proceedings of meetings of the stockholders of the Company are recorded and shall be treated for all purposes as action taken at a meeting of stockholders.

[signature pages follow]

3

IN WITNESS WHEREOF, the undersigned Stockholders have executed this Written Consent of Stockholders In Lieu of Meeting.

STEEL EXCEL INC.
By:	/s/ Jack L Howard
	Name: Jack L Howard
	Title:   President
Date:	February 29, 2016
VINTAGE ALBANY ACQUISITION LLC
By:	/s/ Brian Kahn
	Name: Brian Kahn
	Title:   Manager
Date:	February 29, 2016

SCHEDULE I

Stockholders	Shares
Steel Excel Inc.	11,377,192
Vintage Albany Acquisition LLC	22,000,000