EXHIBIT 4.29 ------------ [GRAPHIC OMITTED] [LOGO - EXFO] SECOND AMENDING AGREEMENT TO THE EMPLOYMENT AGREEMENT This Second Amending Agreement dated as of September 1, 2002, is entered into by and between EXFO Electro-Optical Engineering Inc., a...Employment Agreement • January 15th, 2004 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Texas
EXHIBIT 4.2 Form of Trust Agreement among EXFO Electro-Optical Engineering Inc., Germain Lamonde, GEXFO Investissements Technologiques inc., Fiducie Germain Lamonde and G. Lamonde Investissements Financiers inc. THIS AGREEMENT made as of the [ ] day...Agreement • June 9th, 2000 • Exfo Electro Optical Engineering Inc • Quebec
ARTICLE 1 INTERPRETATIONShare Purchase Agreement • January 18th, 2002 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Quebec
EXHIBIT 4.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION DATED AS OF NOVEMBER 4, 2000,Employment Agreement • January 18th, 2001 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • New York
EXHIBIT 4.30 ------------ ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 16th, 2003 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Texas
EXHIBIT 1.1 EXFO ELECTRO-OPTICAL ENGINEERING INC. (incorporated under the Canada Business Corporations Act) 7,000,000 Subordinate Voting Shares FORM OF PURCHASE AGREEMENT Dated June 29, 2000 2 Table of ContentsPurchase Agreement • June 28th, 2000 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • New York
1 EXHIBIT 10.15 [LOGO OMITTED] EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), dated as of May 29, 2000, is entered into by and between EXFO Electro-Optical Engineering Inc., a corporation having its principal place of business at...Employment Agreement • June 28th, 2000 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Quebec
1 EXHIBIT 10.13 FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2000 • Exfo Electro Optical Engineering Inc • New York
EXHIBIT 4.3 AGREEMENT OF MERGER DATED AS OF AUGUST 20, 2001,Agreement of Merger • January 18th, 2002 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Quebec
1 EXHIBIT 10.15 Form of Employment Agreement of Germain Lamonde. This Employment Agreement (the "Agreement"), dated as of May 29, 2000, is entered into by and between EXFO Electro-Optical Engineering Inc., a corporation having its principal place of...Employment Agreement • June 9th, 2000 • Exfo Electro Optical Engineering Inc • Quebec
Loan agreement dated as of May 11, 1993, between GEXFO Investissements Technologiques inc. ("GEXFO") and EXFO Electro-Optical Engineering Inc. ("EXFO").Exfo Electro Optical Engineering Inc • June 9th, 2000
EXHIBIT 4.16 [EXFO LOGO] [GRAPHIC OMITTED] FIRST AMENDING AGREEMENT TO THE EMPLOYMENT AGREEMENT This First Amending Agreement dated as of September 1, 2000, is entered into by and between EXFO Electro-Optical Engineering Inc., a corporation having its...Employment Agreement • January 18th, 2001 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Quebec
EXHIBIT 4.32 ------------ EXFO GNUBI PRODUCTS GROUP INC. EXECUTIVE EMPLOYMENT AGREEMENT JAMES R. STEVENS TABLE OF CONTENTS 1. Definitions..................................................... 1 2. Employment and...Employment Agreement • January 15th, 2004 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Texas
11172239 Canada Inc. c/o Mr Germain LamondeArrangement Agreement • July 16th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
COVENANTS OF TENANT: - Pay the rent and the operating expenses mentioned in section 6 of the Lease Agreement. - Pay the taxes and duties. - Pay the cleaning expenses as well as the maintenance and repairs of the heating and air conditioning systems...Lease Agreement • June 9th, 2000 • Exfo Electro Optical Engineering Inc
EXHIBIT 4.31 ------------ EXFO PROTOCOL INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • January 16th, 2003 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Quebec
AMENDMENT NUMBER ONE TOAgreement of Merger • January 18th, 2002 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals
PREAMBLEAssignment and Sale Agreement • July 13th, 2001 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Ontario
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • August 13th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
WHEREAS the Purchaser, the Corporation and G. Lamonde Investissements Financiers Inc. (the “Purchaser Parent”) entered into an arrangement agreement on June 7, 2021 (as amended, supplemented, restated, extended, replaced or otherwise modified from time to time, the “Agreement”) contemplating an arrangement (the “Arrangement”) of the Corporation under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by the Purchaser of all the outstanding subordinate voting shares (the “Subordinate Voting Shares”) of the Corporation not already owned by the Purchaser or any of its affiliates;
SUMMARY IN ENGLISHExfo Electro Optical Engineering Inc • June 28th, 2000 • Instruments for meas & testing of electricity & elec signals
AGREEMENT AND PLAN OF MERGER BY AND AMONG GEXFO DISTRIBUTION INTERNATIONALE INC., EXFO SERVICE ASSURANCE, INC. and BRIX NETWORKS, INC. and CHARLES RIVER VENTURES, LLC April 2, 2008Agreement and Plan of Merger • May 5th, 2008 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Massachusetts
This Agreement and Plan of Merger (this "Agreement"), is entered into as of the 2nd day of April 2008, by and among GEXFO Distribution Internationale Inc., a Province of Québec corporation ("Parent"), EXFO Service Assurance, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Brix Networks, Inc., a Delaware corporation (the "Company"), and solely with respect to Articles 1 and 6, Charles River Ventures, LLC, as the Stockholders' Representative. Capitalized terms that are used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Article 8 of this Agreement.
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • August 13th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
WHEREAS the Purchaser, the Corporation and G. Lamonde Investissements Financiers Inc. (the “Purchaser Parent”) entered into an arrangement agreement on June 7, 2021 (as amended, supplemented, restated, extended, replaced or otherwise modified from time to time, the “Agreement”) contemplating an arrangement (the “Arrangement”) of the Corporation under Section 192 of the Canada Business Corporations Act, the result of which shall be the acquisition by the Purchaser of all the outstanding subordinate voting shares (the “Subordinate Voting Shares”) of the Corporation not already owned by the Purchaser or any of its affiliates;
EXFO INC. - and - PHOTONIC ACQUISITION INC. SHARE PURCHASE AGREEMENT FOR THE SHARES OF EXFO PHOTONIC SOLUTIONS INC. OCTOBER 1, 2010Share Purchase Agreement • October 8th, 2010 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals • Ontario
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SEVERANCE AND GENERAL RELEASE AGREEMENT ("AGREEMENT")Severance and General Release Agreement • January 15th, 2004 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals
EXHIBIT 4.31 ------------ SEPARATION AGREEMENT AND GENERAL RELEASE WHEREAS Mr. Sami Yazdi is employed by EXFO Protocol Inc. (the "Employer"), a subsidiary of EXFO Electro-Optical Engineering Inc., having its head office at 465 Godin Avenue, Vanier,...Exfo Electro Optical Engineering Inc • January 15th, 2004 • Instruments for meas & testing of electricity & elec signals
WHEREAS Mr. Sami Yazdi is employed by EXFO Protocol Inc. (the "Employer"), a subsidiary of EXFO Electro-Optical Engineering Inc., having its head office at 465 Godin Avenue, Vanier, Quebec, G1M 3G7.
EXHIBIT 10.14 SUMMARY IN ENGLISH Sale Agreement entered into as of September 1, 1999 between 9080-9823 Quebec inc. and GEXFO Investissements Technologiques inc. TRANSACTION: GEXFO Investissements Technologiques inc. ("GEXFO") sells, assigns and...Sale Agreement • June 9th, 2000 • Exfo Electro Optical Engineering Inc
THIRD AMENDING AGREEMENTThird Amending Agreement • August 13th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
WHEREAS the Purchaser, the Purchaser Parent and the Corporation entered into an arrangement agreement dated June 7, 2021, as amended by an Amending Agreement dated as of July 6, 2021 and as further amended by a Second Amending Agreement dated as of July 12, 2021 (the “Arrangement Agreement”), pursuant to which, among other things, the Purchaser has agreed, subject to the satisfaction or waiver of the closing conditions set out therein, to acquire all of the issued and outstanding subordinate voting shares of the Corporation (the “Subordinate Voting Shares”) other than those Subordinate Voting Shares owned or beneficially controlled by the Purchaser, the Rolling Shareholder (assuming an agreement is reached between the Purchaser or any of its affiliates and the Rolling Shareholder prior to the filing of the Articles of Arrangement such that the Rolling Shareholder will, effective upon Closing, become a shareholder of the Purchaser) or any of their affiliates;
1 EXHIBIT 10.3 SUMMARY IN ENGLISH Offer to acquire a building, dated February 23, 2000, between EXFO Electro-Optical Engineering Inc. ("EXFO") and Groupe Mirabau inc. ("Mirabau"), as accepted by Mirabau on February 24,2000. BUYER: EXFO SELLER: Mirabau...Exfo Electro Optical Engineering Inc • June 9th, 2000
ContractShare Transfer Agreement • November 25th, 2009 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals
AWS HOLDING AB AND ETTORE J. CORINGRATO JR GEXFO DISTRIBUTION INTERNATIONALE INC. SHARE TRANSFER AGREEMENT REGARDING PICOSOLVE AB
SECOND AMENDING AGREEMENTSecond Amending Agreement • July 16th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
WHEREAS the Purchaser, the Purchaser Parent and the Corporation entered into an arrangement agreement dated June 7, 2021, as amended by an Amending Agreement dated as of July 6, 2021 (the “Arrangement Agreement”), pursuant to which, among other things, the Purchaser has agreed, subject to the satisfaction or waiver of the closing conditions set out therein, to acquire all of the issued and outstanding subordinate voting shares of the Corporation (the “Subordinate Voting Shares”) other than those Subordinate Voting Shares owned or beneficially controlled by the Purchaser, the Rolling Shareholder (assuming an agreement is reached between the Purchaser or any of its affiliates and the Rolling Shareholder prior to the filing of the Articles of Arrangement such that the Rolling Shareholder will, effective upon Closing, become a shareholder of the Purchaser) or any of their affiliates;
TRUST AGREEMENTTrust Agreement • July 16th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals • Quebec
GEXFO INVESTISSEMENTS TECHNOLOGIQUES INC., a company incorporated under the laws of the Province of Quebec, (hereinafter called “GEXFO”)
11172239 Canada Inc. c/o Mr Germain LamondeVoting Agreement • July 16th, 2021 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
Note 5 THE VENGROWTH INVESTMENT FUND INC., THE VENGROWTH II INVESTMENT FUND INC. and BDC CAPITAL INC. - and - EXFO ELECTRO-OPTICAL ENGINEERING INC. - and - NAVTEL COMMUNICATIONS INC. SHARE PURCHASE AGREEMENT March 26, 2008 Stein Monast l.l.p.Share Purchase Agreement • November 26th, 2008 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Ontario
Shareholders listed in Schedule 1.2 (as the Sellers) and EXFO Finland Ltd (as the Purchaser) Share Purchase Agreement for the sale and purchase of the shares and options in NETHAWK PLCShare Purchase Agreement • March 19th, 2010 • Exfo Inc. • Instruments for meas & testing of electricity & elec signals
Schedule 1.2 Shareholders NOTES 1, 3 AND 4 Schedule 3.24 Data Room Index NOTES 1, 2, 3 AND 4 Schedule 3.30 Escrow Agreement NOTES 1 AND 2 Schedule 3.36 Business NOTES 1 AND 2 Schedule 3.39 Interim Management Accounts NOTES 1 AND 2 Schedule 3.42 Material Agreements NOTES 1, 2 AND 3 Schedule 3.43 NetHawk Group NOTES 1 AND 2 Schedule 3.51 Related Party Agreements NOTES 1, 2 AND 3 Schedule 5.1A Total Purchase Price and bank accounts NOTES 1 AND 2 Schedule 5.1B Deductable Payments NOTES 1 AND 2 Schedule 5.2.1 2011 Contingent Payment Calculation Example NOTES 1 AND 2 Schedule 5.2.2 2011 Contingent Payment Calculation Example NOTES 1 AND 2 Schedule 7.2(a) Board decision NOTES 1 AND 2 Schedule 7.2(c) Share Transfer Form NOTES 1, 2 AND 3 Schedule 7.2(d) Option Transfer Form NOTES 1, 2 AND 3 Schedule 8A Sellers’ Warranties NOTES 1, 2, 3 AND 4 Schedule 8B Disclosure Letter NOTES 1, 2, 3 AND 4 Schedule 8C Certain patents and patent applications NOTES 1 AND 2 Schedule 9 Purchaser’s Warranties NOTE
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 29th, 2006 • Exfo Electro Optical Engineering Inc • Instruments for meas & testing of electricity & elec signals • Ontario
THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
