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.
