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;
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;
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;
