SUMMARY IN ENGLISH
Offer to purchase shares of Nortech Fibronic Inc. dated February 6, 2000 among EXFO Electro-Optical
Engineering Inc., Claude-Adrien Noel, 9086-9330 Quebec Inc., Michel Bedard, 9086-9314 Quebec Inc.,
Christine Bergeron and Societe en commandite Capidem Quebec enr.
PRICE: CDN$3,956,000 payable as follows:
- $2,606,000 in cash;
- issuance to Claude-Adrien Noel and 9086-9330 Quebec Inc., as a group, of 400,000 Class "G" Shares of
- issuance to Michel Bedard and 9086-9314 Quebec Inc., as a group, of 400,000 Class "G" Shares of
- issuance of a debenture in the amount of CDN$200,000 payable to Capidem on November 30, without
- the balance of CDN$350,000 is held in escrow by Lavery, de Billy in order to guarantee the representations
and warranties of Capidem under this Agreement. Subject to the adjustments to be made, $200,000 are payable
on February 1, 2001 and $150,000 on February 1, 2002.
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TRANSACTION: Offer to purchase all the shares of
Nortech Fibronic Inc. ("Nortech") made
by EXFO Electro-Optical Engineering Inc.
("EXFO") to Claude-Adrien Noel,
9086-9330 Quebec Inc., Michel Bedard,
9086-9314 Quebec Inc., Christine
Bergeron and Societe en commandite
Capidem Quebec Enr. ("Capidem"), as of
February 6, 2000 (the "Agreement").
EMPLOYMENT CONTRACT: EXFO undertakes to offer, on the closing
date, to Claude-Adrien Noel and Michel
Bedard, employment contracts for a
period of two (2) years for a total