Share Purchase Agreement

EXHIBIT 10.29



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SHARE PURCHASE AGREEMENT

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AMONG:



SHEMIRAN HOLDINGS INC.



- and -



A. TINO ALAVIE



- and -



ROBERT MAASKANT



- and -



LUNDY TECHNOLOGY CO.



- and -



E-TEK DYNAMICS, INC.



- and -



ELECTROPHOTONICS CORPORATION





May 26, 1999





TABLE OF CONTENTS

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ARTICLE 1 INTERPRETATION....................................................... 3



1.1 Definitions............................................................ 3

1.2 Gender and Number...................................................... 9

1.3 Currency............................................................... 9

1.4 Accounting Principles.................................................. 9

1.5 Headings............................................................... 9

1.6 Tax Definitions........................................................ 9



ARTICLE 2 EXHIBITS & SCHEDULES................................................. 10



2.1 Description of Exhibits................................................ 10

2.2 Description of Schedules............................................... 10



ARTICLE 3 AGREEMENT OF PURCHASE AND SALE....................................... 11



3.1 Offer to Purchase...................................................... 11

3.2 Agreement of Vendors to Sell........................................... 12



ARTICLE 4 PAYMENT OF PURCHASE PRICE............................................ 12



4.1 Payment of Purchase Price.............................................. 12

4.2 Security for Deferred Consideration.................................... 12

4.3 Shareholder Debt and Withholding Taxes................................. 12

4.4 Pre-Closing Amalgamation............................................... 13



ARTICLE 5 EXCHANGE RIGHTS...................................................... 13



5.1 Exchange............................................................... 13

5.2 Funding of the Purchaser............................................... 13

5.3 Reservation of Shares of E-TEK Common Stock............................ 15

5.4 Notification of Certain Events......................................... 15

5.5 Delivery of Shares of E-TEK Common Stock............................... 15

5.6 Tender Offers.......................................................... 16

5.7 E-TEK Not to Vote Class A Shares....................................... 16

5.8 Qualification of Shares of E-TEK Common Stock.......................... 16

5.9 Amendments, Modifications, etc......................................... 17

5.10 Ministerial Amendments................................................. 17

5.11 Survival............................................................... 18

5.12 Changes in Capital of E-TEK and the Purchaser.......................... 18



ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE VENDORS........................ 18



6.1 Joint and Several Representations and Warranties of the Vendors........ 18

6.2 Several Representations and Warranties of Vendors...................... 37

6.3 Interpretation of Section 6.2.......................................... 40



ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...................... 40



7.1 Representations and Warranties of the Purchaser........................ 40



ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF E-TEK.............................. 42



8.1 Representations and Warranties of E-TEK................................ 42



ARTICLE 9 SURVIVAL OF REPRESENTATIONS AND WARRANTIES........................... 45



9.1 Survival of Representations and Warranties of the Vendors.............. 45

9.2 Survival of Representations and Warranties of the Purchaser and E-TEK.. 45





ARTICLE 10 COVENANTS OF THE VENDORS............................................ 45



10.1 Covenants of the Vendors............................................... 45



ARTICLE 11 COVENANTS OF THE PURCHASER AND E-TEK................................ 52



11.1 Covenants of the Purchaser............................................. 52



ARTICLE 12 PURCHASER'S CONDITIONS OF CLOSING................................... 54



12.1 Conditions for the Benefit of the Purchaser............................ 54

12.2 Non-Fulfilment of Conditions etc. for the Benefit of the Purchaser..... 57



ARTICLE 13 VENDORS' CONDITIONS OF CLOSING...................................... 58



13.1 Conditions for the Benefit of the Vendors.............................. 58

13.2 Non-Fulfilment of Conditions etc. for the Benefit of the Vendors....... 60



ARTICLE 14 CLOSING ARRANGEMENTS................................................ 60



14.1 Date, Time and Place of Closing........................................ 60

14.2 Closing Arrangements................................................... 60



ARTICLE 15 INDEMNIFICATION..................................................... 61



15.1 Indemnification by the Vendors......................................... 61

15.2 Indemnification by the Purchaser and E-TEK............................. 62

15.3 Procedure for Indemnification.......................................... 62

15.4 Subsequent Recovery.................................................... 64

15.5 Details of Claims...................................................... 65

15.6 Mitigation............................................................. 65

15.7 Selling Shareholders' Representatives.................................. 66



ARTICLE 16 MISCELLANEOUS....................................................... 66



16.1 Further Assurances..................................................... 66

16.2 Announcements.......................................................... 66

16.3 Notices................................................................ 66

16.4 Time of the Essence.................................................... 68

16.5 Costs and Expenses..................................................... 68

16.6 Applicable Law......................................................... 68

16.7 Entire Agreement....................................................... 68

16.8 Effect of Closing...................................................... 69

16.9 Counterparts and Facsimile............................................. 69

16.10 Assignment............................................................. 69

16.11 Parties in Interest.................................................... 69

16.12 Third Parties.......................................................... 69

16.13 English Language....................................................... 69

16.14 Facsimile Signature.................................................... 70



THIS AGREEMENT dated as of the 26th day of May, 1999



AMONG:

SHEMIRAN HOLDINGS INC., a corporation incorporated

under the laws of Ontario



(hereinafter called "Shemiran")



OF THE FIRST PART



- and -



A. TINO ALAVIE, of Richmond Hill, in the Province of



(hereinafter called "Dr. Alavie")



OF THE SECOND PART

- and -



ROBERT MAASKANT, of King City, in the Province of



(hereinafter called "Dr. Maaskant")



OF THE THIRD PART



(Shemiran, Dr. Alavie and Dr. Maaskant are hereinafter

collectively referred to as the "Vendors")



- and -



LUNDY TECHNOLOGY CO., an unlimited company formed under

the laws of the Province of Nova Scotia



(hereinafter called the "Purchaser")



OF THE FOURTH PART

- and -

E-TEK DYNAMICS, INC., a corporation incorporated under

the laws of the State of Delaware



(hereinafter called "E-TEK")



OF THE FIFTH PART

- and -



ELECTROPHOTONICS CORPORATION., a corporation

incorporated under the laws of the Province of Ontario



(hereinafter called the "Corporation")



OF THE SIXTH PART



WHEREAS the Vendors are the registered and beneficial owners of certain of the issued and outstanding common shares and options to purchase shares in the capital of the Corporation;



AND WHEREAS the Purchaser wishes to purchase from the Vendors and the Vendors wish to sell to the Purchaser the Purchased Shares (as defined herein);



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants, agreements, representations, warranties, indemnities, and payments hereinafter set forth, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party) the parties hereto agree as follows:



Article 1

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1.1 Definitions

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Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:



1.1.1 "Affiliate" has the meaning set out in the Business Corporations Act

(Ontario) as in effect on the date hereof.



1.1.2 "Agreement" means this agreement and all the Exhibits and Schedules

attached hereto.



1.1.3 "Articles of Incorporation" means the Certificate and Articles of

Incorporation of the Corporation dated August 9, 1993 and the

Certificate and Articles of Amendment dated September 26, 1997.



1.1.4 "Financial Statements" means the financial statements of the

Corporation as at the Financial Year End consisting of the balance

sheet of the Corporation as at the

Financial Year End and the accompanying statements of operations,

retained earnings, income statement and changes in financial

position for the 12 month period then ended.



1.1.5 "Business" means the business currently carried on by the

Corporation which consists of the design, development and

manufacture of fibre optic devices, components and instruments for

telecommunications and sensing applications.



1.1.6 "Business Day" means a day other than a Saturday, Sunday or any

other day on which the principal chartered banks located in the City

of Toronto are not open for business during normal banking hours.



1.1.7 "Cdn$" means Canadian dollars.



1.1.8 "Claim" has the meaning set out in Section 15.3.



1.1.9 "Class A Shares" means Class A shares without nominal or par value

in the capital of the Purchaser;



1.1.10 "Closing" means the completion of the transactions herein

contemplated, including the sale to and purchase by the Purchaser of

the Purchased Shares hereunder as herein contemplated.



1.1.11 "Closing Date" means June 10, 1999 or such earlier or later date as

may be agreed upon by both parties in writing.



1.1.12 "Common Shares" means common shares without par value in the capital

of the Corporation;



1.1.13 "Debt Instrument" means any bond, debenture, promissory note or

other instrument evidencing indebtedness for borrowed money.



1.1.14 "Deferred Consideration" means that portion of the cash

consideration payable for the purchase of Common Shares that is not

due until a date subsequent to the Closing Date.



1.1.15 "Employee Benefits" means:



(i) salaries, wages, bonuses, vacation entitlements, commissions,

fees, stock option plans, stock purchase plans, incentive

plans, deferred compensation plans, profit-sharing plans and

other similar benefits, plans or arrangements;



(ii) insurance, health, welfare, drug, disability, pension,

retirement, travel, hospitalization, medical, dental, legal,

counselling, eye care and other similar benefits, plans or

arrangements; and

(iii) agreements or arrangements with any labour union or employee

association, written or oral employment agreements or

arrangements and agreements or arrangements for the retention

of the services of independent contractors, consultants or



1.1.16 "Employee Shareholders" means those shareholders who are employees

of the Corporation, other than the Vendors.



1.1.17 "Encumbrance" means any mortgage, charge, easement, encroachment,

lien, adverse claim, assignment by way of security, security

interest, servitude, pledge, hypothecation, conditional sale

agreement, security agreement, title retention agreement, financing

statement, option, right of pre-emption, privilege, obligation to

assign, license or sub-license Intellectual and Industrial Property

Rights or other encumbrance.



1.1.18 "Escrow Agent" means the Escrow Agent appointed under the Escrow

Agreement, who shall be jointly selected by the Vendors and the



1.1.19 "Escrow Agreement" means the escrow agreement, substantially in the

form attached as Exhibit A, made among the Vendors, the Purchaser

and the Escrow Agent and to which the offerees who accept the Offer

agree to be bound.



1.1.20 "Escrow Funds" means $4,300,000 deposited in escrow with the Escrow

Agent in accordance with this Agreement and the Offers and the

Escrow Agreement, as such amount may be increased by income earned

thereon from time to time, and reduced by the amount of all charges

which the Escrow Agent from time to time may pay out of amounts held

in escrow, in each case in accordance with the terms of the Escrow

Agreement, this Agreement and the Offers.



1.1.21 "E-TEK Common Stock" means shares of Common Stock of E-TEK.



1.1.22 "E-TEK Indemnity Agreement" means the indemnity agreement,

substantially in the form attached as Exhibit I, to be granted by E-

TEK in favour of the Selling Shareholders.



1.1.23 "Financial Year End" means July 31, 1998.



1.1.24 "Government Authority" means any international, national, state,

federal, provincial, county, municipal, district or local government

body, or any public administrative or regulatory agency, political

subdivision, commission, board or body, or representative of any of

the foregoing, foreign or domestic, established by any such

government or government body;



1.1.25 "Guarantee" means any agreement, contract or commitment providing

for the guarantee, indemnification, assumption or endorsement or any

like commitment with respect to the obligations, liabilities

(contingent or otherwise) or indebtedness of any Person.

1.1.26 "Institutional Shareholders" means those shareholders who are not

Employee Shareholders or Vendors.



1.1.27 "Intellectual and Industrial Property Rights" means:



(i) all trade-marks (including logos), trade names, service marks

and brand names and all applications therefor;



(ii) all patents (including divisions, reissues, renewals and

extensions) and all applications therefor;



(iii) all copyrights, industrial designs and other industrial

property rights and all applications therefor;



(iv) all know-how, trade secrets and any licensed property or

technology used in carrying on the business of the

Corporation; and



(v) all unrecorded assets such as custom-written source code and

executable object code;



both domestic and foreign and whether or not registered.



1.1.28 "Interested Person" means any present or former officer, director,

shareholder, employee, consultant or advisor of or to the

Corporation or any Person with which the Corporation or any of the

foregoing does not deal at arm's length within the meaning of the

Income Tax Act (Canada).



1.1.29 "Interim Financial Statements" means the financial statements of the

Corporation as at January 31, 1999 consisting of the balance sheet

of the Corporation as at January 31, 1999 and the accompanying

statement of income and deficit and statement of changes in

financial position for the period between the Financial Year End and

January 31, 1999.



1.1.30 "Key Employees" means Tino Alavie, Robert Maaskant, Myo Ohn, Ming

Gang Xu, Frank Say and Alex Grgorinic.



1.1.31 "knowledge of the Vendors" means, other than with respect to Section

6.1.36, the knowledge of the Vendors after having made such

reasonable enquiries of the records of the Corporation and the

Director of Finance and Administration of the Corporation, a

management employee who is reasonably likely to have knowledge of

relevant matters as are necessary to obtain informed knowledge.



1.1.32 "Leased Property" means all the right, title and interest of the

Corporation in and to the subject matter (whether realty or

personality) of the Leases.



1.1.33 "Leases" means the real or personal property leases or other rights

of occupancy relating to real property which the Corporation is a

party to or bound by or subject

to, including, without limitation, those set forth and described in

the Disclosure Schedule.



1.1.34 "Legal Proceeding" means any litigation, action, suit,

investigation, hearing, claim, complaint, grievance, arbitration

proceeding or other proceeding and includes any appeal or review and

any application for same.



1.1.35 "material" means, in the context of the Corporation, any event or

occurrence which has or could have a financial impact on the

Corporation exceeding Cdn $25,000.



1.1.36 "New Options" means the options to be issued by E-TEK pursuant to

Section 3.3 hereof;



1.1.37 "Note" means the form of promissory note attached as Exhibit J to be

issued by the Purchaser to each of the Selling Shareholders in the

aggregate principal amount of the Deferred Consideration;



1.1.38 "Offers" has the meaning ascribed thereto in Section 3.1;



1.1.39 "Option" means a Vested Option or an Unvested Option;



1.1.40 "Option Holder" means the holder of an Option;



1.1.41 "ordinary course" when used in relation to the conduct by the

Corporation of the Business, means any transaction which constitutes

an ordinary day-to-day business activity, conducted in a

commercially reasonable and businesslike manner, having no unusual

or special features, and being such as a Person of similar nature

and size and engaged in a similar business might reasonably be

expected to carry out from time to time.



1.1.42 "Person" means any individual, corporation, firm, partnership, sole

proprietorship, syndicate, joint venture, trustee, trust, any

unincorporated organization or association and any Tribunal; and

pronouns have a similar extended meaning.



1.1.43 "Products" means the fibre optic devices, components and instruments

for telecommunications and sensing applications.



1.1.44 "Purchase Price" means the purchase price payable by the Purchaser

to the Vendors for the Purchased Shares provided for in Article 4.



1.1.45 "Purchased Shares" means all of the issued and outstanding Common

Shares without par value in the capital of the Corporation owned by

the Vendors and includes any shares of a successor corporation.

1.1.46 "Registration Rights Agreement" means the registration rights

agreement, substantially in the form attached hereto as Exhibit B,

made among the Vendors, the offerees under the Offer who accept the

Offer and E-TEK.



1.1.47 "Selling Shareholders" means the Vendors, the Employee Shareholders

and the Institutional Shareholders.



1.1.48 "Selling Shareholders' Representatives" means those persons

appointed as Selling Shareholders' Representatives under the Selling

Shareholders' Representatives Agreement.



1.1.49 "Selling Shareholders' Representatives Agreement" means the

agreement to be made between the Selling Shareholders and the

Selling Shareholders' Representatives substantially in the form

attached hereto as Exhibit G.



1.1.50 "Stock Option Plan" means the employee stock option plan of the

Corporation dated September 26, 1997 providing for the issuance by

the Corporation of options for the purchase of shares of the



1.1.51 "Subsidiary" has the meaning ascribed thereto in the Business

Corporations Act (Ontario) as in effect on the date hereof.



1.1.52 "Time of Closing" means 10:00 a.m. (Toronto time) on the Closing

Date or such other time on the Closing Date as the parties may agree

as the time at which the Closing shall take place.



1.1.53 "Tribunal" means:



(i) any court (including a court of equity);



(ii) any federal, provincial, state, county, municipal or other

government or governmental department, ministry, commission,

board, bureau, agency or instrumentality;



(iii) any securities commission, stock exchange or other regulatory

or self-regulatory body;



(iv) any board of trade, chamber of commerce or other business or

professional organization or association;



(v) any arbitrator or arbitration tribunal; and



(vi) any other tribunal;



whether domestic or foreign.



1.1.54 "Unvested Option" means any option granted by the Corporation and

outstanding on the Closing Date to purchase Common Shares, that is



exercisable by the holder thereof on or before the Closing Date and

is listed and identified as such in Schedule 3.



1.1.55 "Vendors" means collectively, the parties to this Agreement other

than the Purchaser and the Corporation.



1.1.56 "Vested Options" means any option granted by the Corporation and

outstanding on the Closing Date to purchase Common Shares, that is

exercisable by the holder thereof on or before the Closing Date and

is listed and identified as such in Schedule 3.



1.2 Gender and Number

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In this Agreement words importing a specific gender include all genders and words importing the singular include the plural and vice versa.



1.3 Currency

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Unless otherwise indicated all dollar amounts referred to in this Agreement, including the symbol "$", refer to lawful money of the United States of America.



1.4 Accounting Principles

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