UNDERWRITING AGREEMENT

Definitions

having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or

exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

Compliance with Securities Laws

Restrictions on Sale

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers as their agents to assist in the distribution of the Shares. The Underwriters shall, and shall require any such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Shares (a “Selling Firm”), to comply with Applicable Securities Laws in connection with the distribution of the Shares and shall offer the Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Shares only in those jurisdictions where the Shares may be lawfully offered for sale or sold.

The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Shares in a manner that complies with all applicable laws and regulations (including all Applicable Securities Laws) in connection with the distribution of Shares.

Notwithstanding the foregoing, the Company acknowledges and agrees that the Underwriters are acting severally and not jointly in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter will be liable for any breach or default by another Underwriter or Selling Firm appointed by another Underwriter.

For the purposes of this Section 3, the Underwriters shall be entitled to assume that: (i) the Company’s representations and warranties made herein are and will remain true and correct, and that the Company has complied and will continue to comply with all covenants herein, and (ii) the Shares are qualified for distribution in the United States and in any Canadian Qualifying Jurisdiction where: (a) a receipt for the Canadian Base Prospectus has been obtained from the applicable Canadian Securities Regulator, and (b) a Canadian Prospectus Supplement has been prepared and filed with the Canadian Securities Regulators.

Marketing Materials

In connection with the distribution of the Shares:

the Company shall prepare, in consultation with the Joint Active Bookrunners, and approve in writing, prior to the time the marketing materials are provided to potential investors, a template version of the marketing materials reasonably requested to be provided by the Underwriters to any potential investor; such marketing materials shall comply with Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Joint Active Bookrunners, on behalf of all of the Underwriters, and the Company, prior to the time the marketing materials are provided to potential investors;

if required by Canadian Securities Laws, the Company shall file or deliver, as the case may be, the template version of the marketing materials referred to in paragraph 4(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after the template version of the marketing materials is so approved in writing by the Company and by the Joint Active Bookrunners, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor and the Joint Active Bookrunners confirm that they have informed or will inform, as the case may be, the Company of the date on which such marketing materials were provided or are first provided, as the case may be, to potential investors; and

any comparables shall be redacted from the template version of the marketing materials in accordance with NI 41-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Company as required by Canadian Securities Laws.

The Company shall prepare and file or deliver, as the case may be, a revised template version of any marketing materials provided to potential investors in connection with the Offering, and the foregoing paragraphs shall also apply to such revised template version.

During the period of distribution of the Shares, the Company and the Underwriters, severally and not jointly, covenant and agree:

to comply with Canadian Securities Laws in connection with the use of marketing materials;

not to provide any potential investor, and that no potential investor has been provided by such party, with any marketing materials unless, a template version of such marketing materials has been or will be filed or delivered, as the case may be, by the Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor;

not to provide any potential investor, and that no potential investor has been provided, with: (A) any marketing materials relating to the distribution of the Shares other than such marketing materials for which the template versions thereof have been approved and filed or delivered, as the case may be, in accordance with the foregoing paragraphs, or (B) any standard term sheet (as defined in NI 41-101) relating to the distribution of the Shares other than such standard term sheets approved in writing by the Company and the Joint Active Bookrunners, on behalf of all of the Underwriters; and without the written approval of the Company or the Joint Active Bookrunners, as applicable, acting reasonably, not to provide any information to potential investors with respect to the Company or the Shares other than (x) as set forth in this Agreement, the Offering Documents and any marketing materials or standard term sheets approved in writing by the Joint Active Bookrunners and the Company in accordance with Section 4, or (y) as otherwise permitted or required by applicable laws.

Delivery of Documents

On or prior to the time of filing of the Canadian Prospectus Supplement, the Company shall deliver to each of the Underwriters (except to the extent such documents have been previously delivered to the Underwriters or are available on SEDAR+):

a copy of each of the Canadian Base Prospectus and the Canadian Prospectus Supplement in the English language signed and certified by the Company, as applicable, as required by Canadian Securities Laws in the Canadian Qualifying Jurisdictions;

a copy of each of the Canadian Base Prospectus and the Canadian Prospectus Supplement in the French language signed and certified by the Company, as applicable, as required by Canadian Securities Laws applicable in the Province of Québec;

a copy of any other document required to be filed by the Company under Canadian Securities Laws in connection with the Offering, including without limitation any marketing materials and template versions thereof;

an opinion of ▇▇▇▇▇, ▇▇▇▇▇▇ & Harcourt LLP, dated the date of the Canadian Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Company, to the effect that the French language version of the Offering Documents, as applicable, except for (A) the Financial Statements, (B) the management’s discussion and analysis of financial condition and results of operations of the Company for the year ended December 31, 2024 (the “Annual MD&A”), (C) the management’s discussion and analysis of financial condition and results of operations of the Company for the three and six months ended June 30, 2025 (the “Interim MD&A”), (D) the Target Financial Information and (E) the Target Financial Statements, as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;

an opinion of Deloitte LLP dated the date of the Canadian Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Company, to the effect that the French language version of the Financial Statements, the Annual MD&A, the Interim MD&A, the Target Financial Information and the Target Financial Statements contained in the Offering Documents, as applicable, is, in all material respects, a complete and proper translation of the English language version thereof;

a “long-form” comfort letter of Deloitte LLP, dated the date of the Canadian Prospectus Supplement (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Canadian Prospectus Supplement), addressed to the Underwriters and the board of directors of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and numerical information relating to the Company contained in the Offering Documents;

a “long-form” comfort letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, dated the date of the Canadian Prospectus Supplement (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Canadian Prospectus Supplement), addressed to the Underwriters and the board of directors of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and numerical information relating to the Acquired Business contained in the Offering Documents;

a certificate, dated the date of the Canadian Prospectus Supplement, addressed to the Underwriters and signed by the chief financial officer of the Company in respect to certain financial data contained in the Offering Documents, providing “management comfort” with respect to such information, in form and substance satisfactory to the Joint Active Bookrunners, acting reasonably; and

a copy of the letter from the TSX advising the Company that conditional approval of the listing of the Shares has been granted by the TSX, subject to the satisfaction by the Company of the customary conditions set out therein.

The Company covenants with each Underwriter as follows:

to furnish to each Underwriter, upon request and without charge, and deliver to each other Underwriter a conformed copy of, the Registration Statement (without exhibits thereto) and to furnish to the Joint Active Bookrunners in New York City and Toronto, without charge, prior to the time referred to in Section 5(b)(ii) below and during the period mentioned in Section 5(e) below, electronic copies of the Time of Sale Prospectus, the Final Offering Documents and any supplements and amendments thereto or to the Registration Statement;

before amending or supplementing the Registration Statement, the Time of Sale Prospectus, the Final Offering Documents or the Canadian Base Prospectus, to furnish to the Joint Active Bookrunners a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Joint Active Bookrunners reasonably objects in a timely manner, and to file (A) the Canadian Final Prospectus with the Canadian Securities Regulators in accordance with the Shelf Procedures not later than the applicable Canadian Securities Regulator’s close of business on the business day following the execution and delivery of this Agreement and (B) the U.S. Final Prospectus with the SEC within the applicable period specified in General Instruction II.L. of Form F-10 under the U.S. Securities Act; and

to furnish to the Joint Active Bookrunners a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Joint Active Bookrunners reasonably objects in a timely manner.

In the event that the Company is required by Canadian Securities Laws to prepare and file a Canadian Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Canadian Prospectus Amendment in the English and French languages. Any Canadian Prospectus Amendments shall be in form and substance satisfactory to the Underwriters, acting reasonably. Concurrently with the delivery of any Canadian Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Canadian Prospectus Amendment, documents similar to those referred to in Section 5(a).

If the Time of Sale Prospectus is being used in the United States to solicit offers to buy the Shares at a time when the U.S. Final Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, based upon the reasonable advice of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company covenants to forthwith prepare, file with the SEC and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

If, during such period after the first date of the public offering as in the reasonable opinion of counsel for the Underwriters either of the Final Offering Documents (or in lieu thereof the notice referred to in Rule 173(a) under the U.S. Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Documents (or one of them) in order to make the statements therein, in the light of the circumstances when the Final Offering Documents (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the U.S. Securities Act) is delivered to a purchaser, not misleading, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Final Offering Documents (or one of them) to comply with applicable law, forthwith to prepare, file with the SEC and the Canadian Securities Regulators and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Joint Active Bookrunners will furnish to the Company) to which Shares may have been sold by the Joint Active Bookrunners on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Final Offering Documents (or one of them) so that the statements in the Final Offering Documents as so amended or supplemented will not, in the light of the circumstances when the Final Offering Documents (or one of them) (or in lieu thereof the notice referred to in Rule 173(a) under the U.S. Securities Act) is delivered to a purchaser, be misleading or so that the Final Offering Documents, as amended or supplemented, will comply with applicable law.

Representations as to the Offering Documents

The Company represents and warrants to the Underwriters as of the date hereof, as of the Closing Date and as of each Option Closing Date that:

the information and statements (excluding the Underwriters’ Information) contained in the Canadian Preliminary Prospectus contained, as at the filing date of the Canadian Preliminary Prospectus Supplement, no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws;

the information and statements (excluding the Underwriters’ Information) contained in the Canadian Final Prospectus, as then amended or supplemented, contain or will contain, as at its filing date and as of the Closing Date and as of each Option Closing Date, as applicable, no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws;

the statistical, industry and market-related data included in the Offering Documents are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects, and the Company has obtained the consent to the use of such data or information from such sources to the extent required; and

except with respect to any Underwriters’ Information, the Canadian Final Prospectus (including the Incorporated Documents) comply fully with the requirements of Canadian Securities Laws, other than as to non-material matters of form or similar non-material matters or for which an exemption from such requirements has been obtained.

The Company represents and warrants to the Underwriters that as of the date hereof, as of the Closing Date and as of each Option Closing Date:

the Registration Statement has become effective upon filing pursuant to Rule 467(a) under the U.S. Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the SEC; and

(1) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Registration Statement, at the time of effectiveness, the Form F-X, at the time of filing with the SEC, and the U.S. Final Prospectus, at the time of filing with the SEC, comply and, as amended or supplemented, if applicable, at the time of filing with the SEC, will comply in all material respects with the U.S. Securities Act and the rules and regulations of the SEC thereunder, (3) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the Offering when the U.S. Final Prospectus is not yet available to prospective purchasers and as of the Closing Date or the Option Closing Date, as applicable, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (4) each broadly available Road Show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (5) each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Time of Sale Prospectus, or the Final Offering Documents, and each Written Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (6) the U.S. Final Prospectus will not, as of its filing date and at the Closing Date or the Option Closing Date, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to Underwriters’ Information.

Additional Representations and Warranties of the Company

There has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares other than as disclosed in the Offering Documents;

The Company has been duly incorporated and is a valid and existing corporation under the Canada Business Corporations Act and has all requisite corporate power, capacity and authority to carry on its business as described in the Offering Documents and to own and lease its properties and assets and to execute and file with the Canadian Securities Regulators and the SEC the Offering Documents and the Offering Document Amendments, if any, in each case to the extent required to be so executed and filed;

Each of the Subsidiaries has been duly incorporated and is a valid and existing corporation under the laws of its jurisdiction of incorporation and has all requisite corporate power, capacity and authority to own and lease its properties and assets and to carry on its business as presently conducted and as proposed to be conducted as contemplated in the Offering Documents;

Other than The ▇▇▇▇ Group Inc. (Canada) and ▇▇▇▇ Group (U.S.) Inc., the Company has no subsidiaries required to be disclosed pursuant to item 3.2 of Form 51-102F2;

Each of the Company and the Subsidiaries is qualified to carry on business under the laws of each jurisdiction in which it carries on a material portion of its business;

Each of the Company and the Subsidiaries has conducted and is conducting and will conduct its business in compliance in all material respects with all applicable laws, rules and regulations or other lawful requirements of any Governmental Authority applicable to it of each jurisdiction in which it carries on a material portion of its business and holds all licenses, registrations and qualifications in all jurisdictions in which it carries on business which are necessary or desirable to carry on the business of the Company and the Subsidiaries as now conducted and as contemplated to be conducted in the Offering Documents (except where the failure to so conduct its business or to hold such licenses, registrations or qualifications would not, individually or in the aggregate, have a Material Adverse Effect), all such licenses, registrations or qualifications are valid and existing and in good standing (except where the lack of such valid or existing license would not have any Material Adverse Effect) and none of such licenses, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have any Material Adverse Effect;

Other than as disclosed in the Offering Documents, the Company is not aware of any proposed laws, rules or regulations that would have a Material Adverse Effect;

The minute books of the Company and each of the Subsidiaries are, in all material respects, true, complete and correct;

The books of account and other records of the Company and each of the Subsidiaries, whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices in all material respects;

Other than where the failure do so would not have a Material Adverse Effect, the Company and each of the Subsidiaries has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Company or any Subsidiary and to the knowledge, information and belief of the Company there are no material actions, suits, proceedings, investigations or claims threatened or pending against the Company or any Subsidiary in respect of taxes, governmental charges or assessments or any material matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority;

No consent, approval, permit, authorization, or order of, or no filing with, any court or Governmental Authority is required by the Company or necessary for the execution, delivery and the performance by the Company of its obligations under this Agreement, other than as may be required under the Applicable Securities Laws with regard to the distribution of the Shares or as have been or will be obtained or made prior to the Closing Date;

The Company has all requisite corporate power, capacity and authority to enter into this Agreement and to perform its obligations under this Agreement (including, without limitation, to create, issue and sell the Shares), and this Agreement has been duly authorized by all necessary corporate action and has been duly executed and delivered by the Company, and this Agreement is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the following: (i) enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), (iii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iv) the courts having jurisdiction may have equitable or statutory powers to stay proceedings before them and the execution of judgments, and (v) rights to indemnity and contribution hereunder may be limited under applicable law;

The Company has all requisite corporate power, capacity and authority to perform its obligations under the Acquisition Agreement, and the Acquisition Agreement has been duly authorized, executed and delivered by the Company, and is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the following: (i) enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally; (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), (iii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iv) the courts having jurisdiction may have equitable or statutory powers to stay proceedings before them and the execution of judgments;

the Company and its Subsidiaries are not in default under or in breach of, and the execution, delivery, performance of and compliance with the terms of this Agreement by the Company will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time or both, would constitute a default, or give rise to any lien, under: (i) the articles or by-laws of the Company or its Subsidiaries, as the case may be; (ii) any material contract, mortgage, note, indenture, agreement, instrument, lease or other document to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries, are bound; (iii) any resolutions of the directors, or securityholders, as applicable, of the Company or its Subsidiaries; or (iv) any judgment, decree, order, statute, rule or regulation applicable to the Company or its Subsidiaries which would, in any such event, have a Material Adverse Effect;

There has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Company from the position set forth in the Financial Statements except as disclosed in the Offering Documents and there has not been any adverse material change in the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Company and the Subsidiaries (taken as a whole) since the date of the Financial Statements, except as disclosed in the Offering Documents; and since that date there have been no material facts, transactions, events or occurrences which could materially adversely affect the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Company and its Subsidiaries (taken as a whole) which have not been disclosed in the Offering Documents;

The Financial Statements present fairly, in all material respects, in accordance with IFRS, consistently applied, the financial position and condition, the results of operations, cash flows and the other information purported to be shown therein of the Company on a consolidated basis as at the dates thereof and for the periods then ended and reflect all assets, liabilities and obligations (absolute, accrued, contingent or otherwise) of the Company on a consolidated basis as at the dates thereof required to be disclosed by IFRS;

The Selected Financial Information included in the Offering Documents has been compiled on a basis consistent with that of the Financial Statements;

The Pro Forma Financial Statements have been prepared in accordance with IFRS, consistently applied, and have been prepared and presented in accordance with Applicable Securities Laws. The Pro Forma Financial Statements include all adjustments necessary to present fairly in all material respects the pro forma consolidated financial position of the Company as at the dates and for the periods referred to in the Pro Forma Financial Statements after giving effect to the completion of the Acquisition and do not contain a misrepresentation. The assumptions contained in such Pro Forma Financial Statements are suitable, supported and consistent with the consolidated financial results of the Company. The Pro Forma Financial Information included in the Offering Documents has been compiled on a basis consistent with that of the Pro Forma Financial Statements;

There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company or its Subsidiaries with unconsolidated entities or other persons required to be disclosed by Applicable Securities Laws in a prospectus to be filed with the SEC or the Canadian Securities Regulators that are not described in the Offering Documents;

Based upon representations made by the Company’s auditor to the Company, the Company’s auditor is an independent chartered accountant with respect to the Company as required by Applicable Securities Laws;

There has not been any reportable disagreement (within the meaning of Section 4.11 of National Instrument 51-102—Continuous Disclosure Obligations of the Canadian Securities Administrators) with the Company’s auditor;

To the knowledge of the Company after due inquiry, ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, who has certified certain financial statements of the Acquired Business and delivered its report with respect to the audited consolidated financial statements of the Acquired Business and the schedules included or incorporated by reference in each of the Time of Sale Prospectus and Final Offering Documents, is an independent auditor with respect to the Acquired Business within the meaning of Applicable Securities Laws and the American Institute of Certified Public Accountants Code of Professional Conduct and its interpretations;

The Company maintains a system of internal control over financial reporting that complies with the requirements of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators, and has been designed by the Company’s Chief Executive Officer and Chief Financial Officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company is not aware of any material weaknesses in its internal control over financial reporting. The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information required to be disclosed by the Company under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and to ensure that information required to be disclosed by the Company under Applicable Securities Laws is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure;

Each of the Company and its Subsidiaries has its properties and assets insured against loss or damage by insurable hazards or risks that is of a type and in an amount typical to the business in which the Company operates as conducted by a reasonably prudent person based on the advice of reputable insurance brokers consulted by such person; in the last twelve months neither the Company nor its Subsidiaries have made any material claim on any policy of insurance or been refused any material insurance coverage sought or applied for; and the Company does not have any reason to believe that it will not be able to renew the existing insurance coverage of the Company or its Subsidiaries as and when such coverage expires or obtain similar coverage from similar insurers as may be necessary to continue with its businesses at a cost that would not have a Material Adverse Effect;

To the knowledge of the Company, all material receivables recorded on the books of the Company are bona fide and are good and collectible without set off or counterclaim;

Except as disclosed in the Offering Documents, the Company has undertaken an asset analysis and the Company does not anticipate making any material write downs in respect of the assets of the Company or any parts thereof;

All material bonuses, commissions, salaries and other amounts owing to employees are reflected and have been accrued in the books of account of the Company;

Each Employee Plan has been maintained in all material respects in accordance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plan;

(i) Each of the Company and its Subsidiaries is in compliance with the provisions of all applicable federal, provincial, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; (ii) no collective labor dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened and no individual labor dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened with any employee of the Company or any of its Subsidiaries that would have a Material Adverse Effect, and, to the knowledge of the Company, no such collective labor dispute, grievance, arbitration or legal proceeding has occurred during the past year; and (iii) except as disclosed in the Offering Documents or as required by applicable law, no union has been accredited or otherwise designated to represent any employees of the Company or any of its Subsidiaries and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company or any of its Subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Company or any of its Subsidiaries’ facilities and none is currently being negotiated by the Company or any of its Subsidiaries;

Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, no existing material supplier, distributor, service provider, manufacturer, agent, reseller, sponsor, contractor or third-party partner of the Company or any of its Subsidiaries has indicated in writing that it intends to terminate its relationship with the Company or such Subsidiary or that it will be unable to meet the Company’s or such Subsidiary’s supply, distribution, service, manufacturing or contracting requirements;

The Company has good and marketable title to all real property owned by it, in each case, free and clear of all Liens, except in each case as would not have a Material Adverse Effect;

Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of its Subsidiaries is in default or breach of any real property lease, and neither the Company nor any of its Subsidiaries has received any written notice or other written communication from the owner or manager of any real property leased by the Company or any of its Subsidiaries that the Company or such Subsidiary is not in compliance with any real property lease, and to the knowledge of the Company, no such notice or other communication is pending or has been threatened;

Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, each of the Company and its Subsidiaries has good and valid title to all of its assets and property, free and clear of any Lien other than: (i) those granted pursuant to the Credit Facilities, (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries, or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and, except for the sale of inventory in the ordinary course of business, no person has any contract or any right or privilege capable of becoming a right to purchase any asset or property from the Company or any of its Subsidiaries that would have a Material Adverse Effect;

Except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Company and its Subsidiaries owns all rights in or has obtained valid and enforceable licenses or other rights to use, the systems, recipes, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names, patents, patent applications, inventions, copyrights and any other intellectual property (collectively, “Intellectual Property”) described in the Offering Documents as being owned or licensed by the Company or one of its Subsidiaries or which are used for the conduct of the Company’s and its Subsidiaries’ business as currently carried on and proposed to be carried on, free and clear of any Lien or other adverse claim or interest of any kind or nature affecting the assets of the Company and its Subsidiaries (other than Liens granted in connection with the Credit Facilities); (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Company or any of its Subsidiaries; (iii) there is no action, suit, proceeding or claim pending or, to the knowledge of the Company, threatened by others challenging the Company’s and its Subsidiaries’ rights in or to any Intellectual Property or the validity or scope of any Intellectual Property owned, licensed or commercialized by the Company and its Subsidiaries, and the Company is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the Company’s knowledge, all trade secrets and other confidential proprietary information forming part of or in relation to the Intellectual Property being owned or licensed by the Company or any of its Subsidiaries is and remains confidential to the Company or such Subsidiary, as the case may be;

Except as disclosed in the Offering Documents, the Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and, to the best of the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptions. The Company and its Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as would not have a Material Adverse Effect there have been no breaches, violations, outages or unauthorized uses or disclosures of or accesses to same. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or Governmental Authority, internal and external policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, disclosure, misappropriation or modification and the Company has implemented backup and disaster recovery technology consistent with industry standards and practice;

The Company’s board of directors has validly appointed an audit committee and the board of directors and/or its audit committee has adopted a charter that satisfies the requirements of Regulation 52-110 – Audit Committees;

Except as disclosed in the Offering Documents, since December 31, 2024, no director or officer, former director or officer, or employee of, or any other person not dealing at arm’s length with, the Company and its Subsidiaries and their respective directors, officers or employees, has been or is engaged in any material transaction or arrangement with or to be a party to a material contract with, or has any material indebtedness, liability or obligation to, the Company or any of its Subsidiaries, except for employment arrangements with employees or serving as a director or officer of the Company or its Subsidiaries as disclosed in the Offering Documents;

Except as disclosed in the Offering Documents, there are no actions, suits, proceedings or inquiries in existence or, to the knowledge of the Company, pending or threatened against or affecting the Company or any of its Subsidiaries at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect, and the Company is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;

Except where failure to comply, individually or in the aggregate, would not have a Material Adverse Effect, and except as disclosed in the Offering Documents, the Company and its Subsidiaries are in compliance with all applicable laws, statutes, ordinances, by-laws and regulations, and any orders, directives or decisions rendered by any court, ministry, department or administrative or regulatory agency, whether domestic or foreign, including any requirements or obligations arising under common law, relating to (“Environmental Laws”): (i) the businesses of the Company and its Subsidiaries as described in the Offering Documents; and (ii) the protection or enhancement of the environment, occupational health and safety matters or the generating, manufacturing, processing, release, presence, migration, deposit, use, treatment, storage, disposal, recycling, discharge, transport or handling of any pollutants, contaminants, chemicals, dangerous goods, wastes or materials or substances that are regulated (“Hazardous Substances”);

Except as disclosed in the Offering Documents, and except where failure to comply, individually or in the aggregate, would not have a Material Adverse Effect , the Company and its Subsidiaries have obtained or made all licenses, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws necessary for the operation of the business carried on by the Company and its Subsidiaries (the “Environmental Permits”) and each Environmental Permit is valid, subsisting and in good standing and neither the Company nor its Subsidiaries are in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit;

Except where failure to comply, individually or in the aggregate, would not have a Material Adverse Effect, and except as disclosed in the Offering Documents, the Company and its Subsidiaries are not subject to any obligation (whether pursuant to Environmental Laws or otherwise) to investigate, remediate or otherwise manage any Hazardous Substance;

Except as disclosed in the Offering Documents, neither the Company nor its Subsidiaries have used, except in compliance in all material respects with all Environmental Laws and prudent business practice, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, recycle, deposit, release, dispose of, transport or handle any Hazardous Substance;

Except as disclosed in the Offering Documents, and except as, individually or in the aggregate, would not have a Material Adverse Effect: (i) neither the Company nor its Subsidiaries have (A) received any notice of, or been prosecuted for an offense alleging, non-compliance with any Environmental Law, or (B) settled any allegation of non-compliance short of prosecution; and (ii) there are no orders or directions relating to environmental matters requiring any investigation, work, repairs, monitoring, construction or capital expenditures to be made with respect to any of the assets of the Company or its Subsidiaries, and neither the Company nor its Subsidiaries have received notice of any of the same;

Except as disclosed in the Offering Documents or otherwise disclosed in the Offering Documents and except as, individually or in the aggregate, would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries have received any notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws;

Except as disclosed in the Offering Documents, and except as, individually or in the aggregate, would not have a Material Adverse Effect, neither the Company nor its Subsidiaries are currently subject to or received notice of any audit, evaluation, investigation, assessment, study or test relating to the Company or its Subsidiaries under any Environmental Laws;

The Company has not filed any confidential material change report with the Canadian Securities Regulators that is still maintained on a confidential basis;

With respect to any forward looking information contained in the Offering Documents as of the date the information was provided: (i) the Company has a reasonable basis for the forward looking information; and (ii) all material forward looking information is identified as such, and material risk factors that could cause actual results to differ materially from the forward looking information are identified;

The authorized capital of the Company consists of an unlimited number of common shares, of which 21,468,021 common shares were issued and outstanding as of October 27, 2025, all of which shares are duly authorized and validly issued, fully paid and non-assessable and none of which shares have been issued in violation of any pre-emptive right or similar right. No person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company of any unissued share of the Company, except as disclosed in the Offering Documents or as otherwise disclosed in writing to the Underwriters;

Except as disclosed in the Offering Documents or as otherwise disclosed in writing to the Underwriters and except for such agreement(s) as will be terminated on or prior to the Closing Date, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect to which the Company or any of its Material Subsidiaries disclosed in the Offering Documents is a party and which in any manner affects or will affect the voting or control of any of the securities of the Company or any such Material Subsidiary, the nomination of directors to the board of the Company or any such Material Subsidiary or the operations or affairs of the Company or any such Material Subsidiary;

There are no contracts, agreements or understandings between the Company or any subsidiary and any person granting such person the right to require the Company or any subsidiary to file a registration statement under the U.S. Securities Act or to file a prospectus under Applicable Securities Laws with respect to any securities of the Company or any subsidiary owned or to be owned by such person or to require the Company to include such securities in the offering;

The Company is the legal and beneficial owner, directly or indirectly, of all voting and equity interests in each of its Subsidiaries, such interests have been duly and validly authorized and issued, are fully paid and non-assessable, and free and clear of any Lien other than those granted pursuant to the Credit Facilities;

No person has any agreement, option, right or privilege with or acquired from the Company or any of its Subsidiaries, to acquire securities of the Subsidiaries;

Computershare Investor Services Inc., at its principal office in the City of Calgary, has been duly appointed as registrar and transfer agent for the Shares and Computershare Trust Company, N.A., at its principal offices in Canton, MA and Jersey City, NJ, has been duly appointed as transfer agent and registrar for the Shares in the United States;

No securities commission or securities regulatory authority, or stock exchange in Canada or the United States has issued any order which is currently outstanding, preventing or suspending trading in any securities of the Company, and no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened;

The Company is in compliance, in all material respects, with all of its applicable continuous disclosure obligations and timely disclosure obligations under the Canadian Securities Laws and the rules and regulations of the TSX;

(i) The Company is a “reporting issuer” or the equivalent in each of the provinces of Canada within the meaning of Applicable Securities Laws in such provinces and is not in default of any requirement of Applicable Securities Laws in any material respect, and (ii) the Company is a “foreign private issuer” (as defined in Rule 405 under the U.S. Securities Act) and meets the requirements to use Form F-10 under the U.S. Securities Act to register the Offering under the U.S. Securities Act;

The Company is not an “ineligible issuer” in connection with the Offering as defined in Rule 405 under the U.S. Securities Act; any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the U.S. Securities Act has been, or will be, filed with the SEC in accordance with the requirements of the U.S. Securities Act; each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the U.S. Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the U.S. Securities Act; except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic Road Shows, if any, each furnished to the Joint Active Bookrunners before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Joint Active Bookrunners, prepare, use or refer to, any free writing prospectus;

The Company is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus in each of the Canadian Qualifying Jurisdictions and is eligible to use the Shelf Procedures;

The Company has prepared and filed with the Canadian Securities Regulators in accordance with the Shelf Procedures, the Canadian Base Prospectus and has obtained a receipt for the Canadian Base Prospectus from the Manitoba Securities Commission for and on behalf of itself and each of the other Canadian Securities Regulators. At the time of filing of the Canadian Base Prospectus, the Company was eligible, and had satisfied all of the applicable conditions, to use the exemptions from certain prospectus requirements set out in the WKSI Blanket Orders;

To the knowledge of the Company, no insider of the Company has a present intention to sell any securities of the Company;

Other than as provided for in this Agreement, the Company has not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, underwriter’s or agent’s commission or other similar forms of compensation with respect to the Offering;

The issued and outstanding common shares of the Company are listed for trading on the TSX;

The Shares have been or will be at their date of issue duly and validly authorized and, when issued or delivered in accordance with this Agreement at the Closing Date or the Option Closing Date, as applicable, will be validly issued as fully paid and non-assessable shares of the Company and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company;

The provisions of the Shares conform, in all material respects, with the descriptions thereof in the Offering Documents under the heading “Description of Share Capital”;

To the knowledge of the Company, none of its directors or officers are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

The Offering Documents describe, to the extent required by Applicable Securities Laws, all material contracts (as defined in Canadian Securities Laws) of the Company;

Except as set forth in the Offering Documents, no acquisition has been made by the Company or any of its Subsidiaries that is a “significant acquisition” to the Company (on a consolidated basis) within the meaning of Applicable Securities Laws, and neither the Company nor any of its Subsidiaries are party to any contract with respect to any probable acquisition that would constitute a “significant acquisition” to the Company (on a consolidated basis), in each case that would require disclosure in the Offering Documents under Applicable Securities Laws;

Neither the Company nor any of its Subsidiaries has taken or will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares;

The Company will apply the net proceeds from the sale of the Shares in a manner that is consistent with the disclosure set out under the headings “Use of Proceeds” in the Offering Documents;

To its knowledge, neither the Company nor any of its Subsidiaries has since December 31, 2020, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property of the Company or its Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction or (ii) made any direct or indirect contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Foreign Corrupt Practices Act of 1977, as amended, or Title 18 United States Code Section 1956 and 1957 (US), or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Company or its Subsidiaries and their respective operations, and the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; and the operations of the Company and its Subsidiaries are and since December 31, 2020, have been conducted at all times in compliance with such legislation and no suit, action or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its Subsidiaries with respect to such legislation is in progress, or to the knowledge of the Company, pending or threatened;

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;

Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate or representative of the Company or any of its Subsidiaries is a Person that is currently the target or subject of any sanctions administered or enforced by the U.S. government, including without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering and sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, or is in any country or territory, that, at the time of such funding or facilitation, is the subject or target of Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the offering and sale of the Shares, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. Since April 24, 2019, the Company and its Subsidiaries have not to their knowledge engaged in, and are not now knowingly engaged in, and will not engage in any dealings or transactions with any Person that, at the time of such dealing or transaction, is or was the subject or target of Sanctions or with or in any country or territory that is or was the target or subject of Sanctions;

The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the U.S. Final Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

The Shares have been approved for listing on NYSE, subject only to official notice of issuance and are listed, or have been conditionally approved for listing, as applicable, on the TSX, subject to the satisfaction of customary conditions required by such exchange;

The Company has not (i) engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Joint Active Bookrunners with entities that the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act, institutions that are accredited investors within the meaning of Rule 501 under the U.S. Securities Act or accredited investors within the meaning of National Instrument 45-106 – Prospectus Exemptions and (ii) distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication, other than those distributed with the prior consent of the Joint Active Bookrunners that are listed on Schedule B hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Testing-the-Waters Communications;

To the knowledge of the Company, no event has occurred or condition exists which will prevent the Acquisition from being completed in all material respects in accordance with the terms of the Acquisition Agreement without material amendment or waiver adverse to the Company;

To the knowledge of the Company, the Target Financial Statements fairly present in all material respects, in accordance with United States generally accepted accounting principles, as in effect from time to time, applied on a consistent basis throughout the relevant periods (except as may be indicated in the notes and schedules thereto), the consolidated financial position of the Acquired Business, as of the respective dates thereof and consolidated results of operations, members’ equity and cash flows for the respective periods then ended;

The representations and warranties of the Company and its Subsidiaries in the Acquisition Agreement are true and correct in accordance with the standards of materiality contained therein, except as such would not have a Material Adverse Effect;

To the knowledge of the Company, the representations and warranties of the Acquired Business in the Acquisition Agreement are true and correct in all material respects, except as such would not have a “Material Adverse Effect” as such term is defined under the Acquisition Agreement; and

The Company has provided to the Underwriters a true and complete copy of the Acquisition Agreement, including all schedules and exhibits thereto.

Additional Covenants of the Company

It will advise the Underwriters, promptly after receiving notice thereof, when any receipt for a Canadian Prospectus Amendment has been obtained and will provide evidence satisfactory to the Underwriters of each such filing and the issuance or deemed issuance of receipts in respect thereof, as applicable, from all of the Canadian Securities Regulators;

It will advise the Underwriters, promptly after receiving notice or obtaining knowledge, of: (i) the issuance by any Canadian Securities Regulator or U.S. securities regulator of any order suspending or preventing the use of the Offering Documents; (ii) the suspension of the qualification of the Shares for distribution or sale in any of the Canadian Qualifying Jurisdictions or the United States; (iii) the institution or threatening of any proceeding for any of those purposes; or (iv) any requests made by any securities commission, stock exchanges or comparable authority for amending or supplementing the Offering Documents, or for additional information, and will use its commercially reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly;

It will not take any action that would result in an Underwriter or the Company being required to file with the SEC pursuant to Rule 433(d) under the U.S. Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder;

If at any time following issuance of a Written Testing-the-Waters Communication, any event occurred or occurs as a result of which such Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, Time of Sale Prospectus, or Final Offering Documents or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Joint Active Bookrunners and, if requested by the Joint Active Bookrunners, will prepare and furnish without charge to each Underwriter a Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission;

It will use its reasonable best efforts to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Joint Active Bookrunners reasonably request, provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in any jurisdiction in which it is not otherwise so subject;

It will make generally available to its securityholders (it being understood that filings on SEDAR+ and ▇▇▇▇▇ satisfy this requirement) as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the U.S. Securities Act and the rules and regulations of the SEC thereunder (including, at the option of the Company, Rule 158);

It will use its reasonable best efforts to have the Shares accepted for listing on NYSE and the TSX and to file with such exchanges all documents and notices required by such exchanges of issuers that have securities that are listed on such exchanges;

It will deliver to each Underwriter, upon such Underwriter’s written request, on or before the date hereof, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification;

It shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer or similar taxes, governmental charges or duties, including any interest and penalties with respect thereto, imposed under the laws of Canada or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement, (ii) the creation, allotment and issuance of the Shares, (iii) the sale and delivery of the shares to the Underwriters or purchasers procured by the Underwriters or (iv) the resale and delivery of the Shares by the Underwriters in the manner contemplated herein;

All sums payable by it under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes, levies, imposts, charges or duties, unless the deduction or withholding is required by law, in which case the Company shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. No such additional amount shall be paid if such deduction or withholding results from an Underwriter having rendered services in Canada or in the Province of Ontario;

All sums payable to an Underwriter shall be considered exclusive of any value added, goods and services, or similar taxes. Where the Company is obliged to pay such tax on any amount payable hereunder to an Underwriter, the Company shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax; and

It will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Acquisition.

Completion of Distribution

Material Change or Change in Material Fact During Distribution

During the period from the date hereof to the later of the Closing Date and the date of completion of distribution of the Shares under the Offering Documents and any Offering Document Amendment, the Company shall promptly notify the Underwriters in writing of:

Any filing made by the Company of information relating to the Offering with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;

Any material change (actual, anticipated, contemplated, proposed by or threatened, financial or otherwise) or development that would be likely to result in a material change in the results of operations, financial condition, business, affairs, assets, properties, capital, liabilities (contingent or otherwise), cash flows, income or business operations of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

Any material fact which has arisen or has been discovered and would have been required to have been stated in the Offering Documents had the fact arisen or been discovered on or prior to the date of such document; and

Any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in the Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying (to the extent that such compliance is required) with Applicable Securities Laws, in each case, as at any time up to and including the later of the Closing Date, the Option Closing Date and the date of completion of the distribution of the Shares.

The Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Applicable Securities Laws as a result of a fact or change referred to in Section 10(a) subject to Sections 5(b)(ii) and 5(b)(iii). The Company shall in good faith discuss with the Joint Active Bookrunners any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 10.

The Company will promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Shares, drafts of any press releases and other public announcements of the Company relating to the Company, , the Shares or the Offering for review by the Underwriters and their respective counsel prior to issuance, provided that any such review will be completed in a timely manner.

Change in Canadian Securities Laws

Underwriting Fee

Delivery of Purchase Price, Underwriting Fee and Shares

Delivery of Shares

Conditions to Underwriters’ Obligation to Purchase

Delivery of Opinions

The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters (and, if required for opinion purposes, counsel to the Underwriters) from Osler, ▇▇▇▇▇▇ & Harcourt LLP, Canadian counsel to the Company, as to the laws of Canada and the Canadian Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where it deems such reliance proper as to the laws of provinces other than Ontario, British Columbia, Alberta and Québec (or alternatively make arrangements to have such opinions directly addressed to the Underwriters) and as to matters of fact, on certificates of Governmental Authorities and officers of the Company and letters from stock exchange representatives and transfer agents, with respect to the following matters:

as to the existence of the Company under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Company to own and lease assets and to carry on business, in each case as described in the Offering Documents and to execute, deliver and perform its obligations under this Agreement;

as to the existence of each of the Company’s Canadian Material Subsidiaries under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Company’s Canadian Material Subsidiaries to own and lease assets and to carry on business, in each case, as described in the Offering Documents;

as to the authorized and issued capital of the Company;

that all necessary corporate action has been taken by the Company to authorize the execution of the Canadian Preliminary Prospectus and the Canadian Final Prospectus and, if applicable, any Offering Document Amendment, and the filing of such documents under Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions;

that all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the Acquisition Agreement and the performance of its obligations hereunder;

that this Agreement and the Acquisition Agreement have been duly executed and delivered by the Company;

that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Company under the laws of the Province of Manitoba and the federal laws of Canada applicable therein in connection with: (1) the execution and delivery of this Agreement and the performance of its obligations hereunder, and (2) the issuance and delivery to the Underwriters of the Shares pursuant to this Agreement, other than filings under the securities laws of the Province of Manitoba which have been duly made by or on behalf of the Company (other than the filing of a report as to the geographic distribution of the Shares);

that the execution and delivery of each of this Agreement and the performance of the Company’s obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the articles or by-laws of the Company or any laws of the Province of Manitoba or the federal laws of Canada applicable therein;

that the Company has taken all necessary corporate action to authorize the issuance of the Firm Shares and the Optional Shares and that such shares, when issued and delivered in accordance with the terms of this Agreement, will be validly issued as fully paid and non-assessable Shares of the Company;

that the provisions of the Shares of the Company conform, in all material respects, with the descriptions of the Shares in the Offering Documents under the heading “Description of Share Capital”;

that the statements in the Canadian Final Prospectus under the heading “Eligibility for Investment” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;

that the statements in the Offering Documents under the heading “Certain Canadian Federal Income Tax Considerations”, to the extent that such statements summarize matters of law or legal conclusions, fairly summarize the matters described therein in all material respects, subject to the assumptions, qualifications, limitations and restrictions set out therein;

the Shares have been conditionally approved for listing on the TSX, subject only to the conditions set out in the conditional approval letter dated October 29, 2025;

that Computershare Investor Services Inc. at its principal offices in the City of Calgary has been duly appointed as the transfer agent and registrar for the Shares;

that all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled by the Company as required under Canadian Securities Laws in order to qualify the Shares for distribution and sale to the public in each of the Canadian Qualifying Jurisdictions through investment dealers duly registered under the applicable laws of such Canadian Qualifying Jurisdictions who have complied with the relevant provisions of Canadian Securities Laws; and

as to compliance with the laws of the Province of Quebec relating to the use of the French language in connection with the Offering and documents to be delivered to purchasers in such province, including without limitation the Canadian Final Prospectus.

The Underwriters shall have received at the Closing Time an opinion of U.S. counsel to the Company, Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, dated the Closing Date, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably.

The Underwriters shall have received at the Closing Time a legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as Canadian counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably.

The Underwriters shall have received at the Closing Time a legal opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as U.S. counsel to the Underwriters, dated the Closing Date, addressed to the Underwriters, and such counsel shall have received such documentation and information as they may reasonably request to enable them to pass upon such information.

The Underwriters shall have received at the Closing Time a customary “10b-5” letter from each of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as U.S. counsel to the Underwriters and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, as U.S. counsel to the Company.

Delivery of Comfort Letters

The Underwriters shall have received at the Closing Time a bring-down comfort letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from Deloitte LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 5(a)(vi) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

The Underwriters shall have received at the Closing Time a bring-down comfort letter dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from Forvis Mazars LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 5(a)(vii) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and signed by the chief financial officer of the Company confirming the continued accuracy of the certificate to be delivered to the Underwriters pursuant to Section 5(a)(viii), with such changes as may be necessary to bring the information in such letter forward the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

Delivery of Certificates

The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Company acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Company, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.

The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer or other officers of the Company acceptable to the Joint Active Bookrunners, acting reasonably, certifying for and on behalf of the Company and without personal liability, after having made due enquiry and after having carefully examined the Offering Documents and any Offering Document Amendments:

that since the respective dates as of which information is given in the Offering Documents, as amended by any Offering Document Amendments (1) there has been no Material Adverse Change, and (2) no transaction has been entered into by any of the Company or its Subsidiaries which is material to the Company and its Subsidiaries taken as a whole, other than as disclosed in the Offering Documents or the Offering Document Amendments, as the case may be;

that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Applicable Securities Laws or by any Governmental Authority;

that the Company has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and

that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Time in all material respects (except for such representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all respects as of that date only.

Ratings

TSX Listing Approval

NYSE Listing Approval

Lock-Up Agreements

Receipt of Additional Documents

Over-Allotment Closing Documents

Rights of Termination

Each Underwriter shall be entitled to terminate and cancel, without any liability on the Underwriter’s part, the Underwriter’s obligations under this letter agreement by giving the Company written notice to that effect at or prior to the Closing if, during the period from the date hereof to the Closing, any of the following occurs:

Any order to cease or suspend trading in any securities of the Company, or prohibiting or restricting the distribution of the common shares of the Company is made, or any proceeding is announced, threatened or commenced for the making of any such order, by any securities regulatory authority, any stock exchange or by any other competent authority, and has not been rescinded, revoked or withdrawn;

Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, threatened or announced or any order or ruling is issued under or pursuant to any statute of Canada or any province, or of the United States or any state thereof or by any official of any stock exchange or by any other regulatory authority having jurisdiction over the Company or any of the material assets or the affairs of the Company and its Subsidiaries (on a consolidated bases), or there is any change of law, or the interpretation, pronouncement or administration thereof which prevents or operates to prevent or restrict materially the distribution of, or trading in the common shares of the Company, or might reasonably be expected to have a significant adverse effect on the market price or value of the common shares of the Company;

There should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence (including any natural catastrophe, acts of hostilities, acts of war, terrorism or any escalation thereof or other calamity or crisis) or any change or development involving a prospective change in national or international political, financial or economic conditions or any governmental action, law, regulation, inquiry or other occurrence of any nature which significantly adversely affects or might reasonably be expected to significantly adversely affect the Canadian or U.S. financial markets generally or the business, operations, capital or affairs of the Company and its Subsidiaries (on a consolidated basis), or the market price or value of the common shares of the Company; or

There shall occur any material change (actual, imminent or reasonably expected), or change in material fact which in the reasonable opinion of the Underwriters (or any of them), might reasonably be expected to have a significant adverse effect on the business, operations, capital or affairs of the Company and its Subsidiaries (on a consolidated basis), or the market price or value of the common shares of the Company, or the Underwriters shall become aware of any material fact with respect to the Company which had not been publicly disclosed or disclosed in writing to the Underwriters at or prior to the date hereof and which in the reasonable opinion of the Underwriters (or any of them) might reasonably be expected to have a significant adverse effect on the business, operations, capital or affairs of the Company and its Subsidiaries (on a consolidated basis), or the market price or value of the common shares of the Company.

All terms and conditions of this Agreement shall be construed as conditions, and any material breach of, or failure to comply in any material respect with, any of such terms or conditions which are for the benefit of the Underwriters shall entitle the Underwriters (or any of them) to terminate their obligations to purchase the Shares by giving notice in writing to that effect to the Company at or prior to the Time of Closing. The Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of the Underwriters.

The rights of termination contained in this section may be exercised by any Underwriter giving written notice thereof to the Company at any time prior to the applicable Time of Closing and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act, or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability or obligation on the part of such Underwriter to the Company or on the part of the Company to such Underwriter except in respect of any liability or obligation under any of Section 17, Section 18 and Section 20, which will remain in full force and effect. A notice of termination given by one Underwriter under this Section 16 will not be binding upon the other Underwriters.

Indemnity

Rights of Indemnity from the Company

Rights of Indemnity from the Underwriters

Notification of Claims

the defense shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and

no settlement of any such claim or admission of liability may be made by the Indemnifying Party without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of negligence, fault, culpability or failure to act, by or on behalf of any Indemnified Party.

Retaining Counsel

Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the other counsel;

the named parties to any such claim (including any added third or impleaded party) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised in writing by legal counsel that the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or

the Indemnifying Party has not retained counsel within 15 Business Days following receipt by the Company of notice of any such claim from the Indemnified Party; and

the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party; provided that no settlement of such claim or admission of liability may be made by Indemnified Party without the prior written consent of the Indemnifying Party, acting reasonably. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall only be liable for the reasonable fees and expenses of one separate law firm (in addition to any local counsel) at any time for all Indemnified Parties not having actual or potential differing interests in respect of a particular claim.

Contribution

Rights of Contribution

the amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in this Section 18 shall be deemed to include, subject to the limitations set forth in Section 17, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending such claim;

each Underwriter shall not in any event be liable to contribute, individually, any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of the applicable untrue statement or alleged untrue statement or omission or alleged omission;

no party who has been determined by a court of competent jurisdiction in a final judgment (which is not appealable) to have engaged in any fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraudulent misrepresentation; and

the Underwriters’ obligations in this subsection (a) to contribute are several in proportion to their respective underwriting obligations and not joint.

Rights of Indemnity and Contribution in Addition to Other Rights

Notice

Right of Contribution in Favor of Others

Remedy Not Exclusive

Severability

Expenses

Obligations to Purchase

Obligation of Underwriters to Purchase

RBC Dominion Securities Inc.

CIBC World Markets Inc.

National Bank Financial Inc.

TD Securities Inc.

▇▇▇▇▇▇▇ ▇▇▇▇▇ Canada Inc.

ATB Securities Inc.

Scotia Capital Inc.

BMO ▇▇▇▇▇▇▇ Burns Inc.

▇▇▇▇▇▇▇▇▇▇ Securities Inc.

▇▇▇▇▇▇▇ ▇▇▇▇▇ Ltd.

▇▇▇▇▇▇▇▇ Inc.

Purchases by Non-Defaulting Underwriters

Exercise of Termination Rights

No Obligation to Sell Less than All; Further Liability

Lock-Up

Survival

Time; Successors and Assigns

Governing Law; Submission to Jurisdiction; Appointment of Agent for Service

Notice

Authority of the Joint Active Bookrunners

Underwriters’ Activities

No Advisory or Fiduciary Responsibility

Counterparts

Entire Agreement

Recognition of the U.S. Special Resolution Regimes.

In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this section:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

Headings

Judgment Currency

sell, offer, contract to sell, grant or sell any option, right or warrant to purchase, or otherwise lend, transfer, assign or dispose of (including, without limitation, by making any short sale, engaging in any hedging transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of), as applicable, the Shares of the Company or securities convertible or exchangeable into Shares (whether or not cash settled), in a public offering or by way of private placement or otherwise; or

secure or pledge any Shares or any securities convertible or exchangeable into Shares; or

agree to or publicly announce any intention to do any of the foregoing things.

foregoing paragraph shall not apply to:

bona fide gifts to the immediate family of the undersigned or by will or intestacy, provided the recipient thereof agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

dispositions to any wholly-owned subsidiary of the undersigned or to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owners of all of the outstanding equity securities or similar interests, provided that such subsidiary or entity agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

if the undersigned is a corporation, partnership, limited liability company or other entity, dispositions to any affiliate, limited partner, member or security holder of the undersigned or to any investment fund or other entity controlled or managed by the undersigned, the manager or general partner of the undersigned, or an affiliate, limited partner, member or security holder of the manager or general partner of the undersigned, provided that such transferee agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

pledges or security interests, provided that the pledgee or beneficiary of the security interest agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

exercises, vesting or settlement of awards pursuant to any employee or executive incentive compensation arrangement of the Company existing as at the date hereof and sales to cover the payment of the exercise prices or the payment of taxes associated with such exercises, vesting or settlement of such awards (provided however that, other than such sales, the securities issuable thereunder shall be subject to the restrictions set out in this agreement); or

transfers pursuant to a bona fide third party take-over bid made to all shareholders of the Company, a plan of arrangement or amalgamation involving a change of control of the Company, or similar acquisition or business combination transaction provided that in the event that the take-over bid, plan of arrangement or amalgamation, or acquisition or business combination transaction is not completed, any Shares, as applicable, held by the undersigned shall remain subject to the restrictions contained in this agreement.

Pricing Terms

The Company is selling 5,532,000 common shares

The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional 829,800 common shares.

The public offering price per Common Share will be $141.00.

The underwriting commission per Common Share will be $5.46375

Free Writing Prospectuses

Written Testing-the-Waters Communication

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