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GDI Integrated Facility Services Inc. — M&A Activity 2025
Dec 29, 2025
45075_rns_2025-12-29_6597421c-9fcb-4854-b8be-2b5951fc04dd.pdf
M&A Activity
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SUPPORT AND VOTING AGREEMENT
THIS AGREEMENT is made as of December 22, 2025,
BETWEEN:
Birch Hill Equity Partners (US) V, LP, by its general partner, Birch Hill Equity Partners Management Inc. (the "Shareholder")
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17567308 Canada Inc, a corporation existing under the Laws of Canada (the "Purchaser")
RECITALS:
WHEREAS, in connection with an arrangement agreement between the Purchaser and GDI Integrated Facility Services Inc. (the "Corporation") dated as of the date hereof (as it may be amended, modified or supplemented from time to time in accordance with its terms, the "Arrangement Agreement"), among other things, (i) the Purchaser proposes to acquire all of the issued and outstanding subordinate voting shares in the capital of the Corporation ("Subordinate Voting Shares"), other than the Subordinate Voting Shares (and multiple voting shares in the capital of the Corporation (the "Multiple Voting Shares", and together with the Subordinate Voting Shares, the "Shares") held by the Shareholder and other Rollover Shareholders, on the terms and subject to the conditions set forth in the Arrangement Agreement, pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement"), and (ii) concurrently with the entering of this Agreement, the Shareholder and the Purchaser have entered into a rollover agreement providing for the transfer of and exchange of certain securities of the Corporation on the terms and subject to the conditions set forth therein (the "Rollover Agreement");
AND WHEREAS, the Shareholder is the registered and/or beneficial owner of, and exercises control and direction over, the number of Multiple Voting Shares and Subordinate Voting Shares set forth in Exhibit A hereto (the "Subject Shares" and, collectively with any other securities of the Corporation directly or indirectly acquired by or issued to the Shareholder or any of its affiliates or associates after the date thereof, including any securities of the Corporation which such Subject Shares or other securities of the Corporation subsequently acquired by or issued to the Shareholder may be converted into, exchanged for or otherwise changed into, the "Subject Securities");
AND WHEREAS, this Agreement sets out the terms and conditions under which, among other things, the Shareholder has agreed to vote or cause to be voted all of the Subject Securities (to the extent they carry the right to vote) in respect of the Arrangement and other matters related thereto, and otherwise abide by the restrictions and covenants set forth herein;
AND WHEREAS, the Shareholder acknowledges that the Purchaser would not enter into the Arrangement Agreement but for the execution and delivery of this Agreement by the Shareholder;
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the Purchaser and the Shareholder (together the "Parties" and each, a "Party") agree as follows:
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ARTICLE 1
INTERPRETATION
1.1 Definitions
All capitalized terms used but not otherwise defined herein and not otherwise defined have the respective meanings ascribed to them in the Arrangement Agreement. For the purposes of this Agreement:
1.2 Gender and Number
Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
1.3 Headings, etc.
The division of this Agreement into Articles, Sections and Exhibits and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement or in the Schedules hereto to Articles, Sections and Schedules refer to Articles, Sections and Exhibits of and to this Agreement or of the Exhibits in which such reference is made, as applicable.
1.4 Computation of Time
A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
1.5 Governing Law
This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Superior Court of Québec (Commercial Division) situated in the City of Montreal or, only if such court does not accept or have jurisdiction, such other court of competent jurisdiction located in the City of Montreal, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
1.6 Incorporation of Exhibits
Exhibit A attached hereto, for all purposes hereof, forms an integral part of this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Shareholder
The Shareholder represents and warrants to the Purchaser as follows and acknowledges and agrees that the Purchaser is relying on these representations and warranties in entering into this Agreement and the Arrangement Agreement:
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(a) the Shareholder is duly and validly constituted, organized and existing under the Laws of its jurisdiction of formation and has all requisite power and authority to enter into, execute and deliver this Agreement and perform its obligations under this Agreement, and no other corporate or other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(b) the execution, delivery and performance by the Shareholder of this Agreement (i) have been duly authorized by all necessary action on its part and (ii) do not and will not (or would not with the giving of notice, the lapse of time, or both, or the happening of any other event or condition) contravene or result in a breach or violation of its Constating Documents or any Law;
(c) this Agreement has been duly executed and delivered by, and constitutes a legal, valid and binding obligation of, enforceable against, the Shareholder in accordance with its terms subject only to any limitation on enforcement under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other similar Laws of general application affecting the enforcement of creditors' rights and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;
(d) the Shareholder beneficially owns, and exercises control or direction over, all of the Subject Securities set forth opposite its name in Exhibit A hereto. Other than such Subject Securities, neither the Shareholder nor any of its affiliates or associates beneficially own, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Corporation or any of its affiliates;
(e) the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, the sole legal and beneficial owner of the Subject Securities, with good and valid title thereto, free and clear of all Liens;
(f) the Shareholder has and as of the Meeting, will have, the sole right to the sole right to vote (or cause to be voted) and dispose (or direct the disposition of) all the Subject Securities;
(g) no Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement, the Arrangement Agreement and the Rollover Agreement;
(h) no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement with respect to the parties thereto;
(i) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Corporation's securityholders or give consents or approvals of any kind that would prevent or delay its ability to perform its obligations hereunder; and
(j) there are no legal Proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates or associates that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder.
2.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Shareholder as follows and acknowledges and agrees that the Shareholder is relying upon such representations and warranties in entering into this Agreement:
(a) it is a corporation duly and validly incorporated under the Laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into, execute and deliver this Agreement and perform its obligations under this Agreement and no other corporate or other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(b) the execution, delivery and performance by the Purchaser of this Agreement (i) have been duly authorized by all necessary action on its part and (ii) assuming the satisfaction of, or compliance with, the matters referred to in Paragraph (4) of Schedule D of the Arrangement Agreement, do not and will not (or would not with the giving of notice, the lapse of time, or both, or the happening of any other event or condition) contravene or result in a breach or violation of its Constating Documents or any Law; and
(c) this Agreement has been duly executed and delivered by, and constitutes a legal, valid and binding obligation of, enforceable against, the Purchaser in accordance with its terms subject only to any limitation on enforcement under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other similar Laws of general application affecting the enforcement of creditors' rights and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
ARTICLE 3 COVENANTS
3.1 Covenants of the Shareholder
(a) The Shareholder hereby covenants and agrees in favour of the Purchaser that from the date of this Agreement until the termination of this Agreement in accordance with its terms pursuant to Section 4.1 (the "Expiry Time"), the Shareholder will not, without having first obtained the prior written consent of the Purchaser, directly or indirectly:
(i) sell, transfer, offer, assign, distribute, convey, exchange, gift, dispose of, pledge, encumber, option, grant a security interest in, hypothecate, appoint or otherwise dispose of any right or interest in any of the Subject Securities (including, for the avoidance of doubt, convert any Multiple Voting Shares into Subordinate Voting Shares) or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than pursuant to the Arrangement or an Alternative Transaction;
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(ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or
(iii) requisition or join in the requisition of any meeting of any of the securityholders of the Corporation for the purpose of considering any resolution.
(b) The Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities:
(i) at any meeting of any of the securityholders of the Corporation, including the Meeting, at which the Subject Securities are entitled to vote (including in connection with any separate vote of any sub-group of securityholders of the Corporation that may be required to be held and of which sub-group the Shareholder forms part); and
(ii) in any action by written consent of the securityholders (including any class of securityholders) of the Corporation,
in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement. In connection with the foregoing, subject to this Section 3.1(b), the Shareholder hereby agrees to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of its Subject Securities (to the extent that they carry the right to vote) as soon as practicable following the mailing of the Circular and in any event at least ten (10) Business Days prior to the Meeting, voting all such Subject Securities (to the extent that they carry the right to vote) in favour of the Arrangement Resolution and the Arrangement, including the transactions contemplated by the Arrangement Agreement and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement. The Shareholder hereby agrees that it will not take, nor permit any Person on its behalf to take, any action to withdraw, revoke, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Shareholder might have unless this Agreement has at such time been previously terminated in accordance with Section 4.1.
(c) The Shareholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent that they carry the right to vote (including in connection with any separate vote of any sub-group of securityholders of the Corporation that may be required to be held and of which sub-group the Shareholder forms part)) against any proposed action by the Corporation, any Shareholder, any of the Corporation's Subsidiaries or any other Person: (i) in respect of any Acquisition Proposal or Superior Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving the Corporation or any Subsidiary of the Corporation that
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requires the approval of securityholders of the Corporation, other than the Arrangement or an Alternative Transaction; (ii) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement, including without limitation any amendment to the articles or bylaws of the Corporation or any of its Subsidiaries or their respective corporate structures or capitalization; or (iii) any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Corporation under the Arrangement Agreement.
(d) The Shareholder hereby covenants, undertakes and agrees, in the event that any transaction for the proposed acquisition of at least a majority of the Subordinate Voting Shares of the Corporation, where such transaction requires the approval of the securityholders of the Corporation, other than the Arrangement or an Alternative Transaction, is presented prior to the Effective Time for approval of, or acceptance by, securityholders of the Corporation, whether or not it may be recommended by the Board, not to directly or indirectly, accept, assist or otherwise further the successful completion of such transaction or purport to tender or deposit into any such transaction any of the Subject Securities.
(e) Until the Expiry Time, subject to Section 5.8, the Shareholder will not, and will ensure that its affiliates and associates do not, directly or indirectly, through any officer, director, employee, shareholder, representative or agent or otherwise:
(i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser's proposed purchase of the Shares as contemplated by the Arrangement;
(ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser's proposed purchase of the Shares as contemplated by the Arrangement;
(iii) act jointly or in concert with others with respect to voting securities of the Corporation for the purpose of opposing or competing with the Purchaser's proposed purchase of the Shares as contemplated by the Arrangement;
(iv) solicit, initiate, encourage or take any other action designed to facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Corporation or any Subsidiary or entering into any form of agreement, arrangement or understanding) any offer, proposal, indication of interest or inquiry that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(v) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser or its affiliates) regarding any offer, proposal, indication of interest or inquiry that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(vi) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal;
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(vii) accept or enter into, or publicly propose to accept or enter into, any Contract, letter of intent, term sheet, understanding or arrangement (in each case, whether or not legally binding) or similar document with any Person in respect of an Acquisition Proposal or any offer, proposal, indication of interest or inquiry that may reasonably be expected to constitute or lead to, an Acquisition Proposal; or
(viii) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.
(f) The Shareholder will not (i) exercise any dissent rights in respect of the Arrangement; (ii) contest in any way the approval of the Arrangement by any Governmental Entity; or (iii) take any other action of any kind, in each case, which would reasonably be regarded as likely to reduce the success of, or materially delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement.
(g) The Shareholder will, and will cause each of its affiliates, associates and representatives to, immediately cease and terminate, any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than the Purchaser and its affiliates) with respect to any offer, proposal, indication of interest or inquiry constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal.
(h) The Shareholder hereby consents to the details of this Agreement being set out in any press release, information circular, including the Circular, and court documents produced by the Corporation, the Purchaser or any of their respective affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement, and this Agreement being made publicly available, including by filing on SEDAR+.
(i) Except as required by applicable law or stock exchange requirements, the Shareholder will not, and will ensure that their affiliates and representatives do not, make any public announcement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of the Purchaser or its affiliates.
3.2 Alternative Transaction
In the event that, in lieu of the Arrangement, the Purchaser or one of its affiliates seeks to complete the acquisition of the Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement and (b) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (any such transaction, including any take-over bid, an "Alternative Transaction"), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Securities (including any Subordinate Voting Shares issuable upon the exercise and/or settlement of Subject Securities convertible into or exchangeable for Subordinate Voting Shares) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not
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withdrawing them; and/or (B) voting or causing to be voted all of the Subject Securities (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser or any of its affiliates.
ARTICLE 4
TERMINATION
4.1 Termination
This Agreement will terminate upon the earliest to occur of:
(a) the mutual agreement in writing of the Shareholder, the Purchaser and Gestion Claude Bigras Inc., following any termination of the Arrangement in accordance with its terms;
(b) the date that is nine (9) months from the date of this Agreement; and
(c) the occurrence of the Effective Time.
4.2 Effect of Termination
If this Agreement is terminated in accordance with the provisions of Section 4.1, no Party will have any further liability to perform its obligations under this Agreement except as expressly contemplated by this Agreement, and provided that neither the termination of this Agreement nor anything contained in Section 4.1 will relieve any Party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.
ARTICLE 5
GENERAL
5.1 Further Assurances
The Shareholder will, with reasonable diligence, do all things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and will provide such further documents or instruments required by the Purchaser as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Effective Time.
5.2 Entire Agreement
This Agreement and the Rollover Agreement constitute the entire agreement between the Parties, and supersedes all prior agreements, understandings, negotiations, statements, correspondence and discussion, both written and oral, between the Parties with respect to the subject matter contained herein.
5.3 Injunctive Relief
The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement,
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without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.
5.4 Exercise of Rights
No delay of or omission in the exercise of any right, power or remedy accruing to any party hereto as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
5.5 Successors and Assigns
The provisions of this Agreement will be binding upon and enure to the benefit of the Parties and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns, provided that no Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other Party hereto, provided that the Purchaser may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, the Purchaser shall continue to be liable joint and severally with such affiliate for all of its obligations hereunder.
5.6 Amendments
This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.
5.7 Severability
If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
5.8 Fiduciary Duties
Nothing contained in this Agreement shall be deemed or interpreted to bind any controlling Person of the Shareholder in his or her capacity as an officer or director of the Corporation, and any such Person that is a director or officer of the Corporation shall not be limited or restricted in the exercise of his or her fiduciary duties as a director or officer of the Corporation or other legal obligation to act in the best interests of the Corporation, and, without limiting the foregoing, any such Person shall be entitled, at any meeting of the Board, to vote in favour of or support, in his or her capacity as a director of the Corporation, any Acquisition Proposal that he or she determines constitutes a Superior Proposal in accordance with the Arrangement Agreement.
5.9 Time of the Essence
Time is of the essence in this Agreement.
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5.10 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email and addressed:
(a) if to the Purchaser at:
c/o Birch Hill Equity Partners Management Inc.
81 Bay Street, Suite 4510
Toronto, Ontario, M5J 0E7
Attention: David Samuel / Nicholas Bigelow
Emails: [REDACTED – PERSONAL INFORMATION]
with a copy to (which shall not constitute notice):
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario, M5L 1B9
Attention: Mike Devereux
Emails: [email protected]
(b) if to the Shareholder at:
c/o Birch Hill Equity Partners Management Inc.
81 Bay Street, Suite 4510
Toronto, Ontario, M5J 0E7
Attention: David Samuel / Nicholas Bigelow
Emails: [REDACTED – PERSONAL INFORMATION]
Any notice or other communication is deemed to be given and received (a) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (b) if sent by overnight courier, on the next Business Day, or (c) if sent by email, on the date such email was sent if it is a Business Day and such email was sent prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day (provided in the case of email that no "bounceback" or notice of non-delivery is received by the sender within thirty (30) minutes of the time of sending). A party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the party at its changed address. Any element of a party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.
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5.11 Expenses
Each Party will pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated by this Agreement.
5.12 Counterparts
This Agreement may be executed in any number of counterparts (including counterparts by email) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF the Parties have executed this Agreement as at the date first above written.
BIRCH HILL EQUITY PARTNERS (US) V, LP,
by its general partner, BIRCH HILL EQUITY
PARTNERS MANAGEMENT INC.
By: (Signed) "Pierre Schuurmans"
Name: Pierre Schuurmans
Title: Chief Operating Offer
17567308 CANADA INC.
By: (Signed) "Nicholas Bigelow"
Name: Nicholas Bigelow
Title: Authorized Signing Officer
EXHIBIT A
SUBJECT SECURITIES
Name of Shareholder: Birch Hill Equity Partners (US) V, LP
Multiple Voting Shares: 3,886,620
Subordinate Voting Shares: 198,615
Options: -
DSUs: -
PSUs: -
Other Subject Securities: -