UNDERWRITING AGREEMENT

April 22, 2026

Groupe Dynamite Inc.
5592 Ferrier Street
Town of Mount Royal, QC
Canada H4P 1M2

Attention: Jean-Philippe D. Lachance
Chief Financial Officer

4370368 Canada Inc.
5592 Ferrier Street
Town of Mount Royal, QC
Canada H4P 1M2

Attention: Andrew Lutfy
President and Chief Executive Officer

Ladies and Gentlemen:

The undersigned, BMO Nesbitt Burns Inc. ("BMO"), Desjardins Securities Inc., National Bank Financial Inc., RBC Dominion Securities Inc. and TD Securities Inc. (collectively, the "Joint Active Bookrunners"), together with Canaccord Genuity Corp., Stifel Nicolaus Canada Inc., Barclays Capital Canada Inc., CIBC World Markets Inc., Goldman Sachs Canada Inc., Raymond James Ltd., Scotia Capital Inc. and UBS Securities Canada Inc. (collectively with the Joint Active Bookrunners, the "Underwriters", and each individually, an "Underwriter"), understand that 4370368 Canada Inc. (the "Selling Shareholder") proposes to sell to the Underwriters 2,700,000 subordinate voting shares (the "Firm Shares") of Groupe Dynamite Inc. (the "Company"), which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Supplemented Shelf Prospectus (as defined below).

The subordinate voting shares of the Company are hereinafter referred to as the "Subordinate Voting Shares". The Subordinate Voting Shares together with the multiple voting shares of the Company (the "Multiple Voting Shares") are hereinafter referred to as the "Shares".

The Underwriters propose to distribute the Firm Shares and, if any, the Optional Shares, in the Qualifying Jurisdictions (as defined below) pursuant to the Supplemented Shelf Prospectus and in the United States in compliance with the exemption from registration provided by Rule 144A (as defined below), all in the manner contemplated by this Agreement.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Underwriters, severally, on the basis of the percentages set forth in Section 23 of this Agreement (and subject to such adjustments to eliminate fractional shares as the Joint Active Bookrunners may determine), agree to purchase from the Selling Shareholder, and the Selling Shareholder, by its acceptance hereof, agrees to sell to the Underwriters, all but not less than all of the Firm Shares, at the Closing Time (as defined below) at a price of $93.00 per share (the "Offering Price").

By acceptance of this Agreement, the Selling Shareholder, hereby grants to the Underwriters an unassignable right (the "Over-Allotment Option") to purchase, severally, up to an aggregate of 405,000 additional Subordinate Voting Shares (the "Optional Shares"), from the Selling Shareholder, at the Option Closing Time (as defined below) at a purchase price per share equal to the Offering Price and otherwise on the same basis as the purchase of the Firm Shares. If the Joint Active Bookrunners, on behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Joint Active Bookrunners shall provide written notice (the "Exercise Notice") to the Selling Shareholder and the Company not later than the 30th day after the Closing Date (as defined below), which Exercise Notice shall specify the number of Optional Shares to be purchased by the Underwriters and the date on which such Optional Shares are to be purchased (the "Option Closing Date"). Such date may be the same as the Closing Date but not earlier than the Closing Date and shall be at least two Business Days (as defined below) (or such time closer to the Option Closing Date as agreed to by the Selling Shareholder, the Company and the Joint Active Bookrunners), but not more than five Business Days, after the date on which the Exercise Notice is delivered to the Selling Shareholder and the Company. If any Optional Shares are purchased from the Selling Shareholder, each Underwriter agrees, severally, to purchase such portion of Optional Shares (subject to such adjustments to eliminate fractional shares as the Joint Active Bookrunners may determine) as is set out in Section 23 opposite the name of such Underwriter.

The Firm Shares and the Optional Shares are hereinafter collectively referred to as the "Offered Shares".

Definitions

In this Agreement:

"Adjusted EBITDA" has the meaning given in the Financial Information;

"affiliate" has the meaning given to such term in Regulation 45-106 respecting Prospectus Exemptions;

"Agreement" means this underwriting agreement, as it may be amended;

"AIF" means the annual information form of the Company for the year ended January 31, 2026, as filed by the Company on SEDAR+;

"Applicable Indemnifier" means (i) the Company, in respect of a claim for indemnification under Section 19(a) or (ii) the Selling Shareholder in respect of a claim for indemnification under Section 19(b), as applicable;

"Anti-Money Laundering Laws" has the meaning given in Section 8(iii);

"Audited Financial Statements" means the audited consolidated financial statements of the Company for the fiscal years ended January 31, 2026 and February 1, 2025, together with the independent auditor's report thereon and the notes thereto, as incorporated by reference in the Prospectus;

"Base Shelf Prospectus" means the (final) short form base shelf prospectus of the Company (in both the English and French languages unless the context indicates otherwise) dated April 20, 2026, including for greater certainty the documents incorporated by reference therein;

"BHC Act Affiliate" has the meaning given in Section 35(c);

"BMO" has the meaning given above;

"Business Day" means any day, other than: (i) a Saturday or a Sunday, or (ii) a day on which Canadian chartered banks in Montreal, Québec are not open for commercial banking business during normal banking hours;

"Canadian Securities Laws" means all applicable securities laws in each of the Qualifying Jurisdictions and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Regulators;

"Canadian Securities Regulators" means the applicable securities commissions and securities regulatory authorities in the Qualifying Jurisdictions;

"Claim" has the meaning given in Section 19(a);

"Closing" means the completion of the sale by the Selling Shareholder and the purchase by the Underwriters of the Firm Shares pursuant to this Agreement;

"Closing Date" means April 27, 2026 or such other date as the Company, the Selling Shareholder and the Underwriters may agree upon in writing, or as may be changed pursuant to this Agreement, but in any event shall not be later than June 3, 2026;

"Closing Time" means 8:00 a.m. (Montreal time) on the Closing Date;

"Coattail Agreement" means the coattail agreement dated November 26, 2024 between the Company, certain shareholders of the Company, and Computershare Trust Company of Canada, as trustee;

"Company" has the meaning given above;

"Company Contracts" has the meaning given in Section 8(aa);

"comparables" has the meaning given in NI 41-101;

"Covered Entity" has the meaning given in Section 35(c);

"Credit Facilities" has the meaning given in the Prospectus;

"Default Right" has the meaning given in Section 35(c);

"distribution" has the meaning given to it in the Securities Act (Québec);

"Employee Plans" means any (i) pension, retirement, deferred compensation, savings, profit-sharing, stock option, stock purchase, bonus, incentive, vacation pay, severance pay, supplemental unemployment benefit, employee assistance, death benefit or other employee or post-retirement benefit plan, trust, arrangement, contract, agreement, policy or commitment (including any arrangement to provide pension benefits in excess of the maximum amounts which are allowed under the Income Tax Act (Canada) to be provided through a registered pension plan) from which present or former employees, officers and directors, individuals working on contract with the Company or its subsidiaries or

individuals providing services to the Company or its subsidiaries of a kind normally performed by employees benefit or have the potential to benefit, or (ii) group or individual insurance policy or coverage (including self-insured coverage) for accident and sickness or life insurance (including any individual insurance policy under which any present or former employee, officer or director of the Company or any of its subsidiaries, as applicable, is the named insured and as to which the Company or any of its subsidiaries makes premium payments, whether or not the Company or any of its subsidiaries is the owner, beneficiary or both of that policy), or other insured or covered expense reimbursement coverage, from which present or former employees, officers or directors of the Company or any of its subsidiaries benefit or have the potential to benefit;

"Environmental Laws" means any federal, state, provincial, territorial, municipal or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and "Hazardous Materials" means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

"Exercise Notice" has the meaning given above;

"Financial Information" means the Financial Statements and management's discussion and analysis related to such financial statements incorporated by reference in the Supplemented Shelf Prospectus or any Prospectus Amendment and the additional financial information derived therefrom and included therein or incorporated by reference therein;

"Financial Statements" means the Audited Financial Statements;

"Firm Shares" has the meaning given above;

"Foreign Subsidiaries" has the meaning given in Section 17(a)(v);

"Governmental Authorities" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, arbitrators, ministers, Crown corporations, courts, bodies, boards, tribunals, commercial registers or dispute settlement panels or other law, rule or regulation-making or dispute resolution organizations or entities:

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

"Governmental Licences" has the meaning given in Section 8(uu);

"IFRS" means IFRS Accounting Standards as issued by the International Accounting Standards Board;

"Indemnified Party" has the meaning given in Section 19(c);

"IT Systems" has the meaning given in Section 8(ggg);

"Intellectual Property" has the meaning given in Section 8(eee);

"Investor Rights Agreement" means the investor rights agreement among the Company, the Selling Shareholder and Andrew Lutfy, dated November 26, 2024;

"Joint Active Bookrunners" has the meaning given above;

"knowledge of the Company" means the actual knowledge of Andrew Lutfy (Chair and Chief Executive Officer), Stacie Beaver (President and Chief Operating Officer), Jean-Philippe D. Lachance (Chief Financial Officer) and Christian Roy (Vice President of Legal Affairs and Corporate Secretary), after reasonable inquiry;

"Lien" means any mortgage, charge, pledge, hypothec, claim, security interest, assignment, lien (statutory or otherwise), defect, charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

"limited-use version" has the meaning given in NI 41-101;

"marketing materials" has the meaning given in NI 41-101;

"Material Adverse Effect" or "Material Adverse Change" means any fact, effect, change, event, occurrence or any development involving a change, that: (i) is, or is reasonably likely to be, materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, Adjusted EBITDA, business or operations or prospects of the Company and its subsidiaries taken as a whole and as a going concern, or (ii) would result in the Supplemented Shelf Prospectus or any Prospectus Amendment containing a misrepresentation;

"material change" has the meaning given to it in the Securities Act (Québec);

"Material Contracts" means the contracts described in the Prospectus under the heading "Material Contracts";

"material fact" has the meaning given to it in the Securities Act (Québec);

"misrepresentation" has the meaning given to it in Canadian Securities Laws;

"MI 11-102" means Multilateral Instrument 11-102 – Passport System (in Québec, Regulation 11-102 respecting Passport System);

"Modern Slavery Laws" means any applicable law, judgment, order, executive order, decree, ordinance, rule or regulation of any Governmental Authority related to slavery, forced, prison and/or compulsory labour and child labour, and trafficking in persons, including the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada), section 279.01 (Trafficking in persons), section 279.02 (Material benefit – trafficking), section 279.04 (Exploitation) and section 279.011 (Trafficking of a person

under the age of eighteen years) of the Criminal Code (Canada) and subparagraph 132(1)(m)(i.1) of the Customs Tariff (Canada);

"Multiple Voting Shares" has the meaning given above;

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements (in Québec, Regulation 41-101 respecting General Prospectus Requirements);

"NI 44-102" means National Instrument 44-102 – Shelf Distributions (in Québec, Regulation 44-102 respecting Shelf Distributions);

"NI 44-103" means National Instrument 44-103 – Post-Receipt Pricing (in Québec, Regulation 44-103 respecting Post-Receipt Pricing);

"NI 52-109" means National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings (in Québec, Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings);

"notice" has the meaning given in Section 27;

"Offered Shares" has the meaning given above;

"Offering" has the meaning given above;

"Offering Price" has the meaning given above;

"Option Closing Date" has the meaning given above;

"Option Closing Time" means 8:00 a.m. (Montreal time) on the Option Closing Date;

"Optional Shares" has the meaning given above;

"Over-Allotment Option" has the meaning given above;

"person" includes any individual, sole proprietorship, limited or general partnership or general partner acting on behalf thereof, firm, entity, unincorporated association or organization, trust or trustee acting on behalf thereof, body corporate, company, limited or unlimited liability company or Governmental Authority and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

"Personal Data" has the meaning given in Section 8(ggg);

"Prospectus" means, collectively, the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment;

"Prospectus Amendment" means any amendment to the Base Shelf Prospectus or the Prospectus Supplement (in both the English and French languages unless the context indicates otherwise), including for greater certainty the documents incorporated by reference therein;

"Prospectus Supplement" means the shelf prospectus supplement to the Base Shelf Prospectus (in both the English and French languages unless the context indicates

otherwise) dated April 22, 2026, and to be filed with the Canadian Securities Regulators, relating to the distribution of the Offered Shares, including for greater certainty, the documents incorporated by reference therein (which shall include any template version of marketing materials (within the meaning of Canadian Securities Laws) included in or incorporated by reference therein);

"provide" or "provided", in the context of sending or making available marketing materials to a potential purchaser of Shares, has the meaning given in NI 41-101;

"Qualified Institutional Buyer" means a qualified institutional buyer as defined in Rule 144A(a)(1) under the U.S. Securities Act;

"Qualifying Jurisdictions" means all of the provinces and territories of Canada;

"Rule 144A" means Rule 144A adopted by the SEC under the U.S. Securities Act;

"Sanctioned Person" and "Sanctioned Persons" have the respective meanings given in Section 8(kkk);

"Sanctions" has the meaning given in Section 8(kkk);

"SEC" means the United States Securities and Exchange Commission;

"Selling Firm" has the meaning given in Section 4(a);

"Selling Shareholder" has the meaning given above;

"Selling Shareholder's Information" means with respect to the Selling Shareholder, the legal name and the number of Shares beneficially owned by it prior to the Closing and immediately following the Closing, including such information in the related footnotes, but excluding percentages;

"Shares" has the meaning given above;

"Subordinate Voting Shares" has the meaning given above;

"subsidiary" has the meaning given to such term in Regulation 45-106 respecting Prospectus Exemptions;

"Supplemented Shelf Prospectus" means the Base Shelf Prospectus, as supplemented by the Prospectus Supplement;

"template version" has the meaning given in NI 41-101 and includes any revised template version of marketing materials as contemplated in NI 41-101;

"TSX" means The Toronto Stock Exchange;

"Underwriter" and "Underwriters" have the respective meanings given to them above;

"Underwriters' Information" means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Company in writing specifically for use in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum and any Prospectus Amendment, it being understood and agreed that the

only such information furnished by any Underwriter consists of the following information: their respective names and the information related to stabilizing transactions, over-allotment transactions and syndicate covering transactions contained under the subheading "Price Stabilization, Short Positions and Passive Market Making" in the section titled "Plan of Distribution" and related disclosure on the cover page of the Prospectus;

"Underwriting Fee" has the meaning given in Section 14;

"U.S. Affiliate" has the meaning given in Schedule A hereto;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Placement Memorandum" means the final U.S. private placement memorandum (which shall include the Supplemented Shelf Prospectus, respectively, as well as a Prospectus Amendment, if any) used to make offers and sales of Shares in the United States to Qualified Institutional Buyers;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"U.S. Special Resolution Regime" has the meaning given in Section 35(c); and

"WKSI Rules" means the rules set out under Part 9B of NI 44-102.

Capitalized terms used and not otherwise defined in this Agreement have the respective meanings given to them in the Prospectus.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to "Sections", "paragraphs" and "clauses" are to the appropriate section, paragraph or clause of this Agreement.

In this Agreement, any reference to "severally" shall mean jointly (the notion equivalent to "severally" in common law) and not solidarily.

All references to dollars or “$” are to Canadian dollars unless otherwise expressed.

Compliance with Securities Laws

The Company represents and warrants to the Underwriters that the Company has prepared and filed the Base Shelf Prospectus with the Canadian Securities Regulators and in accordance with the WKSI Rules and applicable Canadian Securities Laws, and is deemed to have obtained a receipt from the Autorité des marchés financiers (as principal regulator) and each of the other Canadian Securities Regulators pursuant to MI 11-102 for the Base Shelf Prospectus; and (i) the Company is not required to withdraw the Base Shelf Prospectus pursuant to section 9B.6(1)(b) of the WKSI Rules and (ii) no Canadian Securities Regulator or any court has issued an order preventing or suspending the use of the Prospectus relating to the offering of the Offered Shares or preventing the distribution of the Offered Shares or instituted proceedings for that purpose.

The Company covenants with the Underwriters that it will (or, in the case of the Selling Shareholder will take such steps as are reasonably within its control to):

(i) by no later than 5:00 p.m. (Montreal time) on April 22, 2026 (or such later date as may be determined by the Joint Active Bookrunners in their sole discretion), prepare and file with the Canadian Securities Regulators a Prospectus Supplement (in the English and French languages) in a form approved by the Underwriters, acting reasonably;

(ii) promptly fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, the Canadian Securities Laws required to be fulfilled or complied with by the Company to enable the Offered Shares to be lawfully distributed in the Qualifying Jurisdictions through the Underwriters or their respective affiliates, or any other investment dealers or brokers duly registered as such in the Qualifying Jurisdictions; and

(iii) until the completion of the distribution of the Offered Shares, promptly take all additional steps and proceedings that from time to time may be required under Canadian Securities Laws to continue to qualify the Offered Shares for distribution or, in the event that the Offered Shares have, for any reason, ceased to so qualify, to again qualify the Offered Shares for distribution in the Qualifying Jurisdictions, and to the extent within the control of the Company or the Selling Shareholder, as applicable, to permit the Offered Shares to be offered and sold to Qualified Institutional Buyers in the United States in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder and applicable provisions of U.S. state securities laws.

Due Diligence

Prior to the filing of the Prospectus Supplement, the Company shall permit the Underwriters, any U.S. Affiliate and their respective counsel to review and fully participate in the preparation of the Prospectus Supplement and shall allow each of the Underwriters to conduct any due diligence investigations which it reasonably requires in order to fulfill its obligations as an underwriter under Canadian Securities Laws and in order to enable it to responsibly execute the certificate(s) in the Prospectus Supplement required to be executed by it. Following the filing of the Prospectus Supplement up to the later of the Closing Date and the date of completion of the distribution of the Offered Shares, the Company shall allow each of the Underwriters and their U.S. Affiliates and its counsel to conduct any due diligence investigations which it reasonably requires to confirm as at any date that it continues to have reasonable grounds for the belief that the Prospectus Supplement and any Prospectus Amendment do not contain a misrepresentation as at such date or as at the date of such Prospectus Supplement or any Prospectus Amendment.

Restrictions on Sale

(a) The Company and the Selling Shareholder agree 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 Offered 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 Offered Shares (a "Selling Firm"), to comply with Canadian Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectus Supplement and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where the Offered Shares may be lawfully offered for

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sale or sold. Each Underwriter, severally, represents and warrants that it is not a non-resident for purposes of the Income Tax Act (Canada).

(b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner that complies with all applicable laws and regulations (including Rule 144A) in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Prospectus or the U.S. Placement Memorandum in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or the U.S. Placement Memorandum to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions or would otherwise require the Company to appoint an agent for service in such other jurisdiction.

(c) Notwithstanding the foregoing, each of the Company and the Selling Shareholder acknowledges and agrees that the Underwriters are acting severally 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 (including under this Section 4 or Schedule A to this Agreement) by another Underwriter or Selling Firm appointed by another Underwriter.

(d) For the purposes of this Section 4, until otherwise notified in writing by the Company, the Selling Shareholder or by any Canadian Securities Regulator, the Underwriters shall be entitled to assume that: (i) the Company's and the Selling Shareholder's representations and warranties made herein are and will remain true and correct, and that the Company and the Selling Shareholder have complied and will continue to comply with all covenants herein, and (ii) the Offered Shares are qualified for distribution in each of the Qualifying Jurisdictions.

(e) The Company, the Selling Shareholder and the Underwriters hereby acknowledge that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and the laws of any applicable U.S. states. Accordingly, the Company, the Selling Shareholder and each of the Underwriters hereby agree that offers and sales of the Offered Shares in the United States shall be conducted only in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.

Marketing Materials

(a) In connection with the distribution of the Offered Shares:

(i) 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

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substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by BMO, on behalf of all of the Underwriters, and the Company, prior to the time the marketing materials are provided to potential investors;

(ii) the Company shall file the template version of the marketing materials referred to in paragraph 5(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 BMO, 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 BMO confirms that it has 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

(iii) 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.

Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide a limited-use version of the marketing materials to potential investors to the extent permitted by Canadian Securities Laws and applicable U.S. securities laws.

(b) The Company shall prepare and file a revised template version of any marketing materials provided to potential investors in connection with the offering of the Offered Shares where required under Canadian Securities Laws, and the foregoing paragraphs shall also apply to such revised template version.

(c) During the period of distribution of the Offered Shares, the Company, the Selling Shareholder and the Underwriters, severally, covenant and agree:

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

(ii) 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 by the Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor;

(iii) not to provide any potential investor, and that no potential investor has been provided, with: (i) any marketing materials relating to the distribution of the Offered Shares other than such marketing materials for which the template versions thereof have been approved and filed in accordance with the foregoing paragraphs, or (ii) any standard term sheet (as defined in NI 41-101) relating to the distribution of the Offered Shares other than such standard term sheets approved in writing by the Company and BMO, on behalf of all of the Underwriters; and

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(iv) without the written approval of the Company or BMO, as applicable, acting reasonably, not to provide any information to potential investors with respect to the Company or the Offered Shares other than (i) as set forth in this Agreement, the Base Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment, the U.S. Placement Memorandum and any marketing materials or standard term sheets approved in writing by BMO and the Company in accordance with Section 5, or (ii) as otherwise permitted or required by applicable laws.

(d) No Underwriter will be liable under this Section with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

Delivery of Documents

(a) On or prior to the time of filing of the 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+):

(i) a copy of each of the Base Shelf Prospectus and the Prospectus Supplement in the English language signed and certified by the Company (in the case of the Base Shelf Prospectus) and, if required, by the Selling Shareholder, as required by Canadian Securities Laws in the Qualifying Jurisdictions;

(ii) a copy of the Base Shelf Prospectus and the Prospectus Supplement in the French language signed and certified by the Company (in the case of the Base Shelf Prospectus) and, if required, by the Selling Shareholder, as required by Canadian Securities Laws applicable in the Province of Québec;

(iii) a copy of the U.S. Placement Memorandum;

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

(v) an opinion of Davies Ward Phillips & Vineberg LLP, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Company and the Selling Shareholder, to the effect that the French language version of the Supplemented Shelf Prospectus, except for the Financial Information, 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;

(vi) an opinion of Deloitte LLP dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Company and the Selling Shareholder, to the effect that the Financial Information, as applicable, is, in all material respects, a complete and proper translation of the English language version thereof; and

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(vii) a “long-form” comfort letter of Deloitte LLP, dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Prospectus Supplement), addressed to the Underwriters, 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 Supplemented Shelf Prospectus, which letter shall be in addition to the independent auditors’ report incorporated by reference in the Supplemented Shelf Prospectus.

(b) In the event that the Company is required by Canadian Securities Laws to prepare and file a Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters and the Selling Shareholder signed and certified copies of such Prospectus Amendment in the English and French languages. Any Prospectus Amendments shall be in form and substance satisfactory to the Underwriters and the Selling Shareholder, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Section 6(a).

Representations as to Prospectus and Prospectus Amendments

(a) Filing of the Prospectus Supplement and any Prospectus Amendment shall constitute a representation and warranty by the Company to the Underwriters that, as at their respective dates and as at their respective dates of filing:

(i) the information and statements (excluding the Underwriters’ Information and the Selling Shareholder’s Information) contained in the Supplemented Shelf Prospectus (in the case of the filing of the Prospectus Supplement) and any Prospectus Amendment (in the case of the filing of a Prospectus Amendment) are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Offered Shares as required by Canadian Securities Laws;

(ii) no material fact has been omitted from such information and statements (excluding the Underwriters’ Information and the Selling Shareholder’s Information) that is required to be stated in such information and statements or that is necessary to make a statement contained in such information and statements not misleading in the light of the circumstances under which it was made;

(iii) the information and statements (excluding the Underwriters’ Information and the Selling Shareholder’s Information) contained in the U.S. Placement Memorandum do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. securities laws;

(iv) the statistical, industry and market-related data included in the Base Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment and the U.S. Placement Memorandum are based on or derived from sources that are believed by the Company to be reliable and accurate in all material

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respects and the Company has obtained the consent to the use of such data or information from such sources to the extent required; and

(v) except with respect to any Underwriters' Information, such documents comply in all material respects with the requirements of Canadian Securities Laws.

Such filings shall also constitute the Company's consent to the Underwriters' use of the marketing materials, the Supplemented Shelf Prospectus and any Prospectus Amendment in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and the use of the U.S. Placement Memorandum for offers and sales of the Offered Shares in the United States to persons reasonably believed to be Qualified Institutional Buyers pursuant to Rule 144A.

(b) Filing of the Prospectus Supplement and any Prospectus Amendment shall constitute a representation and warranty to the Underwriters by the Selling Shareholder, with respect to the Selling Shareholder's Information, that, as at their respective dates and as at their respective dates of filing:

(i) the Selling Shareholder's Information contained in the Supplemented Shelf Prospectus (in the case of the filing of the Prospectus Supplement) and any Prospectus Amendment (in the case of the filing of a Prospectus Amendment) is true and correct and contains no misrepresentation;

(ii) no material fact has been omitted from the Selling Shareholder's Information that is required to be stated in such information or that is necessary to make a statement contained in such information not misleading in the light of the circumstances under which it was made; and

(iii) the Selling Shareholder's Information contained in the U.S. Placement Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. securities laws.

Such filings shall also constitute the Selling Shareholder's consent to the Underwriters' use of the Selling Shareholder's Information contained in the Supplemented Shelf Prospectus and any Prospectus Amendment in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with this Agreement and Canadian Securities Laws and the use of the U.S. Placement Memorandum for offers and sales of the Offered Shares in the United States to persons reasonably believed to be Qualified Institutional Buyers pursuant to Rule 144A.

Additional Representations and Warranties of the Company

The Company represents and warrants to the Underwriters, in addition to its representations and warranties in Schedule A hereto, and acknowledges that the Underwriters are relying upon such representations and warranties (for greater certainty, including those in Schedule A hereto) in purchasing the Firm Shares and the Optional Shares, if any, that:

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(a) except as disclosed in the Prospectus, since January 31, 2026: (i) there has been no Material Adverse Change, (ii) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries taken as a whole, other than those in the ordinary course of business, (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares, (iv) there has not been any change in the share capital, long-term debt, financial condition or operations of the Company or any of its subsidiaries other than changes in the ordinary course of business, (v) the business of the Company and its subsidiaries has been carried on in the ordinary course, (vi) none of the property or assets of the Company or its subsidiaries shown or reflected in the Financial Statements has been transferred, assigned, sold, distributed, distributed by way of dividend or otherwise disposed of other than in the ordinary course of business and (vii) none of the Company or any of its subsidiaries has cancelled any material debts or entitlements other than in the ordinary course of business;

(b) the Company is a corporation incorporated and existing under the Canada Business Corporations Act and in good standing, and is properly registered or licensed to conduct its business as described in each of the Prospectus and any Prospectus Amendment, and to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;

(c) each of the subsidiaries of the Company is a corporation existing and, where such concept exists, in good standing, under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;

(d) the Company has the requisite corporate power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and to execute (if applicable) and file with the Canadian Securities Regulators the Base Shelf Prospectus, the Prospectus Supplement and the Prospectus Amendments, if any, and each of the Company and its subsidiaries has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on and as proposed to be carried on;

(e) the authorized share capital of the Company consists of an unlimited number of Subordinate Voting Shares, an unlimited number of Multiple Voting Shares and an unlimited number of preferred shares, of which 21,114,143 Subordinate Voting Shares, 88,615,622 Multiple Voting Shares and no preferred shares are issued and outstanding as of the date of this Agreement. 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 shares of the Company or its subsidiaries, except as disclosed in the Prospectus;

(f) none of the Shares has been or will be issued in violation of the pre-emptive or similar rights of any securityholder of the Company or of any other person;

(g) all of the issued and outstanding shares or other equity interests in the subsidiaries of the Company are 100% owned, directly or indirectly, by the Company (free and

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clear of all Liens other than liens granted in connection with the Credit Facilities); in addition, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Company have been duly and validly authorized and issued by such subsidiaries and are fully paid and non-assessable shares or other equity interests of such subsidiaries; and, except as set forth in the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares are or will be outstanding;

(h) other than the shares or other equity interests in the subsidiaries of the Company, the Company does not have any equity interest, directly or indirectly, in any person; and no subsidiary of the Company other than those listed in the Prospectus is required to be disclosed in the Prospectus;

(i) the Company is a "reporting issuer", or its equivalent, in each of the provinces and territories of Canada, and it is not on the list of defaulting reporting issuers (or noted as being in default on the list of reporting issuers) maintained by each of the Canadian Securities Regulators in each of the Qualifying Jurisdictions in Canada. Without limiting the foregoing, the Company has at all relevant times complied with its obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Company which has occurred and with respect to which the requisite material change report has not been filed with a Canadian Securities Regulator, except material change reports with respect to the offering of the Offered Shares;

(j) the Company is in material compliance with the timely and continuous disclosure obligations under Canadian Securities Laws and the rules and policies of the TSX and, without limiting the generality of the foregoing, there has not occurred any adverse material change in the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations (whether absolute, accrued, conditional or otherwise), business, affairs, capital, ownership, control, management, operations, results of operations or prospects of the Company (on a consolidated basis) since January 31, 2026, which has not been publicly disclosed on a non-confidential basis and all the statements set forth in the Company's Information Record are true, correct, and complete, in all material respects, and do not contain any misrepresentation as of the date of such statements and the Company has not filed any confidential material change reports since the date of such statements;

(k) the Financial Statements incorporated by reference in the Prospectus have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved, comply as to form in all material respects with the applicable accounting requirements of Canadian Securities Laws and present fairly in all material respects the consolidated financial position of the Company as at the dates specified in such Financial Statements and the consolidated net earnings, comprehensive income, cash flows and changes in equity of the Company for the periods specified in such Financial Statements;

(l) The Financial Statements:

(i) are in accordance with the books and records of the Company;

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(ii) contain and reflect all necessary material adjustments for a fair presentation of the results of operations and the financial condition of the business of the Company for the periods covered thereby; and

(iii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company;

(m) there are no business relationships, related-party transactions or off-balance sheet transactions involving the Company or any of its subsidiaries or any other person required under IFRS or applicable Canadian Securities Laws to be described in the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Placement Memorandum or any Prospectus Amendment (including the Financial Statements contained therein) which have not been described therein as required under IFRS or applicable Canadian Securities Laws and there are no contracts or other documents that are required to be described in the Prospectus under applicable Canadian Securities Laws except as have been included in the Prospectus. The terms of all such business relationships, related-party transactions and off-balance sheet arrangements are on terms and pricing that would have applied if the parties had been dealing at arm's length;

(n) there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company or its subsidiaries with unconsolidated entities or other persons;

(o) all material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and Employee Plans payments of the Company and its subsidiaries have been recorded in conformity, in all material respects, with IFRS, and are reflected in all material respects on the books and records of the Company and its subsidiaries, as applicable;

(p) except as disclosed in the Prospectus or as would not be material to the Company and its subsidiaries on a consolidated basis, there are no bonuses, distributions, excess salary payments, or the triggering or vesting of stock phantom equity arrangements or similar rights upon the completion of or following the offering of the Offered Shares, which will be payable outside the ordinary course of business by the Company to any employee of the Company or a subsidiary after the Closing Date relating to their employment with the Company or the subsidiary prior to the Closing Date which would have been required by applicable Canadian Securities Laws to be disclosed in the Prospectus;

(q) except as would not have a Material Adverse Effect, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Prospectus, or (ii) as incurred in the ordinary course of business by the Company or its subsidiaries;

(r) the Company has not completed any "significant acquisition" (as such term is defined in NI 51-102) since January 31, 2026 and no proposed acquisition by the Company or any of its subsidiaries has progressed to a state where a reasonable person would believe that the likelihood of completing the acquisition is high and that would require the prescribed disclosure in the Prospectus pursuant to Canadian Securities Laws;

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(s) the Company has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” (each as defined in NI 52-109) as required by NI 52-109 and Canadian Securities Laws, and except as disclosed in the Prospectus, the Company is not aware, and has not been advised by its auditors, of any “material weakness” (as defined in NI 52-109) therein;

(t) since the date of the most recent Financial Statements, there has been no adverse change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(u) to the knowledge of the Company, none of the Company’s directors or officers is now, or has ever been, 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;

(v) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, any of the Company, its subsidiaries or predecessor companies, is or will continue after the Closing to be engaged in any material transaction or arrangement with or is or will continue after the Closing to be a party to a material contract with, or have any material indebtedness, liability or obligation to, the Company or any of its subsidiaries, except: (A) as disclosed in the Prospectus, (B) for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Company or any of its subsidiaries or (C) leases of head office, retail and other premises in the ordinary course;

(w) except as would not have a Material Adverse Effect, neither the Company nor any of its subsidiaries is in breach or violation of: (A) any term or provision of its constating documents or by-laws, (B) any resolution of its board of directors or shareholders, or (C) any contract, mortgage, deed of trust, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, any judgment, decree, order, statute, rule, licence, law or regulation applicable to it or by which it is bound;

(x) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder and the sale of the Offered Shares contemplated hereby: (i) will not result in any breach or violation 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 under: (A) any term or provision of the constating documents or by-laws of the Company or any of its subsidiaries, (B) any resolution of the board of directors or shareholders of the Company or any of its subsidiaries, (C) except as would not have a Material Adverse Effect, any Company Contract by which the Company or any of its subsidiaries is bound, or (D) except as would not have a Material Adverse Effect, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiaries or their business, operations or assets, of any court, Governmental Authority, arbitrator or other authority having jurisdiction over the Company or subsidiary and (ii) except as would not have a Material Adverse Effect, will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by the Company or any of its subsidiaries or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Company or any of its subsidiaries or any of their properties or assets;

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(y) the Prospectus describes, to the extent required by applicable Canadian Securities Laws, all material contracts (as defined in Canadian Securities Laws) of the Company;

(z) except as disclosed in the Prospectus, including the Financial Statements contained therein, neither the Company nor any of its subsidiaries has outstanding any debentures, notes, mortgages or other indebtedness that is material to the Company and the subsidiaries, taken as a whole;

(aa) except as would not have a Material Adverse Effect, (i) all contracts, mortgages, notes, indentures, joint venture or partnership arrangements, agreements (written or oral), instruments, leases (including for real property) or licences to which the Company or any subsidiary is a party or bound or to which any of the business, operations, property or assets of the Company or any of its subsidiaries are subject (collectively “Company Contracts”) are valid and binding obligations of the Company or such subsidiary, as applicable, (ii) no event of default or event which after the giving of notice or the lapse of time or both would constitute an event of default, has occurred and is outstanding under any Company Contracts, (iii) the Company has no knowledge of any default by the other parties to each Company Contract and (iv) none of the Company or any of its subsidiaries has waived any rights under any Company Contract;

(bb) there is no requirement to obtain a consent, approval or waiver of a party under any Company Contract to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers that will be obtained prior to Closing or that would not, individually or in the aggregate, have a Material Adverse Effect;

(cc) no approval, authorization, consent, permit, qualification, license, decree or other order of, and no filing, registration or recording with, any Governmental Authority having jurisdiction over the Company or its subsidiaries or other person is required of the Company in connection with: (i) the execution and delivery by the Company of this Agreement, (ii) the performance by the Company of its obligations under this Agreement, or (iii) the sale and distribution of the Offered Shares in the manner contemplated by the Prospectus, except, in each case, as have been or will be obtained or made prior to Closing;

(dd) except as disclosed in the Prospectus, to the knowledge of the Company, there is no pending or contemplated introduction of or change to any law, regulation or position of a Governmental Authority that would have a Material Adverse Effect;

(ee) this Agreement and the performance of the Company's obligations hereunder, the execution and filing with the Canadian Securities Regulators of the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendments and the sale of the Offered Shares have been duly authorized by all necessary corporate action, and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (assuming the due authorization, execution and delivery thereof by the other parties hereto), except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject

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to the fact that rights of indemnity and contribution may be limited by applicable law;

(ff) the form of the certificates for the Shares has been approved by the board of directors of the Company and adopted by the Company and complies with all applicable legal and stock exchange requirements and does not conflict with the Company's by-laws or constating documents;

(gg) except as disclosed in the Prospectus, 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 subsidiaries disclosed in the Prospectus 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 subsidiary, the nomination of directors to the board of the Company or any such subsidiary or the operations or affairs of the Company or any such subsidiary;

(hh) except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the U.S. Securities Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the offering of the Offered Shares;

(ii) the rights, privileges, restrictions, conditions and other terms of the Shares and the preferred shares of the Company conform, in all material respects, with the descriptions thereof in the Prospectus;

(jj) all outstanding Shares have been duly and validly authorized and are validly issued and fully paid and non-assessable shares of the Company and were not issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company;

(kk) the issued and outstanding Subordinate Voting Shares, including the Offered Shares, are listed on the TSX;

(ll) to the knowledge of the Company, no securities commission, stock exchange or other Governmental Authority (A) has issued any order requiring trading in any of the Company's securities to cease, preventing or suspending the use of the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Placement Memorandum or any Prospectus Amendment or preventing the distribution of the Offered Shares in any Qualifying Jurisdiction or in the United States, (B) nor has instituted proceedings for any of such purposes. To the knowledge of the Company, no such proceedings are pending or contemplated;

(mm) Computershare Investor Services Inc., at its principal office in the City of Montreal, has been duly appointed as registrar and transfer agent for the Shares;

(nn) except as disclosed in the Prospectus, or where, if determined adversely to the Company or any of its subsidiaries, such matters would not individually or collectively have a Material Adverse Effect or adversely affect the process or validity of the sale of the Offered Shares under this Agreement:

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(i) there is no litigation or governmental or other proceeding or investigation at law or in equity by or before any Governmental Authority, domestic or foreign, in progress, pending or, to the Company's knowledge, threatened against, or involving the assets, properties or business of, the Company or any of its subsidiaries;

(ii) nor are there any matters under discussion outside of the ordinary course of business with any Governmental Authority relating to taxes, governmental charges, orders, assessments or reassessments asserted by any such authority and, to the knowledge of the Company, there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, taxes, governmental charges, orders, assessments or reassessments;

(oo) Deloitte LLP is independent with respect to the Company within the meaning of the rules of professional conduct applicable to auditors in each of the provinces and territories of Canada, and the Canada Business Corporations Act, and there has not been any "reportable event" (within the meaning of Regulation 51-102 Continuous Disclosure Obligations) with Deloitte LLP with respect to audits of the Company or any other prior auditor of the Company or any of its subsidiaries;

(pp) except where non-compliance would not have a Material Adverse Effect: (A) the Company and each of the subsidiaries has filed all tax returns required to be filed by it on or prior to the date thereof, (B) has paid all taxes, assessments, reassessments and governmental charges (whether imposed directly or through withholding), including any interest, additions to tax, penalties and other fines related thereto, due or claimed to be due (other than any such taxes being contested in good faith), (C) has properly withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any governmental charges, and (D) neither the Company nor any of its subsidiaries is a party to any agreement, waiver or other arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, or payment of any tax or any assessment or reassessment thereof, governmental charge or deficiency by the Company or any of its subsidiaries;

(qq) there is no tax deficiency which has been asserted against the Company or any of its subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with IFRS in the Financial Statements for all periods up to ●, 2026;

(rr) no stamp duty, registration or documentary taxes, duties or similar charges are payable under the federal laws of Canada in connection with (A) the execution and delivery and performance of this Agreement or (B) the offer and sale of the Offered Shares by the Underwriters in the manner contemplated herein, in particular, in Section 4 thereof;

(ss) except as would not have a Material Adverse Effect, (A) there are no actions, suits, proceedings, assessments, reassessments, claims or investigations in progress, pending or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries in respect of taxes, governmental charges, assessments or reassessments, and (B) there are no Liens for taxes upon the assets of the Company or any of its subsidiaries;

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(tt) except where non-compliance does not have and would not reasonably be expected to have a Material Adverse Effect, each of the Company and its subsidiaries has conducted and is conducting its business or activities in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on such business or activities and neither the Company nor any of its subsidiaries has received any written notice of any alleged violation of any such laws, rules or regulations;

(uu) the Company and its subsidiaries collectively possess such permits, licences, approvals, consents and other authorizations (collectively, “Governmental Licences”) issued by Governmental Authorities necessary to conduct the business and activities now conducted by them, except where the failure to so possess would not, individually or in the aggregate, have a Material Adverse Effect, and all such Governmental Licences are valid and existing and in good standing in all material respects. Each of the Company and its subsidiaries is in compliance with the terms and conditions of all such Governmental Licences, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect;

(vv) except as described in the Prospectus or for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation of any Environmental Laws, (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries, and (iv) to the knowledge of the Company, there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings. To the knowledge of the Company, there are no material costs or liabilities associated with the Company's compliance with Environmental Laws;

(ww) 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;

(xx) except as would not have a Material Adverse Effect: (i) each of the Company and its subsidiaries is in compliance with the provisions of all applicable federal, provincial, state, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened, (iii) no individual labour 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 (iv) to the knowledge of the Company, no such collective labour dispute, grievance, arbitration or legal proceeding has occurred during the past year; and (v) except as disclosed in the Prospectus, (A) 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

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with respect to the employees of the Company or any of its subsidiaries, and (B) 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;

(yy) to the knowledge of the Company, (a) none of the executive officers of the Company described in the Prospectus or any executive employee of any of its subsidiaries has any plans to terminate his or her employment, (b) none of the executive officers of the Company described in the Prospectus or any other employee of any of its subsidiaries is subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such executive officer or employee to carry out fully all activities of such employee in furtherance of the Company's or such subsidiary's business, and (c) none of the executive officers of the Company described in the Prospectus or any other employee or former employee of any of its subsidiaries has any claim with respect to any Intellectual Property rights of the Company or any of its subsidiaries;

(zz) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, no existing 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 does not intend to continue dealing with the Company or such subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course of business, or that it will be unable to meet the Company's or such subsidiary's supply, distribution, service, manufacturing or contracting requirements;

(aaa) none of the Company or any of its subsidiaries owns any real property;

(bbb) 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;

(ccc) the Company and its subsidiaries maintain such policies of insurance with commercial providers of insurance as are appropriate for their operations, activities, properties and assets, in such amounts and against such risks as are customarily carried and insured against by entities engaged in the same or similar businesses. Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) all such policies of insurance will at Closing continue to be in full force and effect in accordance with their terms, (ii) neither the Company nor any of its subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy, and (iii) there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no knowledge that it will not be able to renew the Company's or its subsidiaries' existing insurance coverage as and when such coverage expires or

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to obtain similar coverage from similar insurers as may be necessary to continue their business. Except as would not be material to the Company, neither the Company nor its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied;

(ddd) each of the Company and its subsidiaries has good and marketable title to all of its assets and property except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect and, except for the sale of inventory in the ordinary course of business and as disclosed in the Prospectus, no person has any contract or any right or privilege capable of becoming a right to purchase any material asset or property from the Company or any of its subsidiaries;

(eee) 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), trademarks (both registered and unregistered), trade names, patents, patent applications, inventions, copyrights and any other intellectual property (collectively, "Intellectual Property") described in the Prospectus 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) the Company has not granted any rights to third parties to any such Intellectual Property; (iii) 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; (iv) 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; (v) 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;

(fff) to the knowledge of the Company, the Company owns or possesses sufficient rights to use the images contained in the Prospectus without material infringement on the rights of any third party;

(ggg) except as disclosed in the Prospectus, 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, 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

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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;

(hhh) the minute books and corporate records of the Company made available to Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, in connection with the Underwriters' due diligence investigations are the original minute books and corporate records or true and complete copies thereof and contain copies of all proceedings of the shareholders, the board of directors and all committees of the board of directors of the Company that have been minuted or resolved to the date of review of such corporate records and minute books, and there have been no other meetings, resolutions or proceedings of the shareholders, the board of directors or any committee thereof from such date to the date of review of such corporate records and minute books not reflected in such minute books and other corporate records;

(iii) the operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the anti-money laundering laws 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 to which they are subject (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(jjj) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a sanction for violation by such persons of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010 or the Corruption of Foreign Public Officials Act (Canada), each as may be amended, any similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Company has instituted and maintains policies and procedures designed to ensure compliance therewith. No part of the proceeds of the offering of the Offered Shares will be used, directly or indirectly, in violation of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010 or the Corruption of Foreign Public Officials Act (Canada), each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder;

(kkk) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled by or is acting on behalf of, an individual or

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entity that is currently the subject of any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce, and including, without limitation, the designation as a "specially designated national" or "blocked person"), Canada (including sanctions administered or enforced by Global Affairs Canada and the Royal Canadian Mounted Police or other relevant sanctions authority), the European Union, His Majesty's Treasury, the United Nations Security Council, the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), or other relevant sanctions authority (collectively, "Sanctions" and such persons, "Sanctioned Persons" and each such person, a "Sanctioned Person"), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, including, without limitation, Cuba, Sudan, Syria, Iran, North Korea, Russia, the Zaporizhzhia, Kherson and Crimea regions of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic (collectively, the "Sanctioned Countries" and each, a "Sanctioned Country") or (iii) intends to, directly or indirectly, use the proceeds of the offering of the Offered Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity (I) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (II) in any other manner that would result in a violation of any applicable Sanctions by, or could result in the imposition of applicable Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise), and the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

(III) neither the Company nor any of its subsidiaries is party to or bound by any agreement or undertaking entered into pursuant to the Competition Act (Canada) or the Investment Canada Act (Canada);

(mmm) neither the Company nor any of its subsidiaries has taken, and the Company and its subsidiaries will not take, any action which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company;

(nnn) 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;

(ooo) other than as contemplated hereby, there is no person acting at the request of the Company who is entitled to any commission, finder's fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Offered Shares;

(ppp) except as disclosed in the Prospectus, the Company will not receive any proceeds from the sale of the Offered Shares;

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(qqq) the Company has a reasonable basis for disclosing any forward-looking information contained in the Prospectus and is not, as of the date hereof, required to update any such forward-looking information pursuant to Regulation 51-102 Continuous Disclosure Obligations, and such forward-looking information contained in the Prospectus reflects reasonable estimates and good faith judgments of the management of the Company, as the case may be, as to the matters covered thereby;

(rrr) the Company is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus, and is qualified under NI 44-102 to file a short form prospectus that is a base shelf prospectus;

(sss) at the time of the filing of the Base Shelf Prospectus, the Company was eligible to file the Base Shelf Prospectus as a WKSI base shelf prospectus pursuant to the WKSI Rules and satisfied all the requirements of the WKSI Rules for a deemed receipt to be issued for the Base Shelf Prospectus;

(ttt) the Company has complied and will comply with the requirements of Part 6A of NI 44-102 to enable the satisfaction (or reliance on an exemption therefrom, as the case may be) of requirements under Canadian Securities Laws to deliver, send or provide access to the Base Shelf Prospectus, as supplemented by the Prospectus Supplement, and any amendment thereto, through access thereto. ; and

(uuu) neither the Company nor any of its subsidiaries has knowingly violated or been found to be in violation of any Modern Slavery Laws. To the knowledge of the Company, there is no proceeding in progress, pending or threatened against the Company or any of its subsidiaries before any Governmental Authority with respect to any Modern Slavery Laws.

Representations and Warranties of the Selling Shareholder

The Selling Shareholder represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Firm Shares and the Optional Shares, if any, from the Selling Shareholder that:

(a) the Selling Shareholder is a corporation validly existing under the laws of its jurisdiction of formation and has the requisite power, authority and capacity to own, lease and operate its properties and assets;

(b) the Selling Shareholder has the requisite power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder and thereunder;

(c) this Agreement and the performance by the Selling Shareholder of its obligations hereunder and thereunder have been duly authorized by all necessary action, and this Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with their terms (assuming the due authorization, execution and delivery thereof by the other parties hereto), except as enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought

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and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

(d) the Selling Shareholder is and will be until immediately prior to the Closing and the Option Closing Time, as the case may be, the sole legal and beneficial owner of the Firm Shares and the Optional Shares with good and marketable title thereto, free and clear of any and all Liens; and the Selling Shareholder has the sole right to sell, assign, transfer and otherwise dispose of, and vote, such Shares. No person (other than the Underwriters pursuant to the terms of this Agreement) has any agreement or option, or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Selling Shareholder of any of the Firm Shares or the Optional Shares;

(e) the Selling Shareholder has not taken and will not take, directly or indirectly, any action which is designed to, or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Firm Shares;

(f) other than as may be required under Canadian Securities Laws and as has been or will have been obtained on or prior to the Closing Date, no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Selling Shareholder in connection with (i) the execution and delivery by the Selling Shareholder of this Agreement and (ii) the performance by the Selling Shareholder of its obligations under this Agreement;

(g) the execution and delivery by the Selling Shareholder of this Agreement and the performance by the Selling Shareholder of its obligations hereunder: (i) will not result in any breach or violation 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 material default under: (A) any term or provision of its constitutional documents or any resolution of its board of directors or shareholders, or (B) except as would not have a Material Adverse Effect, any applicable laws, or any indenture, note, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder is bound, or to which any of the property or assets of the Selling Shareholder is subject or any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over the Selling Shareholder or the property thereof; and (ii) except as would not have a Material Adverse Effect, will not give rise to any Lien in or with respect to the Firm Shares;

(h) there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Selling Shareholder's knowledge, threatened against or affecting the Selling Shareholder in relation to the Firm Shares or the Optional Shares, as the case may be, and to the Selling Shareholder's knowledge there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation;

(i) the Selling Shareholder will not directly or indirectly use the proceeds of the offering of the Firm Shares or the Optional Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner

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or other person or entity, (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Money Laundering Laws or any provision of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act of 2010 or the Corruption of Foreign Public Officials Act (Canada) each as may be amended, or the rules or regulations thereunder, or any other applicable anti-corruption, anti-bribery or related law, statute or regulation;

(j) the Selling Shareholder has not solicited offers to purchase any Firm Shares from, nor sold any Firm Shares to, any person, except in a manner that is exempt from registration and prospectus requirements under applicable securities laws;

(k) the Selling Shareholder did not determine to dispose of any Firm Shares on the basis of a material fact or material change with respect to the Company actually known to it that has not been publicly disclosed or which is not disclosed in the Prospectus, and the Selling Shareholder is not aware of such a material fact or material change;

(l) other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any commission, finder's fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Offered Shares; and

(m) the Selling Shareholder acknowledges and confirms that the transactions contemplated herein will not result in a breach or violation of the Investor Rights Agreement.

Covenants of the Company

The Company covenants to the Underwriters and the Selling Shareholder that, and acknowledges that each of the Underwriters and the Selling Shareholder is relying on such covenants, that the Company shall:

(a) advise the Underwriters and the Selling Shareholder, promptly after receiving notice thereof, of the time when the Prospectus Supplement or any Prospectus Amendment has been filed and when, if applicable in the case of a Prospectus Amendment, any receipt(s) for a Prospectus Amendment has been obtained and will provide evidence satisfactory to the Underwriters and the Selling Shareholder of each filing of the Prospectus Supplement and any Prospectus Amendment and, if applicable in the case of a Prospectus Amendment, the issuance or deemed issuance of receipts from all of the Canadian Securities Regulators for the Prospectus Amendment; and

(b) advise the Underwriters and the Selling Shareholder, promptly after receiving notice or obtaining knowledge, of: (i) the issuance by the TSX, any Canadian Securities Regulator or U.S. securities regulator of any order suspending or preventing the use of the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Placement Memorandum or any Prospectus Amendment; (ii) the suspension

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of the qualification of the Offered Shares for distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threatening of any proceeding for any of those purposes; or (iv) any requests made by any Canadian Securities Regulator for amending or supplementing the Prospectus, 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.

11. Completion of Distribution

The Underwriters shall, and shall cause each Selling Firm to, after the Closing Time or the Option Closing Time, as applicable:

(a) use commercially reasonable efforts to complete the distribution of the Offered Shares as promptly as possible;

(b) satisfy any request for electronic or paper copies of the Prospectus or any amendment thereto in accordance with the requirements of NI 44-102, without charge; and

(c) give prompt written notice to the Company when, in the reasonable opinion of the Underwriters, they have completed distribution of the Offered Shares, including notice of the total proceeds realized or number of Offered Shares sold in each of the Qualifying Jurisdictions and any other jurisdiction from such distribution.

12. Material Change or Change in Material Fact During Distribution

(a) During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Offered Shares under the Prospectus Supplement and the final U.S. Placement Memorandum and any Prospectus Amendment, the Company and, to the extent it has knowledge of such matters, the Selling Shareholder shall promptly notify the Underwriters in writing of:

(i) any filing made by the Company of information relating to the offering of the Offered Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;

(ii) 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;

(iii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus or the U.S. Placement Memorandum had the fact arisen or been discovered on or prior to the date of such document; and

(iv) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed

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material fact) contained in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment which fact or change is, or may be, of such a nature as to render any statement in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus Supplement or any Prospectus Amendment (or which would result in the U.S. Placement Memorandum containing any untrue statement of a material fact or omission of any material fact that is necessary to make a statement contained in the U.S. Placement Memorandum not misleading in the light of the circumstances under which it was made, within the meaning of U.S. securities laws) or which would result in the Supplemented Shelf Prospectus or any Prospectus Amendment not complying (to the extent that such compliance is required) with Canadian Securities Laws, in each case, at any time up to and including the later of the Closing Date and the date of completion of the distribution of the Offered Shares.

(b) 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 Canadian Securities Laws as a result of a fact or change referred to in Section 12(a), provided that the Company shall not file any Prospectus Amendment or other document without first obtaining from the Underwriters and the Selling Shareholder the approval of the Underwriters and the Selling Shareholder, after consultation with the Underwriters and the Selling Shareholder with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Joint Active Bookrunners and the Selling Shareholder 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 12.

(c) The Company will or, if applicable, will cause any of its subsidiaries to, promptly provide to the Underwriters and the Selling Shareholder, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, drafts of any press releases and other public documents of the Company or its subsidiaries relating to the Company, its subsidiaries, the Offered Shares, the Shares or the offering of the Offered Shares for review by the Underwriters and the Selling Shareholder and their respective counsel prior to issuance, provided that any such review will be completed in a timely manner.

Change in Canadian Securities Laws

If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which requires the filing of a Prospectus Amendment, the Company shall, to the satisfaction of the Underwriters and the Selling Shareholder, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate Canadian Securities Regulator in each of the Qualifying Jurisdictions where such filing is required.

Underwriting Fee

In consideration of the Underwriters' purchase of (i) the Firm Shares pursuant to this Agreement, the Selling Shareholder agrees to pay to the Underwriters a fee of $3.72 per Firm Share (being 4.0% of the Offering Price) purchased by the Underwriters from the Selling

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Shareholder; and (ii) the Optional Shares, if any, pursuant to this Agreement, the Selling Shareholder agrees to pay to the Underwriters a fee of $3.72 per Optional Share (being 4.0% of the Offering Price) purchased by the Underwriters from the Selling Shareholder (collectively, the "Underwriting Fee"). The Underwriting Fee shall be inclusive of a 5% work fee payable to the Joint Active Bookrunners. The Underwriting Fee shall be payable as provided for in Section 15.

All services hereunder that will be rendered in Canada will be the exclusive responsibility of the Underwriters, and all fees and other amounts payable hereunder in respect of services rendered in Canada shall be invoiced separately by, and paid to the Underwriters.

15. Delivery of Offering Price, Underwriting Fee and Shares

The purchase and sale of the Firm Shares and any Optional Shares shall be completed at the Closing Time or Option Closing Time, as the case may be, by virtual exchange of documents or at such place as the Underwriters, the Selling Shareholder and the Company may agree upon.

At the Closing Time, the Selling Shareholder shall duly and validly deliver the Firm Shares, and at the Option Closing Time, if applicable, the Selling Shareholder shall duly and validly deliver the Optional Shares, in each case to be sold by it, in uncertificated form to the Underwriters as an "instant" or electronic deposit through the systems of CDS Clearing and Depository Services Inc., or in the manner directed by the Underwriters in writing, in each case registered in the name of "CDS & Co." or in such other name or names as BMO may direct the Selling Shareholder in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be. Alternatively, if requested by BMO, at the Closing Time, the Selling Shareholder shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Firm Shares to be sold by it, and at the Option Closing Time, the Selling Shareholder shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Optional Shares to be sold by it, in each case registered in the name of "CDS & Co." or in such other name or names as BMO may direct the Selling Shareholder in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be.

In each case, delivery by the Selling Shareholder of the Firm Shares or the Optional Shares to be sold by it, shall be against payment by the Underwriters to the Selling Shareholder of the Offering Price for such Firm Shares or the Optional Shares, as the case may be, net of the applicable Underwriting Fee, by wire transfer of immediately available funds together with a receipt signed by BMO for such Firm Shares or Optional Shares, as the case may be, with the Selling Shareholder delivering a receipt for the Underwriting Fee.

16. Delivery of Offered Shares

The Company and the Selling Shareholder shall, prior to the Closing Date and the Option Closing Date, as the case may be, make all necessary arrangements for the preparation and delivery of the Firm Shares or the Optional Shares to be sold by it, on the Closing Date or the Option Closing Date, as the case may be.

The Company shall pay all fees and expenses payable to Computershare Investor Services Inc. in connection with the preparation and delivery of the Firm Shares or Optional Shares contemplated by this Section 16 and the fees and expenses payable to Computershare Investor Services Inc. as may be required in the course of the distribution of the Firm Shares and the Optional Shares.

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17. Conditions to Underwriters' Obligation to Purchase

The Underwriters' obligation to purchase the Firm Shares at the Closing Time shall be subject to the representations and warranties of the Company and the Selling Shareholder contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date, in each case, in the manner specified in Section 17(c)(ii)(E), to the Company and the Selling Shareholder having performed in all material respects all of their obligations under this Agreement and to the following additional conditions:

(a) Delivery of Opinions

(i) 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 Davies Ward Phillips & Vineberg LLP, counsel to the Company, as to the laws of Canada and the 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 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:

(A) 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 Prospectus and to execute, deliver and perform its obligations under this Agreement;

(B) as to the existence of each of the Company's Canadian 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 subsidiaries to own and lease assets and to carry on business, in each case, as described in the Prospectus;

(D) as to the authorized and issued capital of each of the Company's Canadian subsidiaries and as to the registered ownership of the issued capital of such subsidiaries;

(E) that all necessary corporate action has been taken by the Company to authorize the execution of each of the Base Shelf Prospectus, and, if applicable, any Prospectus Amendment, and the filing of such documents and the Prospectus Supplement under Canadian Securities Laws in each of the Qualifying Jurisdictions;

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

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(G) that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability opinions;

(H) 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 Québec 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 delivery of the Offered Shares to the Underwriters pursuant to this Agreement, other than filings under the securities laws of the Province of Québec 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 Offered Shares);

(I) that the execution and delivery 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 Québec or the federal laws of Canada applicable therein;

(J) that the provisions of the Shares and the preferred shares of the Company conform, in all material respects, with the descriptions of the Shares and the preferred shares in the Supplemented Shelf Prospectus;

(K) that the form and terms of the certificates representing the Shares have been duly approved by the Company and comply with the provisions of the articles and by-laws of the Company, the requirements of the Canada Business Corporations Act and the applicable requirements of the TSX;

(L) that statements set out in the Prospectus Supplement under the heading "Certain Canadian Federal Income Tax Considerations" and under the heading "Eligibility for Investment" are an accurate summary, in all material respects, of the matters described therein, subject to the limitations, qualifications, assumptions and exceptions stated or referred to therein;

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

(N) 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 Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers duly registered under the applicable laws of

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such Qualifying Jurisdictions who have complied with the relevant provisions of Canadian Securities Laws;

(O) as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the offering of the Offered Shares and documents to be delivered to purchasers in such province, including without limitation the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment; and

(P) the Company is a “reporting issuer”, or its equivalent, in each of the Qualifying Jurisdictions in Canada, and it is not on the list of defaulting reporting issuers maintained by each of the Canadian Securities Regulators in each of the Qualifying Jurisdictions.

(ii) 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 from Davies Ward Phillips & Vineberg LLP, counsel to the Selling Shareholder, as to the laws of the jurisdiction of the Selling Shareholder’s existence:

(A) as to the existence of the Selling Shareholder under the laws of its jurisdiction of formation and as to the power and capacity of the Selling Shareholder party hereto to execute, deliver and perform its obligations under this Agreement;

(B) that all necessary corporate action has been taken by the Selling Shareholder to authorize the execution and delivery of this Agreement and the performance by the Selling Shareholder of its obligations hereunder;

(C) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Selling Shareholder in connection with the execution and delivery of or with the performance by the Selling Shareholder of its obligations under this Agreement, except as have been obtained or made and are in full force and effect;

(D) that this Agreement has been duly executed and delivered by the Selling Shareholder and constitutes a legal, valid and binding obligation of the Selling Shareholder and is enforceable against the Selling Shareholder in accordance with its terms, subject to customary qualifications for enforceability opinions;

(E) that the choice of the laws of the Province of Québec and the federal laws of Canada is valid and binding upon the Selling Shareholder, subject to customary qualifications; and

(F) that the execution and delivery of this Agreement by the Selling Shareholder and the performance of its 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 its

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constitutional documents, or of any law applicable to the Selling Shareholder.

(iii) The Underwriters shall have received at the Closing Time a legal opinion of Osler, Hoskin & Harcourt LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 17(a)(i); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of the Province of Ontario.

(iv) If any Firm Shares are sold in the U.S., the Underwriters and their U.S. Affiliates shall have received at the Closing Time an opinion of U.S. counsel to the Company, Davies Ward Phillips & Vineberg LLP, in form and substance satisfactory to the Underwriters and their U.S. Affiliates, acting reasonably, to the effect that: (A) it is not necessary in connection with (i) the offer, sale and delivery of the Offered Shares by the Selling Shareholder, as the case may be, or (ii) the initial re-offer and resale of the Offered Shares by the Underwriters, through their U.S. Affiliates in the United States, to register the Offered Shares under the U.S. Securities Act, provided, in each case, that such offers, sales and deliveries are made in accordance with this Agreement (it being understood that no opinion needs to be given by such counsel as to subsequent resale of the Offered Shares) and (B) the Company is not, and as a result of the offer and sale of the Offered Shares will not be, required to register as an "investment company" as defined in the Investment Company Act (as defined in Schedule A) and (C) the statements set out in the U.S. Placement Memorandum under the heading "Taxation", insofar as such statements summarize U.S. federal income tax law or legal conclusions with respect thereto, and subject to the limitations and conditions described therein, are accurate in all material respects. For avoidance of doubt, no opinion will be provided as to the Company's or its subsidiaries status as a "passive foreign investment company" within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, or as to the Company's eligibility for the benefits of the Canada-United States Convention with Respect to Taxes on Income and on Capital.

(v) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters from Davies Ward Phillips & Vineberg LLP, legal counsel to GRG USA Holdings Inc. and GRG USA LLC (the "Foreign Subsidiaries"), as to the laws of the relevant jurisdiction and such counsels may rely upon, as to matters of fact, certificates of the auditors of such Foreign Subsidiary, public officials and officers of such Foreign Subsidiary, as applicable as to the following matters:

(A) as to the existence and good standing (where applicable) status of each Foreign Subsidiary under the laws of its jurisdiction of incorporation;

(B) the authorized and issued share capital and ownership of each Foreign Subsidiary; and

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(C) that each Foreign Subsidiary has all requisite corporate power, capacity and authority under the laws of its respective jurisdiction of incorporation or formation to (i) carry on its businesses as presently carried on; and (ii) to own its property and assets.

(b) Delivery of Comfort Letter

(i) 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 from Deloitte LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 6(a)(vii) with such changes as may be necessary to bring the information in such letter forward to a date not more than three Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

(i) The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and their U.S. Affiliates (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Company acceptable to the Underwriters and their U.S. Affiliates, acting reasonably, and without personal liability, 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 and/or their U.S. Affiliates may reasonably request.

(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters, their U.S. Affiliates 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 Underwriters and their U.S. Affiliates, 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 Supplemented Shelf Prospectus, the U.S. Placement Memorandum and any Prospectus Amendments:

(A) that since the respective dates as of which information is given in the Supplemented Shelf Prospectus, as amended by any Prospectus Amendments, and the final U.S. Placement Memorandum (1) there has been no Material Adverse Change since such dates, 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 Supplemented Shelf Prospectus, the U.S. Placement Memorandum or the Prospectus Amendments, as the case may be;

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(B) that the Prospectus and the U.S. Placement Memorandum (excluding any Underwriters' Information and Selling Shareholder's Information) do not contain a misrepresentation or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading and contain full, true and plain disclosure of all material facts relating to the Company and the Offered Shares;

(C) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subordinate Voting 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 Canadian Securities Laws or by any Governmental Authority;

(D) 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

(E) 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 material respects as of that date only.

(iii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters, their U.S. Affiliates and counsel to the Underwriters and signed by an officer of the Selling Shareholder acceptable to the Underwriters and their U.S. Affiliates, acting reasonably, certifying for and on behalf of the Selling Shareholder and without personal liability, after having made due enquiry and after having carefully examined the Supplemented Shelf Prospectus, the U.S. Placement Memorandum and any Prospectus Amendments:

(A) that the Selling Shareholder's Information is true and correct in all material respects and does not contain a misrepresentation;

(B) that the Selling Shareholder 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

(C) that the representations and warranties of the Selling Shareholder 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 Selling Shareholder qualified by materiality or

39 -

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 material respects as of that date only.

(d) Lock-Up Agreements

The Underwriters shall have received, prior to the Closing Time, an executed lock-up agreement, substantially in the form of Schedule B, from the Selling Shareholder.

(e) Receipt of Additional Documents

The Underwriters shall have received such other customary closing certificates, opinions, receipts, agreements or documents as the Underwriters may reasonably request.

(f) Over-Allotment Closing Documents

The several obligations of the Underwriters to purchase the Optional Shares, if any, hereunder are subject to the delivery to the Joint Active Bookrunners on the Option Closing Date of (i) a customary "bring-down" comfort letter from Deloitte LLP relating to each of the comfort letters delivered pursuant to Section 6(a)(vii), (ii) certificates dated the Option Closing Date substantially similar to the officer's certificates referred to in Section 17(c) and (iii) such other customary closing certificates and documents as the Joint Active Bookrunners may reasonably request with respect to the good standing of the Company and other matters related to the sale and issuance of the Optional Shares.

Rights of Termination

(a) Regulatory Proceedings Out

If, after the date hereof and prior to the Closing Time, any enquiry, action, suit, investigation, order, ruling or other proceeding, whether formal or informal, is instituted or announced by or before any federal, provincial, state or other Governmental Authority in relation to the Company (other than based solely upon the activities or alleged activities of the Underwriters) which, in the reasonable opinion of any of the Underwriters, operates to prevent or suspend, or to materially inhibit, restrict or otherwise seriously adversely affect the distribution of, or trading in, the Offered Shares, then such Underwriter shall be entitled, at its option and in accordance with Section 18(e), to terminate its obligations under this Agreement by notice in writing to that effect given to the Company and the Selling Shareholder any time at or prior to the Closing Time.

(b) Disaster Out

If, after the date hereof and prior to the Closing Time, there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including any

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outbreak or escalation of national or international hostilities or any crisis or calamity) or any governmental action, law or regulation, which, in the reasonable opinion of any of the Underwriters, seriously adversely affects or will seriously adversely affect the financial markets in Canada or the United States or the business, operations or affairs of the Company and its subsidiaries taken as a whole, then such Underwriter shall be entitled, at its option and in accordance with Section 18(e), to terminate its obligations under this Agreement by written notice to that effect given to the Company and the Selling Shareholder at any time at or prior to the Closing Time.

If, after the date hereof and prior to the Closing Time, there shall occur, be discovered by the Underwriters or be announced by the Company any material change or change in a material fact or a new material fact arises or is discovered (other than a change or fact related solely to the Underwriters) which, in the reasonable opinion of any of the Underwriters, would result in the purchasers of a material number of Shares exercising their right under applicable Canadian Securities Laws to withdraw from their purchase of Shares, or would be expected to have a significant adverse effect on the market price or value of the Offered Shares, then such Underwriter shall be entitled, at its option, in accordance with Section 18(e), to terminate its obligations under this Agreement by written notice to that effect given to the Company and the Selling Shareholder any time at or prior to the Closing Time.

(d) Non-Compliance with Conditions

Each of the Company and the Selling Shareholder agrees that all terms and conditions in Section 17 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with, and that any breach or failure by the Company or the Selling Shareholder to comply with any such conditions in all material respects shall entitle any of the Underwriters to terminate its obligations to purchase the Offered Shares by notice to that effect given to the Company and the Selling Shareholder at any time at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon an Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

(e) Exercise of Termination Rights

The rights of termination contained in Sections 18(a), (b), (c) and (d) may be exercised by any of the Underwriters with respect to the obligation of such Underwriter and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company or the Selling Shareholder 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 on the part of the terminating Underwriter(s) to the Company or the Selling Shareholder or on the part of the Company or the Selling Shareholder to the terminating Underwriter(s) except in

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respect of any liability which may have arisen prior to or arise after such termination under Sections 19, 20 and 22. A notice of termination given by an Underwriter under Section 18(a), (b), (c) or (d) shall not be binding upon any other Underwriter who has not also executed such notice.

Indemnity

(a) Rights of Indemnity from the Company

The Company agrees to indemnify and save harmless each of the several Underwriters, the Selling Shareholder and each of their respective affiliates and persons controlling (or deemed to be controlling) any of the Underwriters or the Selling Shareholder, as the case may be, and each of their respective directors, officers, partners, employees and agents, to the full extent lawful, from and against all liabilities, claims, actions, losses, costs, damages and expenses of any nature (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the above), but excluding any loss of profits of the Indemnified Parties (any such matter being referred to as a "Claim"), in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any information or statement (excluding any Underwriters' Information and Selling Shareholder's Information) contained in the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or in any certificate of the Company delivered pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;

(ii) any omission or alleged omission to state in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum, any Prospectus Amendment or any certificate of the Company delivered pursuant to this Agreement, any material fact (excluding any Underwriters' Information and Selling Shareholder's Information), required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;

(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (excluding any Underwriters' Information and Selling Shareholder's Information) contained in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum or any Prospectus Amendments, preventing or restricting the trading in or the sale or distribution of the Offered Shares in any of the Qualifying Jurisdictions or in the United States;

(iv) the non-compliance or alleged non-compliance by the Company with any Canadian Securities Laws, any U.S. federal or state securities laws (including the U.S. Securities Act) or the securities laws of any other

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jurisdictions in which Shares were offered in compliance with this Agreement; or

(v) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement (including those in Schedule A hereto).

(b) Rights of Indemnity from the Selling Shareholder

The Selling Shareholder agrees to indemnify and save harmless each of the Underwriters and each of their affiliates and persons controlling (or deemed to be controlling) any of the Underwriters, and each of their respective directors, officers, partners, employees and agents, to the full extent lawful, from and against all Claims, in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any information or statement (excluding any Underwriters' Information) in any Selling Shareholder's Information related to the Selling Shareholder contained in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or in any certificate of the Selling Shareholder delivered pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;

(ii) any omission or alleged omission to state in any Selling Shareholder's Information related to the Selling Shareholder contained in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum, any Prospectus Amendment or any certificate of the Selling Shareholder delivered pursuant to this Agreement, any material fact (excluding Underwriters' Information) required to be stated in such document or necessary to make the Selling Shareholder's Information in such document not misleading in light of the circumstances under which it was made;

(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation (excluding Underwriters' Information) in the Selling Shareholder's Information related to the Selling Shareholder contained in the Supplemented Shelf Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment, preventing or restricting the trading in or the sale or distribution of the Offered Shares in any of the Qualifying Jurisdictions;

(iv) the non-compliance or alleged non-compliance by the Selling Shareholder with any Canadian Securities Laws, the U.S. federal or state securities laws (including the U.S. Securities Act) or the securities laws of any other jurisdictions in which Offered Shares were offered in connection with the transactions contemplated by this Agreement; or

(v) any breach by the Selling Shareholder of its representations, warranties, covenants or obligations to be complied with under this Agreement.

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Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount payable by the Selling Shareholder under the indemnity provision contained in this Section 19(b) and the contribution provision contained in Section 20 shall be the extent of the gross proceeds, less the Underwriting Fee, payable to the Selling Shareholder as a result of the sale by the Selling Shareholder of Firm Shares to the Underwriters pursuant to this Agreement.

If any Claim is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided hereunder, such person or company (the "Indemnified Party") will notify, in writing, the Company, in the event of an asserted Claim in respect of which indemnification may be sought under Section 19(a), or the Company and the Selling Shareholder, in the event of an asserted Claim in respect of which indemnification may be sought under Section 19(b) as soon as possible of the particulars of such Claim (but the omission so to notify the Company or the Selling Shareholder of any Claim shall not affect the Company's or the Selling Shareholder' liability except to the extent that the Company or the Selling Shareholder, as applicable, are materially prejudiced by that failure, and then only to such extent). The Company shall assume the defence of any suit brought to enforce such Claim in respect of which indemnification is sought under Section 19(a), and either the Company or the Selling Shareholder (or both) shall assume the defence of any suit brought to enforce such Claim in respect of which indemnification is sought under Section 19(b), provided, however, that:

(i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and

(ii) no settlement of any such Claim or admission of liability may be made by the Company or the Selling Shareholder, as applicable, 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.

(d) Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Section 19 in trust for and on behalf of such Indemnified Party.

(e) Retaining Counsel

In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless:

(i) (A) in the case of a Claim in respect of which indemnification is sought under Section 19(a), the Company and the Indemnified Party shall have mutually agreed to the retention of the other counsel, and (B) in the case

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of a Claim in respect of which indemnification is sought under Section 19(b), either the Company or the Selling Shareholder and the Indemnified Party shall have mutually agreed to the retention of the other counsel;

(ii) (A) in the case of a Claim in respect of which indemnification is sought under Section 19(a), the named parties to any such Claim (including any added third or impleaded party) include both the Company 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, and (B) in the case of a Claim in respect of which indemnification is sought under Section 19(b), the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Selling Shareholder and the Indemnified Party shall have been advised in writing by legal counsel that the representation of both parties by the same counsel (which, for greater certainty, includes counsel to the Company where it has assumed the defence of the suit brought to enforce such Claim in respect of which indemnification is sought under Section 19(b)) would be inappropriate due to the actual or potential differing interests between them; or

(iii) (A) in the case of a Claim in respect of which indemnification is sought under Section 19(a), the Company has not retained counsel within 15 Business Days following receipt by the Company of notice of any such Claim from the Indemnified Party, and (B) in the case of a Claim in respect of which indemnification is sought under Section 19(b), neither the Company nor the Selling Shareholder have retained counsel within 15 Business Days following receipt by the Company and the Selling Shareholder of notice of any such Claim from the Indemnified Party;

provided that no settlement of such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Company or the Selling Shareholder, as applicable, each acting reasonably. Notwithstanding any other provision of this Agreement, the Company or the Selling Shareholder, as applicable, 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.

(f) Limitation

If and to the extent that a court of competent jurisdiction in a final judgement from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made determines that a Claim resulted from the gross negligence, fraud or wilful misconduct of an Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Applicable Indemnifier any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 21 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, the Company, Selling Shareholder and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectus, any

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Prospectus Amendment or the U.S. Placement Memorandum contained no misrepresentation shall constitute “gross negligence” or “wilful misconduct” for the purposes of this Section 21 or otherwise disentitle an Indemnified Party from indemnification hereunder.

20. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 19 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Selling Shareholder or the Underwriters, as applicable, or enforceable otherwise than in accordance with its terms, the Company, the Selling Shareholder and the Underwriters shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits) of a nature contemplated by Section 19 in such proportions as are appropriate to reflect the relative benefits received by the Company, the Selling Shareholder and the Underwriters from the offering of Shares as contemplated by this Agreement, as well as the relative fault of the Company, the Selling Shareholder and the Underwriters with respect to such Claim. The relative fault shall be determined by reference to, among other things, whether the matters or things referred to in Section 19(a) or 19(b), as applicable, which resulted in the Claim relate to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Company, the Selling Shareholder or the Underwriters, as applicable, and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or misrepresentation or other matter or thing referred to in Section 19(a) or 19(b), as applicable, and any other equitable considerations, whether or not the Company or the Selling Shareholder have been sued together with the Underwriters or sued separately from the Underwriters. In the event of any such contribution:

(i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Underwriting Fee actually received by the Underwriters from the Selling Shareholder under this Agreement;

(ii) each Underwriter shall not in any event be liable to contribute, individually, any amount in excess of such Underwriter’s portion of the aggregate Underwriting Fee actually received from the Selling Shareholder under this Agreement;

(iii) the Selling Shareholder shall not in any event be liable to contribute, in the aggregate, any amount in excess of the gross proceeds, less the Underwriting Fee, payable to the Selling Shareholder as a result of the sale by the Selling Shareholder of Firm Shares and Optional Shares to the Underwriters pursuant to this Agreement; and

(iv) 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 gross negligence, fraud or wilful misconduct shall be entitled to claim contribution from any person who has not been so determined to have engaged in such gross negligence, fraud or wilful misconduct. For greater certainty, the

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Company, the Selling Shareholder and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectus, the U.S. Placement Memorandum or any Prospectus Amendments contained no misrepresentation shall constitute "wilful misconduct" or "gross negligence" for the purposes of this Section 22 or otherwise disentitle the Underwriters from contribution hereunder.

(b) Rights of Indemnity and Contribution in Addition to Other Rights

The rights to indemnity and contribution provided in Sections 19 and 20 shall be in addition to and not in derogation of any other right to indemnity or contribution which the Underwriters or any other Indemnified Party may have by law, statute or otherwise.

In the event that the Company or the Selling Shareholder may be held to be entitled to contribution from the Underwriters under the provisions of any statute or at law, the Company and the Selling Shareholder shall collectively be limited to contribution in an amount not exceeding the lesser of:

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined in Section 20(a); and

(ii) the amount of the Underwriting Fee actually received by the Underwriters from the Selling Shareholder under this Agreement, and an Underwriter shall in no event be liable to contribute, individually, any amount in excess of such Underwriter's portion of the aggregate Underwriting Fee actually received from the Selling Shareholder under this Agreement.

(d) Notice

If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Company and the Selling Shareholder, as applicable, notice of such claim in writing, as soon as reasonably possible, but failure to notify the Company or the Selling Shareholder shall not relieve the Company or the Selling Shareholder of any obligation which it may have to the Underwriters under this Section 20, except to the extent they are materially prejudiced by that failure, and then only to such extent.

(e) Right of Contribution in Favour of Others

With respect to any party entitled to contribution who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of Section 20 in trust for and on behalf of such party.

For purposes of this Section 20, each of the several Underwriters and each of their affiliates and persons controlling (or deemed to be controlling) any of the Underwriters, and each of the respective directors, officers, partners, employees and agents of the foregoing, shall have the same rights to contribution hereunder.

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The Underwriters' respective obligations to contribute pursuant to this Section 20 are several in proportion to the percentages of Shares set forth opposite their respective names in Section 23(a) hereof.

(f) Remedy Not Exclusive

The remedies provided for in this Section 20 are not exclusive and shall not limit (except as provided for herein) any rights or remedies which may otherwise be available to any party at law or in equity.

Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

Expenses

Whether or not the offering of the Offered Shares is completed, the Company will be responsible for all expenses of or incidental to the sale and delivery of the Offered Shares and all expenses of or incidental to all other matters in connection with the offering of the Offered Shares pursuant to the Prospectus incurred by the Company and the Selling Shareholder (other than, in the case of the Selling Shareholder, the Underwriting Fee in respect of the Firm Shares and Optional Shares sold under this Agreement, which shall be borne by the Selling Shareholder) including, but not limited to, any fees and disbursements of technical and industry consultants incurred with the prior consent of the Company, investor relations firms, accountants and auditors, prospectus filing fees, any Canadian Investment Regulatory Organization fees levied against the Underwriters as a result of the offering of the Offered Shares, all costs incurred in connection with preparing, printing, translating into French and providing commercial copies of the Prospectus and issuing and delivering the Offered Shares (including any transfer taxes and any stamp or other duties payable upon the sale and delivery of the Offered Shares to the Underwriters). The Underwriters will be responsible for the fees and disbursements of Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters; provided that if the offering of the Offered Shares is not completed due to any failure of the Company or the Selling Shareholder to comply with the terms and conditions of this Agreement, the Company shall reimburse the Underwriters for any and all expenses reasonably incurred by the Underwriters, including all fees and disbursements of the Underwriters' legal counsel and all out-of-pocket expenses of the Underwriters, in connection with the offering of the Offered Shares.

In all cases, the Company will also be responsible for any and all taxes and withholdings on amounts payable to the Underwriters under this Agreement. For greater certainty, in no event will the Underwriters be responsible for any offering expenses that are incurred by the Company or the Selling Shareholder.

Any costs, fees or other expenses to be paid or reimbursed by the Company to the Underwriters under this Section 22, shall be payable by the Company on the Closing Date, or if provided after the Closing Date, within 30 days of receipt by the Company of an invoice for such costs, fees or other expenses from the Joint Active Bookrunners, on behalf of the Underwriters, along with such supporting documentation as may be required by the Company, acting reasonably.

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23. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

Subject to Section 23(b), the obligation of the Underwriters to purchase the Firm Shares or the Optional Shares, as the case may be, at the Closing Time or the Option Closing Time, as the case may be, shall be several and each of the Underwriters shall be obligated to purchase only that percentage of the Firm Shares or the Optional Shares, as the case may be, set out opposite the name of such Underwriter below.

BMO Nesbitt Burns Inc.	16.0%
Desjardins Securities Inc.	14.0%
National Bank Financial Inc.	14.0%
RBC Dominion Securities Inc.	14.0%
TD Securities Inc.	14.0%
Canaccord Genuity Corp.	6.5%
Stifel Nicolaus Canada Inc.	6.5%
Barclays Capital Canada Inc.	2.5%
CIBC World Markets Inc.	2.5%
Goldman Sachs Canada Inc.	2.5%
Raymond James Ltd.	2.5%
Scotia Capital Inc.	2.5%
UBS Securities Canada Inc.	2.5%

100.00%

(b) Purchases by Non-Defaulting Underwriters

If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters fails or refuses to purchase the Offered Shares (other than as a result of validly exercising termination rights under Section 18) that it has or they have agreed to purchase hereunder on such date and the aggregate number of Shares with respect to which such default occurs is not more than 10% of the aggregate number of the Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, on a pro rata basis according to the percentage set forth opposite their respective names in Section 23(a) or in such other proportion as agreed to by the Underwriters, to purchase such Shares. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters fails or refuses to purchase the Offered Shares (other than as a result of validly exercising termination rights under Section 18) that it has or they have agreed to purchase hereunder on such date and the aggregate number of Shares with respect to which such default occurs is more than 10% of the aggregate number of Shares to be purchased on such date, each such non-defaulting Underwriter shall have the right to either (i) terminate its obligations under this Agreement, or (ii) proceed with the purchase of its percentage of Firm

49 -

Shares or Optional Shares, as the case may be, as provided in Section 23(a) or elect to purchase additional Shares and, in such case, the Selling Shareholder shall (subject to the following sentence) sell such Firm Shares or Optional Shares, as the case may be, to such Underwriter in accordance with the terms of this Agreement. In either case, if the amount of such Shares that the non-defaulting Underwriters are willing to purchase exceeds the amount of such Shares that are available for purchase, such Shares shall be divided pro rata among the non-defaulting Underwriters willing to purchase such Shares in proportion to the percentage of Shares which such non-defaulting Underwriters have agreed to purchase as set out in Section 23(a). In the event of a default by any Underwriter as set forth in this Section 23(b), the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding five Business Days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected.

In the event that one or more, but not all, of the Underwriters exercise their right of termination under Section 18, the remaining Underwriters shall have the right, but shall not be obligated, to purchase all of the Offered Shares that would otherwise have been purchased by the Underwriters that have exercised their right of termination. If the amount of such Shares that the remaining Underwriters are willing to purchase exceeds the amount of such Shares that are available for purchase, such Shares shall be divided pro rata among the remaining Underwriters willing to purchase such Shares in proportion to the percentage of Shares which such remaining Underwriters have agreed to purchase as set out in Section 23(a).

(d) No Obligation to Sell Less than All; Further Liability

Nothing in this Section 23 shall oblige the Selling Shareholder to sell to the Underwriters less than all of the Firm Shares or the Optional Shares, as the case may be. In the event of the termination of the Company's and the Selling Shareholder's obligations under this Agreement as a result of the foregoing sentence, there shall be no further liability on the part of the Company or the Selling Shareholder to the Underwriters except in respect of any liability which may have arisen or may arise under Sections 19, 20 and 22. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Lock-Up

During the period beginning on the Closing Date and ending on the date that is 90 days after the Closing Date, the Company agrees that it shall not, directly or indirectly, without the prior written consent of BMO (following consultation by BMO with the other Joint Active Bookrunners), on behalf of all of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed, issue any Subordinate Voting Shares or securities or other financial instruments convertible into or having the right to acquire Subordinate Voting Shares or enter into any agreement or arrangement under which the Company shall acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Subordinate Voting Shares, whether that agreement or arrangement may be settled by the delivery of Subordinate Voting Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, other than:

50 -

(a) the grant or exercise of stock options and other similar issuances of securities pursuant to the share incentive plans of the Company, employee share purchase plan and other share compensation arrangements;

(b) the conversion of any convertible securities of the Company outstanding on the date hereof;

(c) the issuance of securities of the Company in connection with joint ventures, commercial relationships, debt financings, charitable contributions, reorganizations or other strategic transactions; and

(d) as may be required pursuant to the articles of the Company or for transactions related to the offering of the Offered Shares;

On the Closing Date, the Selling Shareholder shall be required to provide an executed lock-up agreement substantially in the form of Schedule B for a period ending on the date that is 90 days after the Closing Date.

25. Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Company and the Selling Shareholder contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Shares shall survive the purchase of the Offered Shares and shall continue in full force and effect for such maximum period of time as the Underwriters or any purchaser of Securities may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained or incorporated by reference in the Prospectus pursuant to Canadian Securities Laws in any of the Qualifying Jurisdictions, for the benefit of the Underwriters regardless of any investigation by or on behalf of the Underwriters with respect thereto.

26. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable in the Province of Québec. All matters relating hereto shall be submitted to the court of appropriate jurisdiction sitting in the judicial district of Montreal in the Province of Québec, for the purpose of this Agreement and for all related proceedings.

27. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

If to the Company, addressed and sent to:

Groupe Dynamite Inc.
5592 Ferrier Street
Town of Mount Royal, QC H4P 1M2

Attention: Jean-Philippe D. Lachance and Christian Roy
E-mail: [Redacted – Personal information]

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with a copy (which shall not constitute notice) to Davies Ward Phillips & Vineberg LLP, addressed and sent to:

Davies Ward Phillips & Vineberg LLP
1501 McGill College Avenue
27th Floor
Montréal, QC H3A 3N9

Attention: Sebastien Roy and Amelie Doyon
E-mail: [Redacted – Personal information]

If to the Selling Shareholder, addressed and sent to:

4370368 Canada Inc.,
5592 Ferrier Street
Town of Mount Royal, QC H4P 1M2

Attention: Andrew Lutfy and Peter Iliopoulos
E-mail: [Redacted – Personal information]

with a copy (which shall not constitute notice) to Davies Ward Phillips & Vineberg LLP, addressed and sent to:

Davies Ward Phillips & Vineberg LLP
1501 McGill College Avenue
27th Floor
Montréal, QC H3A 3N9

Attention: Sebastien Roy and Amelie Doyon
E-mail: [Redacted – Personal information]

If to BMO Nesbitt Burns Inc., addressed and sent to:

BMO Nesbitt Burns Inc.
129 Rue Saint Jacques, 11th Floor
Montréal, QC H2Y 1L6

Attention: Annie Lapointe
E-mail: [Redacted – Personal information]

If to any of the Underwriters, with a copy (which shall not constitute notice to the Underwriters) to Osler, Hoskin & Harcourt LLP, addressed and sent to:

Osler, Hoskin & Harcourt LLP
1 First Canadian Place
100 King Street West
Suite 6200
Toronto, ON M5X 1B8

Attention: Desmond Lee and James R. Brown
E-mail: [Redacted – Personal information]

52 -

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 27. Each notice shall be personally delivered to the addressee or sent by e-mail to the addressee. A notice which is personally delivered or delivered by e-mail shall, if delivered prior to 5:00 p.m. (Montreal time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

28. Authority of the Joint Active Bookrunners

The Joint Active Bookrunners (or BMO, in the case of Section 5, Section 15 and Section 24) are or is hereby authorized by each of the other Underwriters to act on its behalf and the Company and the Selling Shareholder shall be entitled to and shall act on any notice given in accordance with Section 27 or agreement entered into by or on behalf of the Underwriters by the Joint Active Bookrunners. The Joint Active Bookrunners (or BMO, in the case of Section 5, Section 15 and Section 24), severally, represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of (i) any notice of termination pursuant to Section 18, which notice may be given by any of the Underwriters, (ii) any waiver pursuant to Section 18(d), which waiver may be given by any of the Underwriters exercising such waiver, (iii) initiation or settlement of an indemnity claim pursuant to Section 19, which initiation or settlement shall be made by the Indemnified Party, or (iv) any amendment to this Agreement (which amendment must be signed by all of the Underwriters to be bound thereby). The Joint Active Bookrunners shall consult with the other Underwriters concerning any matter in respect of which they act as representatives of the Underwriters.

29. Underwriters' Activities

Nothing in this Agreement or the nature of the services to be provided by the Underwriters will be deemed to create a fiduciary or agency relationship between any of the Underwriters and the Company, the Selling Shareholder or their respective security holders, creditors, employees or any other person, as applicable. The Company and the Selling Shareholder acknowledge and understand that: (a) the Underwriters may act as traders of, and dealers in, securities both as principal and on behalf of clients and that in the ordinary course of its trading and dealing activities, any of the Underwriters and their affiliates at any time may hold long or short positions in the securities of the Company or any of its respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (b) any of the Underwriters may conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the offering of the Offered Shares; and (c) the Underwriters or their affiliates may extend loans or provide other financial services in the ordinary course of business to any such person (collectively, "Bank Business"). The Company and the Selling Shareholder agree not to seek to restrict or challenge the ability of any of the Underwriters or their affiliates to conduct Bank Business.

The Company and the Selling Shareholder acknowledge that none of the Underwriters is advising the Company, the Selling Shareholder or any other person related to them as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholder should consult with their own advisors concerning such matters and be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters have no liability to the Company or any of the Selling Shareholder with respect thereto.

In performing its responsibilities under this Agreement, each of the Underwriters may use the services of its affiliates provided that it will be responsible for ensuring that such affiliates

53 -

comply with the terms of this Agreement and provided that in the case of any affiliate which is a non-resident for purposes of the Income Tax Act (Canada), such services are not rendered in Canada.

30. No Advisory or Fiduciary Responsibility

The Company and the Selling Shareholder acknowledge and agree that: (i) the purchase and sale of the Offered Shares pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Selling Shareholder, as the case may be, on the one hand, and the several Underwriters, on the other; (ii) in connection therewith each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any of the Selling Shareholder; (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Company or the Selling Shareholder with respect to the purchase and sale of the Offered Shares pursuant to this Agreement or any other obligation to the Company and the Selling Shareholder except the obligations expressly set forth in this Agreement; and (iv) each of the Company and the Selling Shareholder has consulted or had the opportunity to consult with its own legal and other advisors to the extent it deemed appropriate. Each of the Company and the Selling Shareholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any of the Selling Shareholder, as applicable, in connection with the purchase and sale of the Offered Shares pursuant to this Agreement. None of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

31. TMX Group

The Company and the Selling Shareholder hereby acknowledge that certain of the Underwriters or their affiliates, may own or control an equity interest in TMX Group Limited ("TMX Group") and may have a nominee director serving on the TMX Group's board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the TSX Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

32. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or by email in portable document or other similar format and all such counterparts and electronic copies shall together constitute one and the same agreement.

33. Entire Agreement

The terms and conditions of this Agreement supersede any previous verbal or written agreement between the Underwriters (or any of them), the Company and the Selling Shareholder with respect to the subject matter thereof.

34. Language

The parties hereto declare that each of them has required this Agreement to be in the English language and each of them does hereby consent to any documentation, notices or legal

54 -

proceedings provided for herein, issued hereunder, or relating directly or indirectly hereto, being in the English language. Chaque partie déclare par les présentes avoir demandé que la présente convention soit rédigée en anglais et chaque partie consent par les présentes à ce que tout document, procédure légale ou avis prévu ou découlant des présentes ou s'y rapportant directement ou indirectement soit rédigé en anglais seulement.

35. Recognition of the U.S. Special Resolution Regimes.

(a) 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.

(b) 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.

(i) "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).

(ii) "Covered Entity" means any of the following:

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

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

(iii) "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.

(iv) "U.S. Special Resolution Regime" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[The remainder of this page has been left blank intentionally.]

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this Agreement where indicated below and returning the same to the Joint Active Bookrunners upon which this Agreement as so accepted shall constitute an agreement among us.

BMO NESBITT BURNS INC.

By: (signed) "Annie Lapointe"
Name: Annie Lapointe
Title: Managing Director & Co-Head, BMO Capital Markets, Québec

DESJARDINS SECURITIES INC.

By: (signed) "Pascal Drolet"
Name: Pascal Drolet
Title: Managing Director, Head of Investment Banking, Québec

NATIONAL BANK FINANCIAL INC.

By: (signed) "Antoine Kilo"
Name: Antoine Kilo
Title: Managing Director

RBC DOMINION SECURITIES INC.

By: (signed) "Hon. Michael M. Fortier"
Name: Hon. Michael M. Fortier
Title: Vice Chairman, Head Global Investment Banking (Québec)

TD SECURITIES INC.

By: (signed) "Abe Adham"
Name: Abe Adham
Title: Managing Director and Head of Québec Investment Banking

Signature Page – Underwriting Agreement

CANACCORD GENUITY CORP.

By: (signed) “Thierry Nguyen”
Name: Thierry Nguyen
Title: Managing Director, Head of Investment Banking – Québec

STIFEL NICOLAUS CANADA INC.

By: (signed) “Derek Lithwick”
Name: Derek Lithwick
Title: Managing Director, Head of Consumer & Retail (Canada)

BARCLAYS CAPITAL CANADA INC.

By: (signed) “Ryan Voegeli”
Name: Ryan Voegeli
Title: Head of Investment Banking, Canada

CIBC WORLD MARKETS INC.

By: (signed) “Émilie Bissonnette”
Name: Émilie Bissonnette
Title: Managing Director

GOLDMAN SACHS CANADA INC.

By: (signed) “Michael Klym”
Name: Michael Klym
Title: CEO

RAYMOND JAMES LTD.

By: (signed) “Jason Robertson”
Name: Jason Robertson
Title: Senior Managing Director Investment Banking, Head of

Signature Page – Underwriting Agreement

SCOTIA CAPITAL INC.

By: (signed) "Luc Ouellet"
Name: Luc Ouellet
Title: Managing Director & Head, GBM
Québec

UBS SECURITIES CANADA INC.

By: (signed) "François Turgeon"
Name: Francois Turgeon
Title: Head of Global Banking Canada

By: (signed) "Alain Auclair"
Name: Alain Auclair
Title: Chair of Global Banking Canada

The foregoing offer is accepted and agreed to as of the date first above written.

GROUPE DYNAMITE INC.

By: (signed) "Jean-Philippe D. Lachance"
Name: Jean-Philippe D. Lachance
Title: Chief Financial Officer

4370368 CANADA INC.

By: (signed) "Andrew Lutfy"
Name: Andrew Lutfy
Title: President and Chief Executive Officer

Signature Page – Underwriting Agreement

A-1

SCHEDULE A

UNITED STATES OFFERS AND SALES

1. Definitions

As used in this Schedule and related exhibits, the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;

"Foreign Issuer" means "foreign issuer" as that term is defined in Rule 902(e) of Regulation S;

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) under the U.S. Securities Act, including but not limited to advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Investment Company Act" means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as such term is defined in Rule 144A;

"Qualified Institutional Buyer Letter" means the letter in the form set forth in Exhibit I to the U.S. Placement Memorandum to be executed by each purchaser of Offered Shares in the United States or who was offered Offered Shares in the United States.

"Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;

"Rule 144A" means Rule 144A adopted by the SEC under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and

"U.S. Affiliate" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter.

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All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings given to them in the Underwriting Agreement to which this Schedule is attached and of which this Schedule forms a part.

2. Representations, Warranties and Covenants of the Company

The Company represents, warrants and covenants to the Underwriters that:

(a) it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Offered Shares;

(b) in connection with offers and sales of the Offered Shares outside the United States, the Company, each of its affiliates, and any person acting on its or their behalf (other than the Underwriters and their U.S. Affiliates or any person acting on their behalf, as to which no representation or warranty is made) have complied with and will comply with the requirements for an “offshore transaction” (as that term is defined in Rule 902(h) of Regulation S);

(c) the Company is not, and after giving effect to the offering of the Offered Shares and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Placement Memorandum will not be, registered as an “investment company” nor will it be required to register as an “investment company” within the meaning of the Investment Company Act;

(d) neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Company makes no representation), has engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offered Shares, or has taken or will take any action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement;

(e) none of the Company, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Company makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(f) the Offered Shares are not, and as of the Closing will not be, and no securities of the same class as the Offered Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;

(g) for so long as the Offered Shares are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, the Company shall either: (i) avail itself of the reporting exemption pursuant to Rule 12g3-2(b)

A-3

under the U.S. Exchange Act; (ii) file reports and other information with the SEC under Section 13 or 15(d) of the U.S. Exchange Act; or (iii) provide to holders of Shares and any prospective purchasers designated by such holders, upon request of such holders, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of Shares to effect resales under Rule 144A);

(h) none of the Company nor any other person acting on behalf of the Company has offered or sold any securities in a manner that would be integrated with the offering of the Offered Shares as contemplated by this Agreement pursuant to the U.S. Securities Act, the rules and regulations thereunder or the interpretations thereof by the SEC;

(i) no order or decree preventing the use of the U.S. Placement Memorandum, or any order asserting that the transactions contemplated herein are subject to the registration requirements of the U.S. Securities Act, has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company, is contemplated; and

(j) the Offered Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

3. Representations, Warranties and Covenants of the Selling Shareholder

The Selling Shareholder represents, warrants and covenants to the Underwriters and the Company that:

(a) neither the Selling Shareholder nor any of its, his or her affiliates, nor any person acting on its, his, her or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Selling Shareholder makes no representation), has engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offered Shares, or has taken or will take any action that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares pursuant to this Agreement; and

(b) none of the Selling Shareholder, any of its, his or her affiliates or any person acting on its, his, her or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Selling Shareholder makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Offered Shares in the United States by means of any form of General Solicitation or General Advertising.

4. Representations, Warranties and Covenants of the Underwriters

Each Underwriter and U.S. Affiliate severally acknowledges, represents, warrants and covenants to the Company and the Selling Shareholder that:

(a) the Offered Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the

A-4

U.S. Securities Act and applicable state securities laws. It has not offered and sold, and will not offer and sell, any Shares except in an "offshore transaction" in accordance with Rule 903 of Regulation S or in the United States to persons it reasonably believes to be Qualified Institutional Buyers as defined in Rule 144A;

(b) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(c) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate, any selling group members or with the prior written consent of the Company and the Selling Shareholder;

(d) it shall require each selling group member to agree, for the benefit of the Company and the Selling Shareholder, to comply with, and shall use its commercially reasonable efforts to ensure that each selling group member complies with, the provisions of this Schedule A applicable to the Underwriter as if such provisions applied to such selling group member;

(e) all offers and sales of Shares in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC and in each state applicable to the U.S. Affiliate, unless exempt therefrom, and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable broker-dealer laws and in compliance with this Schedule A;

(f) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Offered Shares in the United States only from, and will offer the Offered Shares in the United States only to, persons whom it reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A;

(g) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Offered Shares in the United States or who were offered Shares in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A;

(h) at Closing, its U.S. Affiliate offering or selling Shares in the United States will provide a certificate, substantially in the form of Exhibit I to this Schedule A, relating to the manner of the offer and sale of the Offered Shares in the United States, or will be deemed to have represented and warranted for the benefit of the Company and the Selling Shareholder that neither it nor its U.S. Affiliate offered or sold Shares in the United States; and

(i) prior to the Closing Time, it will deliver signed copies of the Qualified Institutional Buyer Letter, in substantially the same form appended to the U.S. Placement

A-5

Memorandum, from all accounts in the United States to which it has allocated Offered Shares.

A-6

EXHIBIT I

UNDERWRITERS' CERTIFICATE

In connection with the offer and sale, under Rule 144A, of subordinate voting shares (the "Shares") of Groupe Dynamite Inc. (the "Company") in the United States pursuant to the Underwriting Agreement dated as of April 22, 2026 among the Company, 4370368 Canada Inc. and the underwriters party thereto (the "Underwriting Agreement"), the undersigned [name of Underwriter] (the "Underwriter") and [name of U.S. affiliate of Underwriter], in its capacity as placement agent in the United States for the Underwriter (the "U.S. Affiliate"), each hereby certifies that:

(a) all offers to sell, solicitations of offers to buy and sales of the Offered Shares in the United States were made only through the U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements or pursuant to the exemption provided under Rule 15a-6 of the U.S. Exchange Act. The U.S. Affiliate is a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC and in each state applicable to the U.S. Affiliate (unless exempt therefrom) and is a member of the Financial Industry Regulatory Authority, Inc. on the date hereof and at the time of such offer and sale by it of Offered Shares;

(b) all offers and sales of the Offered Shares in the United States have been conducted by us in accordance with the terms of the Underwriting Agreement;

(c) immediately prior to our transmitting the U.S. Placement Memorandum to offerees in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we have reasonable grounds to believe and continue to believe that each purchaser of Shares in the United States or who was offered Offered Shares in the United States is a Qualified Institutional Buyer;

(d) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States and we did not engage in any Directed Selling Efforts in the United States in connection with the offer or sale of the Offered Shares; and

(e) prior to any sale by us of Shares in the United States, we caused each purchaser to execute and deliver a Qualified Institutional Buyer Letter in substantially the same form appended to the U.S. Placement Memorandum.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

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DATED this __ day of ____, 2026.

[NAME OF UNDERWRITER]

[INSERT NAME OF U.S. AFFILIATE]

By: _____
Name:
Title:

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SCHEDULE B

FORM OF LOCK-UP AGREEMENT

April 27, 2026

BMO Nesbitt Burns Inc.
Desjardins Securities Inc.
National Bank Financial Inc.
RBC Dominion Securities Inc.
TD Securities Inc.

(collectively, the “Joint Active Bookrunners”)

Canaccord Genuity Corp.
Stifel Nicolaus Canada Inc.
Barclays Capital Canada Inc.
CIBC World Markets Inc.
Goldman Sachs Canada Inc.
Raymond James Ltd.
Scotia Capital Inc.
UBS Securities Canada Inc.

(collectively with the Joint Active Bookrunners, the “Underwriters”)

c/o

BMO Nesbitt Burns Inc.
129 Rue Saint Jacques, 11th Floor
Montréal, QC H2Y 1L6

Ladies and Gentlemen:

Reference is made to the underwriting agreement dated as of April 22, 2026 (the “Underwriting Agreement”) among Groupe Dynamite Inc. (the “Company”), the Underwriters and the undersigned, providing for the offering (the “Offering”) of subordinate voting shares of the Company (“Subordinate Voting Shares”). The undersigned understands that it is a condition of the completion of the purchase of Subordinate Voting Shares pursuant to the Underwriting Agreement that it enters into an agreement in the form of this letter. The undersigned acknowledges that the Underwriters are relying on the covenants of the undersigned contained in this letter in having decided to participate in the Offering and to enter into the Underwriting Agreement.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the period beginning on the date of the closing of the Offering and ending on the day that is the 90th calendar day following the closing date of the Offering (which, for greater certainty, shall not be affected by the exercise of the Underwriters’ over-allotment option, as the case may be), the undersigned will not, directly or indirectly, without the prior written consent of BMO Nesbitt Burns

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Inc. ("BMO"), on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed:

(a) issue, sell, grant any option for the sale of, or otherwise dispose of or monetize, in a public offering or by way of private placement or otherwise, any Subordinate Voting Shares, multiple voting shares of the Company ("Multiple Voting Shares") or securities convertible or exchangeable into Subordinate Voting Shares or Multiple Voting Shares, whether or not cash settled); or

(b) secure or pledge any Subordinate Voting Shares, Multiple Voting Shares or any securities convertible or exchangeable into Subordinate Voting Shares or Multiple Voting Shares; or

The foregoing paragraph shall not apply to:

(a) the sale of Subordinate Voting Shares in accordance with the Over-Allotment Option granted in favour of the Underwriters;

(b) the sale to the Company, for cancellation, of Subordinate Voting Shares, as announced by the Company on April 20, 2026;

(c) bona fide gifts to the immediate family of the undersigned, 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;

(d) 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;

(e) dispositions to any wholly-owned subsidiary of the undersigned, provided that such subsidiary agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

(f) 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 affiliate agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

(g) 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;

(h) transfers to "Permitted Holders" (as defined in, and in accordance with the provisions of, the articles of the Company), provided that such Permitted Holders agree in writing for the benefit of the Underwriters to be bound by the terms of this agreement for the remainder of its term;

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(i) exercises or settlement of awards pursuant to any employee or executive incentive compensation arrangement of the Company existing as at the date hereof (provided, however, that the securities issuable thereunder shall be subject to the restrictions set out in this agreement);

(j) 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 Subordinate Voting Shares or Multiple Voting Shares, as applicable, held by the undersigned shall remain subject to the restrictions contained in this agreement; or

(k) conversion of Multiple Voting Shares into Subordinate Voting Shares in accordance with their terms.

For purposes of this agreement, "immediate family" shall mean the undersigned and each parent (whether by birth or adoption), spouse, or child (including any step-child) or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned persons, and each legal representative of such individual or of any aforementioned persons (including, without limitation, a tutor, curator, mandatory due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a person shall be considered the spouse of an individual if such person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada) as amended from time to time) of such individual. A person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the provisions of this agreement shall apply equally to any securities the undersigned may purchase in the Offering.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's securities except in compliance with the restrictions in this agreement.

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this agreement or the subject matter of this agreement, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this agreement and the subject matter of this agreement to the extent the undersigned has deemed appropriate.

The obligations of the undersigned under this letter may be waived in writing in whole or in part by BMO, on behalf of the Underwriters, following consultation by BMO with the other Joint Active Bookrunners. Any request by the undersigned in respect of a waiver of the terms of this agreement shall be addressed to the Joint Active Bookrunners.

This agreement is governed by the laws of the Province of Québec and the laws of Canada applicable therein. All matters relating hereto shall be submitted to the court of appropriate

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jurisdiction sitting in the judicial district of Montreal in the Province of Québec, for the purpose of this agreement and for all related proceedings.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement. This agreement is irrevocable and will be binding on the undersigned and its successors, heirs, personal representatives and assigns, and will ensure to the benefit of the Underwriters and their legal representatives, successors and assigns.

This agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

[signature page follows]

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DATED ____, 2026

4370368 CANADA INC.

By: _________

Name: Andrew Lutfy

Title: President and Chief Executive Officer

Signature Page – Lock-Up Agreement

AI assistant

Groupe Dynamite Inc. — Capital/Financing Update 2026

48545_rns_2026-04-22_432ebb17-699f-40ad-a78e-51278d0e62db.pdf

UNDERWRITING AGREEMENT

11. Completion of Distribution

12. Material Change or Change in Material Fact During Distribution

15. Delivery of Offering Price, Underwriting Fee and Shares

16. Delivery of Offered Shares

17. Conditions to Underwriters' Obligation to Purchase

(a) Delivery of Opinions

20. Contribution

(a) Rights of Contribution

23. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Non-Defaulting Underwriters

25. Survival of Representations and Warranties

26. Governing Law

27. Notice

28. Authority of the Joint Active Bookrunners

29. Underwriters' Activities

30. No Advisory or Fiduciary Responsibility

31. TMX Group

32. Counterparts

33. Entire Agreement

34. Language

35. Recognition of the U.S. Special Resolution Regimes.

BMO NESBITT BURNS INC.

DESJARDINS SECURITIES INC.

NATIONAL BANK FINANCIAL INC.

RBC DOMINION SECURITIES INC.

TD SECURITIES INC.

CANACCORD GENUITY CORP.

STIFEL NICOLAUS CANADA INC.

BARCLAYS CAPITAL CANADA INC.

CIBC WORLD MARKETS INC.

GOLDMAN SACHS CANADA INC.

RAYMOND JAMES LTD.

GROUPE DYNAMITE INC.

4370368 CANADA INC.

SCHEDULE A

UNITED STATES OFFERS AND SALES

1. Definitions

2. Representations, Warranties and Covenants of the Company

3. Representations, Warranties and Covenants of the Selling Shareholder

4. Representations, Warranties and Covenants of the Underwriters

EXHIBIT I

UNDERWRITERS' CERTIFICATE

SCHEDULE B

FORM OF LOCK-UP AGREEMENT

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