USE OF PROCEEDS Orbit Garant expects to receive up to $25,110,750 of net proceeds from the T reasury Offering, after deducting its share of the Underwriters’ F ee, the Company’s proportionate share of an additional fee to be paid to one of the Underwriters and the expenses associated with completing the Offering. Orbit Garant intends to use the net proceeds obtained through the T reasury Offering as set out in the following table: P ercent of Uses of P roceeds Amount Net P roceeds R epayment of amounts outstanding under the Existing Credit Agreement (1) ..... $21,895,118 87.2% P ayment of working capital and other similar adjustments to the Orbit V endors and certain Garant shareholders pursuant to the Orbit Share Purchase Agreement (2) ................................................. $ 965,632 3.8% P ayment of a purchase price adjustment to the Orbit V endors pursuant to the Orbit Share Purchase Agreement (3) ................................. $ 2,250,000 9.0% Note: (1) See ‘‘Description of Debt’’ for a description of the purposes for which the indebtedness being repaid was incurred. (2) Under the terms of the Orbit Share Purchase Agreement, the purchase price is subject to an adjustment to the extent that wor king capital of each of Orbit and Garant was in excess of prescribed levels on the closing of the acquisition. Pursuant to the terms of these provisions, excess working capital of Orbit of approximately $832,000 is payable to the former shareholders of Orbit and excess working capital of approximately $133,000 is payable to persons who were shareholders of Garant immediately prior to the acquisition. (3) Under the terms of the Orbit Share Purchase Agreement, the purchase price is subject to increase if earnings are in excess o f prescribed amounts for the 12 month periods ended January 31, 2008, January 31, 2009 and January 31, 2010. The Company exceeded these prescribed amounts for the 12 months ended January 31, 2008, and $1.125 million became payable immediately upon the determination that such earnings had been exceeded, with the remaining $1.125 million becoming due upon the completion of this Offering pursua nt to the terms of the Orbit Share Purchase Agreement. As the maximum increase to the purchase price that may be paid pursuant to this adjustment was limited to $2.25 million, no further adjustments will be made for the periods ending January 31, 2009 or 2010. While Orbit Garant intends to spend the net proceeds of the T reasury Offering as stated above, there may be circumstances where, for sound business reasons, a re-allocation of the proceeds may be necessary or advisable. See ‘‘Description of Debt’’. PRINCIP AL SHAREHOLDERS The following table shows the name and information respecting the Common Shares of Orbit Garant owned by each person or company who, as at May 12, 2008, owned of record, or who, to the knowledge of Orbit Garant, owned beneficially, directly or indirectly, more than 10% of Common Shares of Orbit Garant: Number of P ercentage of Common Shares Common Shares Number of Owned A fter Owned Before and Common Completion of the A fter Completion Name Shares Owned Offering T ype of Ownership of Offering 1684182 International .......... 6,804,791 3,978,986 Direct and Beneficial 27.46%/12.33% 1684182 Ontario (1) ............. 2,586,759 1,512,564 Direct and Beneficial 10.44%/4.69% Gesco (2) .................... 12,027,933 9,770,451 Direct and Beneficial 48.55%/30.27% Notes: (1) 1684182 Ontario has certain voting rights in respect of an additional 3,233,850 Common Shares (owned of record by 96052 Cana da Inc., Monique Harvey, Johann Duval, Fiducie F amille Michel Matheiu, P ascal Simard, Sylvain L aroche, R obert Brouillette, R enaud Mercie r, R aymond L eclerc and Alain L aplante) pursuant to a voting trust agreement that will be terminated on completion of this Offering . (2) Gesco is owned as to approximately 90% by P ierre Alexandre. Eric Alexandre also owns approximately 5% of the shares in this company. 62