R egistration Rights P ierre Alexandre, Gesco and the P rivate Equity Investors will also be granted ‘‘piggy-back’’ registration rights at Closing, subject to certain restrictions, which will enable them to require Orbit Garant to increase the amount of a public offering of Common Shares by up to an aggregate of 40%. Under the terms of the agreement, 1684182 Ontario and 1684182 International will have the right to request that the Company increase the size of any equity offering for which the Company files a prospectus by up to 25%, and 6705570 Canada Inc. will have the right to request that the Company increase the size of any equity offering (including any additional amount requested by the P rivate Equity Investors) for which the Company files a prospectus by up to 15%, in order to sell Common Shares held by them (which are free of the resale restrictions described under ‘‘Plan of Distribution’’) under the same prospectus. Each of 1684182 Ontario, 1684182 International and 6705570 Canada Inc. will have the number of Common Shares sold by them reduced pro rata if less than the full amount of the offering is purchased. Expenses of any such offering will be borne by the Company. In the event of a ‘‘piggy-back’’ offering, Orbit Garant’s financing requirements would take priority. PLAN OF DISTRIBUTION Pursuant to an underwriting agreement dated June 20, 2008 (the ‘‘Underwriting Agreement’’), among Orbit Garant, the Selling Shareholders and the Underwriters, Orbit Garant and the Selling Shareholders have agreed to sell 15,000,000 Offered Shares, and the Underwriters have agreed to purchase, as principals, on the Closing Date, subject to the terms and conditions stated therein, all but not less than all of the Offered Shares offered hereby at a price of $4.00 per Offered Share for an aggregate price of $60,000,000 payable in cash against delivery of certificates, representing such Offered Shares. In consideration for their services in connection with this Offering, Orbit Garant and the Selling Shareholders have agreed to pay the Underwriters an aggregate fee of $3,600,000, or $0.24 per Offered Share. The Offering P rice of the Offered Shares has been determined by negotiation between Orbit Garant, the Selling Shareholders and the Underwriters. The Underwriters’ fee will be paid proportionately by the Company and the Selling Shareholders based on their respective number of Offered Shares sold by each pursuant to the Offering. An additional fee of $216,000 will be paid to one of the Underwriters proportionately by the Company and the Selling Shareholders based on the respective number of Offered Shares sold by each pursuant to the Offering. The obligations of the Underwriters under the Underwriting Agreement are conditional and may be terminated at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated if certain specified events occur. The Underwriters are however, severally obligated to take up and pay for all Common Shares offered by this prospectus if any of the Offered Shares are purchased under the Underwriting Agreement. The Underwriting Agreement also provides that Orbit Garant and/or the Selling Shareholders will indemnify the Underwriters in respect of certain liabilities and expenses, including liability under applicable securities legislation in respect of this prospectus, or contribute to payments the Underwriters may be required to make in respect thereof. In order to cover any over-allotments, the Underwriters have been granted the Over- Allotment Option by the Selling Shareholders to purchase from Orbit Garant an aggregate of up to 2,250,000 additional Offered Shares. The Underwriters may exercise the Over- Allotment Option in whole or in part on or before the close of business on the 30th day following the Closing of this Offering to cover over-allotments, if any and for market stabilization purposes. T o the extent that the Over- Allotment Option is exercised, the additional Offered Shares will be purchased by the Underwriters at the Offering P rice hereunder and the Underwriters will be entitled to a fee of $0.24 per Common Share in respect of each Offered Share purchased, all of which fee will be paid by the Selling Shareholders proportionately based on the respective number of Offered Shares sold by each pursuant to the Offering. The Selling Shareholders have agreed to pay an additional fee of $32,400 to one of the Underwriters, assuming the exercise of the Over- Allotment Option in full, to be paid proportionately based on the respective number of Offered Shares sold by each pursuant to the Offering. T o form part of the over-allotment, Common Shares must be sold to bona fide purchasers at the closing of the Offering. This prospectus also qualifies for distribution the Over- Allotment Option and any Offered Shares that are issued pursuant to the Over- Allotment Option. If the Over- Allotment Option is exercised in full, the ‘‘Net P roceeds to the Selling Shareholders’’ from the Over- Allotment Option will be $8,427,600. 65