Pursuant to rules and policy statements of certain Canadian provincial securities commissions, the Underwriters may not, throughout the period of distribution under the prospectus, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of such securities. These exceptions include a bid or purchase permitted under the Universal Market Integrity R ules for Canadian marketplaces administered by Market R egulation Services Inc. relating to market stabilization and passive market-making activities and a bid or purchase made on behalf of a client where the client’s order was not solicited during the period of distribution. In connection with this Offering, the Underwriters may, subject to the foregoing and applicable law, over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. Orbit Garant has agreed that, during the period commencing on the date hereof and ending 180 days after the Closing Date, subject to certain specified exceptions such as the issuance of Common Shares upon the exercise of outstanding stock options, not to authorize, offer, sell or issue for sale or resale any Common Shares, or any securities convertible or exchangeable into Common Shares, without the prior written consent of CIBC W orld Markets Inc. on behalf of the Underwriters, such consent not to be unreasonably withheld. In addition, each of the Selling Shareholders and each of the officers and directors of Orbit Garant have agreed that, during the period commencing on the date hereof and ending 180 days after the Closing Date, subject to certain specified exceptions such as exercise of the Over- Allotment Option, they will not, directly or indirectly, issue, sell, offer, assign, transfer, pledge, grant a security interest in, contract to sell, grant an option or warrant to purchase, make any short sale or otherwise enter into any arrangement (including a monetization arrangement or hedging or similar transaction) which has the effect of transferring any or all of the economic benefits of ownership of any of their Common Shares held on the date of Closing or acquired after the Closing but before the expiry of the 180 day period, or announce publicly their intention to do so, without having obtained the prior written consent of CIBC W orld Markets Inc. on behalf of the Underwriters, such consent not to be unreasonably withheld. In connection with the Offering, each of P ierre Alexandre, Eric Alexandre, Richard Alexandre, Marc R ochefort, Daniel R oy, Sylvain L aroche, R obert Brouillette, R enaud Mercier, R aymond L eclerc and Alain L aplante have agreed not to sell, offer, assign, transfer, pledge, grant a security interest in, contract to sell, grant an option or warrant to purchase, make any short sale or otherwise enter into any arrangement (including a monetization arrangement or hedging or similar transaction) which has the effect of transferring any or all of the economic benefits of ownership of any of their Common Shares owned or controlled on the date of Closing (either directly or indirectly including, without limitation, through their ownership interest in Gesco) for a period of up to three years from the date of Closing, subject to exceptions in certain limited circumstances, with one-third of their Common Shares being released from such obligation on each of the first, second and third anniversaries of the date of Closing. Each of 96052 Canada Inc., Monique Harvey, Johann Duval, Fiducie F amille Michel Mathieu, P ascal Simard and the P rivate Equity Investors have agreed not to sell, offer, assign, transfer, pledge, grant a security interest in, contract to sell, grant an option or warrant to purchase, make any short sale or otherwise enter into any arrangement (including a monetization arrangement or hedging or similar transaction) which has the effect of transferring any or all of the economic benefits of ownership of any of their Common Shares owned on the date of Closing for a period of up to one year from the date of Closing, with one-half of their Common Shares being released from such obligation 180 days from the date of Closing. The TSX has conditionally approved the listing of the Common Shares. Listing will be subject to Orbit Garant’s fulfilling all the listing requirements of the TSX on or before September 8, 2008, including distribution of the Offered Shares to a minimum number of public securityholders. The Offered Shares have not been and will not be registered under the U.S. Securities A ct or the securities laws of any state of the United States and may not be offered or sold within the United States except in transactions that are exempt from the registration requirements of the U.S. Securities A ct and applicable state securities laws. The Underwriting Agreement permits the Underwriters to reoffer and resell the Offered Shares purchased by them to qualified institutional buyers in the United States in accordance with R ule 144A under the U.S. Securities A ct. In addition, the Underwriting Agreement permits the Underwriters to arrange for 66