USE OF PROCEEDS Orbit Garant expects to receive up to 25110750 of net proceeds from the T reasury Offering after deducting its share of the Underwriters F ee the Companys 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 21895118 872 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 965632 38 P ayment of a purchase price adjustment to the Orbit V endors pursuant to the Orbit Share Purchase Agreement 3 2250000 90 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 832000 is payable to the former shareholders of Orbit and excess working capital of approximately 133000 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 1125 million became payable immediately upon the determination that such earnings had been exceeded with the remaining 1125 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 225 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 reallocation 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 6804791 3978986 Direct and Beneficial 27461233 1684182 Ontario 1 2586759 1512564 Direct and Beneficial 1044469 Gesco 2 12027933 9770451 Direct and Beneficial 48553027 Notes 1 1684182 Ontario has certain voting rights in respect of an additional 3233850 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