6 Each of Sylvain L aroche R obert Brouillette R enaud Mercier and R aymond L eclerc will exercise options in order to obtain Com mon Shares to be sold pursuant to the Over Allotment Option if such Over Allotment Option is exercised 7 If the Over Allotment Option is exercised in full the total number of Common Shares that would be sold pursuant to the Offe ring by Selling Shareholders would be 9744994 which would include 504750 Common Shares issuable upon the exercise of stock options including 482250 Common Shares issuable upon exercise of stock options of Bernard Alexandre Eric Alexandre Danielle Garneau and R onald Thibault who are currently option holders but not shareholders of Orbit Garant The total number of Common Shares that would be issued and outstanding if the Over Allotment Option is exercised in full is 32786292 If the Over Allotment Option is exercised each of Bernard Alexandre Eric Alexandre Danielle Garneau and R onald Thibault will exercise up to onehalf of their existing options and will sell such shares pursuant to the exercise of the Over Allotment EXISTING SHAREHOLDER ARR ANGEMENTS P rior to or on the Closing Date existing shareholders of Orbit Garant and Orbit Garant will enter into certain arrangements with respect to their shares and the operations of Orbit Garant Arrangements R especting the Offering Orbit Garant will indemnify each of the Selling Shareholders from and against all liabilities claims and losses resulting from any misrepresentation contained in this prospectus except in respect of any information or statements or omissions relating solely to the Selling Shareholders the Selling Shareholder Information The Selling Shareholders agree to indemnify Orbit Garant and the Underwriters and each of their respective affiliates associates directors officers employees partners agents advisors and shareholders from and against all liabilities claims and losses resulting from any misrepresentation in respect of the Selling Shareholder Information Each Selling Shareholder will severally provide a representation and warranty in favour of the Underwriters that to its actual knowledge after due enquiry in the case of certain Selling Shareholders this prospectus does not contain a misrepresentation The Selling Shareholders will also agree to provide other standard indemnifications including without limitation in respect of the breach of any representation warranty or covenant of the Selling Shareholders contained in the Underwriting Agreement or any related document or agreement provided that each Selling Shareholders liability will be limited to the proceeds received by it Any liability of the Selling Shareholders under this prospectus not borne by Orbit Garant except Selling Shareholder Information will be allocated among the Selling Shareholders proportionately based on the number of Offered Shares sold by the Selling Shareholders pursuant to this prospectus In addition Orbit Garant has agreed to pay 1684181 Management a fee of 300000 for strategic advice plus an outstanding work fee of 50000 on Closing V oting Arrangements P ierre Alexandre Gesco Eric Alexandre the P rivate Equity Investors and Orbit Garant will enter into an agreement the V oting Agreement on Closing pursuant to which Orbit Garant will agree to nominate and such shareholders will agree to vote in favour of P ierre Alexandre Eric Alexandre and James Johnson for election to Orbit Garants board of directors until the later of i two years from the Closing Date or such later time as the they may mutually agree or ii the date that the P rivate Equity Investors together own less than 1000000 Common Shares During this period Orbit Garant will also agree to nominate and such shareholders will agree to vote in favour of two independent directors proposed by the P rivate Equity Investors and two independent directors proposed by P ierre Alexandre and Eric Alexandre together In addition the V oting Agreement will provide that so long as the P rivate Equity Investors together own at least 1000000 Common Shares P ierre Alexandre Gesco and the P rivate Equity Investors will vote their Common Shares in the same manner on any matter that may come before the shareholders of Orbit Garant If such shareholders cannot agree on the manner in which they will vote their shares the matter will be referred to a mediator if no agreement is reached following mediation such shareholders will vote their Common Shares in their own discretion 64