BRP : UNDERWRITING AGREEMENT - Form 6-K

COMPLIANCE WITH SECURITIES LAWS

The Company covenants with the Underwriter that the Company will, as soon as possible following the execution of this Agreement but, in any event, no later than the Qualification Deadline, (i) file the Canadian Prospectus Supplement including the Shelf Information in a form approved by the Underwriter and the Selling Shareholder, acting reasonably, in accordance with the Passport System with the AMF (in its capacity as the principal regulator under the Passport System) and with the Canadian Securities Regulators in each of the Qualifying Jurisdictions and (ii) voluntarily provide to the SEC the U.S. Final Prospectus in a form approved by the Underwriter and the Selling Shareholder, acting reasonably, with the SEC on EDGAR, and advise the Underwriter promptly when each such filings have been made. The Company will promptly fulfill and comply with, to the satisfaction of the Underwriter and the Selling Shareholder, acting reasonably, the Canadian Securities Laws and the United States Securities Laws required to be fulfilled or complied with by the Company to enable the Securities to be lawfully distributed in the Qualifying Jurisdictions and the United States through the Underwriter or its affiliates or any other investment dealers or brokers duly registered in such jurisdictions as contemplated herein.

During the distribution of the Securities:

the Company shall prepare, in consultation with the Underwriter, and approve in writing, prior to such time any marketing materials are provided to potential investors in Securities, a template version of any marketing materials reasonably requested to be provided by the Underwriter to any such potential investor, such marketing materials to comply with Canadian Securities Laws and United States Securities Laws and to be acceptable in form and substance to the Company and the Underwriter, acting reasonably;

the Underwriter shall, as contemplated by the Canadian Securities Laws and United States Securities Laws, approve a template version reasonably acceptable to the Underwriter of any such marketing materials in writing prior to the time such marketing materials are provided to potential purchasers of Securities;

the Company shall file a template version of the English version of any such marketing materials on SEDAR+ as soon as reasonably practical after such marketing materials are so approved in writing by the Company and the Underwriter and, in any event, on or before the day the marketing materials are, to the Knowledge of the Company, first provided to any potential purchaser of Securities. Any comparables (as defined in NI 41-101) and any disclosure relating to such comparables shall be removed from the template version in accordance with NI 44-102 prior to filing such template version on SEDAR+ (provided that if any such comparables are removed, the Company shall deliver a complete template version of any such marketing materials to the Canadian Securities Regulators), and the Company shall provide a copy of such filed template version to the Underwriter as soon as practicable following such filing. The Company shall comply with applicable Canadian Securities Laws and other applicable laws in connection with the filing of the French language version of any such marketing materials, and a copy thereof shall be delivered to the Underwriter as soon as practicable following such filing; and

following the approvals set forth in Sections 1.2(i) to 1.2(ii) above, the Underwriter may provide a limited-use version (within the meaning of NI 41-101) of such marketing materials to potential investors in Securities in accordance with Canadian Securities Laws and United States Securities Laws.

The Company, the Selling Shareholder and the Underwriter, each on an individual basis (and not on a joint or a solidary or joint and several basis), covenant and agree during the distribution of the Securities:

not to provide any potential investor with any materials or information in relation to the distribution of the Securities or the Company other than: (A) such marketing materials that have been approved and, as applicable, filed in accordance with Section 1.2; (B) the Offering Documents in accordance with this Agreement; (C) any standard term sheets approved in writing by the Company and the Underwriter; and (D) any "preliminary prospectus notice" or "final prospectus notice" (each as defined in NI 41-101); and

that any marketing materials approved and filed in accordance with Section 1.2, and any standard term sheets approved in writing by the Company and the Underwriter, shall only be provided to potential investors in those jurisdictions where it is lawful for such party to do so.

The Underwriter covenants and agrees to comply with Canadian Securities Laws in connection with the provision of marketing materials to potential purchasers, including:

prior to the filing of the Canadian Prospectus Supplement, by sending, together with marketing materials provided, a copy of the Canadian Preliminary Prospectus and any amendment relating thereto; and

after the filing of the Canadian Prospectus Supplement, by sending, together with marketing materials provided, a copy of the Canadian Final Prospectus and any Canadian Prospectus Amendment.

DUE DILIGENCE

DISTRIBUTION AND CERTAIN OBLIGATIONS OF THE UNDERWRITER

The Underwriter shall offer the Securities for sale to the public directly and through other duly registered investment dealers and brokers in the Qualifying Jurisdictions and the United States only as permitted by Canadian Securities Laws and United States Securities Laws and upon the terms and conditions set forth in the Offering Documents and this Agreement. The Underwriter agrees that it will not, directly or indirectly, distribute any of the Offering Documents or publish any prospectus, circular, advertisement or other offering material in any jurisdiction other than the Qualifying Jurisdictions, such states of the United States in which the Securities (and their offer and sale) are duly qualified (to the extent required) under United States federal and applicable United States state securities laws, or such other jurisdictions as may be mutually agreed upon by the Underwriter, the Company and the Selling Shareholder. The Underwriter agrees that it is not registered as a broker-dealer under Section 15 of the 1934 Act, will not offer or sell any Securities in, or to persons who are nationals or residents of, the United States other than through one of its United States registered broker-dealer affiliates or otherwise in compliance with Rule 15a-6 under the 1934 Act. Sales of Securities in the Qualifying Jurisdictions may be made only by or through a dealer appropriately registered under applicable Canadian Securities Laws or in circumstances where an exemption from the Canadian registered dealer requirements is available.

The Company and the Selling Shareholder agree that the Underwriter will be permitted to appoint, at its sole expense, other registered dealers or brokers as its agents to assist in the distribution of the Securities. The Underwriter shall, and shall require any such dealer or broker, other than the Underwriter, with which the Underwriter has a contractual relationship in respect of the distribution of the Securities (a "Selling Firm")to, comply with the Canadian Securities Laws and United States Securities Laws in connection with the distribution of the Securities and shall offer the Securities for sale directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the

The Underwriter shall, and shall require any Selling Firm to agree to, observe and distribute the Securities in a manner that complies with all applicable laws and regulations (including all Canadian Securities Laws and United States Securities Laws in connection with the distribution of Securities) in each jurisdiction into and from which they may offer to sell the Securities or distribute the Offering Documents in connection with the distribution of the Securities and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Securities or Offering Documents or any other document to any person in any jurisdiction except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdictions (other than the Qualifying Jurisdictions and the United States).

DELIVERY OF DOCUMENTS

At or prior to the filing thereof with the Canadian Securities Regulators:

a copy of the Canadian Prospectus Supplement and any Canadian Prospectus Amendment, in each case signed and/or certified as required by the Canadian Securities Laws applicable in the Qualifying Jurisdictions, in the English and French language; and

a copy of any other document required to be filed by the Company along with the Canadian Prospectus Supplement or in connection with the Offering under Canadian Securities Laws.

At or prior to the filing of the Canadian Prospectus Supplement with the Canadian Securities Regulators:

opinions of Stikeman Elliott LLP, dated the date of such document, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and its counsel, to the effect that the French language version of the Canadian Final Prospectus, except the Financial Information and the remaining financial data upon which the auditors of an issuer usually opine as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof; and

opinions of Deloitte LLP dated the date of such document, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and its counsel, to the effect that the French language version of the Financial Information and the remaining financial data upon which the auditors of an issuer usually opine included in the Canadian Final Prospectus is, in all material respects, a complete and proper translation of the English language version thereof.

As soon as practicable after filing of the Canadian Prospectus Supplement with the Canadian Securities Regulators, a copy of the acknowledgement of filing of the U.S. Final Prospectus on EDGAR.

At or prior to the filing of the Canadian Prospectus Supplement, a "long-form" comfort letter of Deloitte LLP and a certificate of the Chief Financial Officer of the Company dated the date of the Canadian Prospectus Supplement (with the requisite procedures to be completed by such auditors not more than two Business Days prior to the date of such document) addressed to the Underwriter and the directors of the Company, in form and substance satisfactory to the Underwriter, acting reasonably, containing statements and information of the type ordinarily included in "comfort letters" to underwriters in connection with the Offering.

As soon as practicable after filing the Canadian Prospectus Supplement with the Canadian Securities Regulators, a copy of the acknowledgment of filing of the Canadian Prospectus Supplement on EDGAR.

Offering Document Amendments

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AS TO OFFERING DOCUMENTS

The Company represents and warrants to the Underwriter and the Selling Shareholder that:

the information and statements (except information and statements relating solely to the Underwriter which has been provided by the Underwriter in writing specifically for use in the Preliminary Offering Documents) contained in the Preliminary Offering Documents, respectively, contain, as at their respective filing dates, no misrepresentation, and comply fully with the requirements of Canadian Securities Laws, other than as to non-material matters;

the information and statements (except information and statements relating solely to the Underwriter which has been provided by the Underwriter in writing specifically for use in the Final Offering Documents and any Offering Document Amendment in respect of the Final Offering Documents) contained in the Final Offering Documents and any Offering Document Amendment in respect of the Final Offering Documents, respectively, will contain, as at their respective filing dates and as of the Closing Time, no misrepresentation, and, in the case of the Canadian Final Prospectus and any Canadian Prospectus Amendment, will constitute full, true and plain disclosure of all material facts relating to the Company and the Securities as required by Canadian Securities Laws (taking into account the disclosure in the Canadian Final Prospectus, in the case of a Canadian Prospectus Amendment which does not restate the text of the Canadian Final Prospectus) and comply fully with the requirements of Canadian Securities Laws, other than as to non-material matters;

to the Knowledge of the Company and subject to the disclosure included in the Offering Documents, the statistical and market-related data included in the Offering Documents are based on or derived from sources that are believed by the Company to be reliable and accurate in all material respects; and

The Company represents and warrants to and agrees with the Underwriter and the Selling Shareholder that:

the Company (1) has prepared and will deliver to the Underwriter copies of the Preliminary Offering Documents and the Time of Sale Prospectus and (2) will prepare and deliver to the Underwriter copies of the Final Offering Documents, dated the date of this Agreement, each for use by the Underwriter in connection with their respective solicitation of purchases of, or offering of, the Securities;

the Registration Statement has become effective upon filing pursuant to Rule 467(a) under the 1933 Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the SEC;

(1) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Registration Statement and the U.S. Final Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the applicable rules and regulations thereunder, (3) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the Offering when the U.S. Final Prospectus is not yet available to prospective purchasers and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (4) each broadly available Road Show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (5) the Offering Documents do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to information and statements relating solely to the Underwriter which has been provided by the Underwriter in writing specifically for use in the Offering Documents and the Selling Shareholder Matters; and

the U.S. Preliminary Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto complied when so filed in all material respects with the 1933 Act and the applicable rules and regulations thereunder.

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE COMPANY

the Company is a "foreign private issuer" (as defined in Rule 405 under the 1933 Act) and is entitled to use Form F-10 under the 1933 Act to register the Offering under the 1933 Act. The Company has prepared and filed with the SEC an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement. The Registration Statement and the Form F-X conform, and any further amendments to the Registration Statement or the Form F-X will conform, in all material respects to the requirements of the 1933 Act;

since the respective dates as of which information is given in the Offering Documents and except as otherwise disclosed in the Offering Documents, (i) there has been no Material Adverse Change; (ii) there have been no transactions entered into by the Company or any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Subsidiaries taken as a whole; and (iii) other than as disclosed in the Offering Documents and except for any dividend or distribution declared, paid or made to the Company or any Subsidiaries, there has been no dividend or distribution of any kind declared, paid or made by the Company or any of the Subsidiaries on any class of its shares;

the Company has been incorporated and is existing as a corporation and in good standing under the federal laws of Canada, has the corporate power and authority to own, lease and operate its properties and assets (including licenses and other similar rights) and to conduct its business as described in each Offering Document and is registered to transact business and is in good standing under the laws of all jurisdictions in which its business is carried on or in which it owns or leases properties except where the failure to be so registered or in good standing would not result in a Material Adverse Effect;

each of the Material Subsidiaries has been incorporated (or formed, if it is not a corporation), is existing and in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be, has the power and authority to own, lease and operate its properties and assets (including licenses and other similar rights) and to conduct its business as described in each Offering Document and is registered to transact business and is in good standing under the laws of all jurisdictions in which its business is carried on or in which it owns or leases properties, except where the failure to be so registered or in good standing would not result in Material Adverse Effect. All of the issued and outstanding shares of, or other equity interests in, each Material Subsidiary are owned directly or indirectly by the Company, have been duly and validly authorized and issued, and are owned directly or indirectly by the Company free and clear of any Lien other than: (i) those described in the Offering Documents; and (ii) Permitted Liens;

the Company's authorized share capital consists of an unlimited number of multiple voting shares and subordinate voting shares, and an unlimited number of preferred shares, issuable in series, of which, as of April 16, 2024, an aggregate of 34,829,778 subordinate voting shares, 40,147,916 multiple voting shares and no preferred shares were issued and outstanding. No person, firm or company has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or

in connection with the Offering, the Company has complied with all requirements applicable to it, and obtained all consents and waivers required to be obtained by it, on or prior to the date hereof under the amended and restated registration rights agreements, dated May 29, 2013, between the Company, Bain Capital Luxembourg Investments S.à r.l., Caisse de dépôt et placement du Québec, Beaudier Inc. and 4338618 Canada Inc. (the "Registration Rights Agreement");

the Company is currently and, as at the Closing Time, will be directly or indirectly the registered owner of 100% of the equity and voting interest in each of the Material Subsidiaries;

other than the Material Subsidiaries, the Company does not have any subsidiary whose total assets represent more than 10% of the Company's consolidated assets or whose sales and operating revenues represent more than 10% of the Company's consolidated sales and operating revenues as at the date hereof, or, when taken as a group, whose total assets represent more than 20% of the Company's consolidated assets or whose total sales and operating revenues represent more than 20% of the Company's consolidated sales and operating revenues as at the date hereof;

the Company has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder;

this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; except as enforcement hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

the form of the certificates representing the Securities have been duly approved and adopted by the Company and comply in all respects with the requirements of the CBCA and the TSX;

the issued and outstanding subordinate voting shares of the Company are listed and posted for trading on the TSX and the Nasdaq;

the rights, privileges, restrictions, conditions and other terms attaching to the subordinate voting shares, the multiple voting shares and the preferred shares of the Company conform in all material respects to the respective descriptions thereof contained in the Offering Documents;

the Financial Statements contained in the Offering Documents have been prepared in conformity with IFRS, consistently applied throughout the periods involved, and comply as to form in all material respects with the applicable accounting requirements of Canadian Securities Laws and the CBCA. Such Financial Statements present fairly in all material respects the financial position, financial performance and cash flows of the Company as at the dates and for the periods of such Financial Statements. The other Financial Information included in the Offering Documents presents fairly in all material respects the information shown therein and, other than as disclosed in the Offering Documents, has been compiled on a basis consistent with that of the Financial Statements;

the Company's inventory of products consists of items that are usable and saleable and work-in-progress, subject to any reserves reflected in the most recent Financial Statements contained in the Offering Documents, in each case, in the ordinary course of business or as otherwise would not result in a Material Adverse Effect; the Company owns such inventory free and clear of any Lien, other than (i) those described in the Offering Documents including the Financial Statements contained therein; (ii) those that do not, individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and (iii) Permitted Liens; as of the date of the most recent consolidated balance sheet of the Company forming part of the Financial Statements contained in the Offering Documents, the values at which such inventory is carried on such balance sheet are in accordance with IFRS;

except as disclosed in the Offering Documents, including the Financial Statements contained therein, neither the Company nor any of the Subsidiaries has outstanding any debentures, notes, mortgages, or other indebtedness that is material to the Company and the Subsidiaries taken as a whole;

none of the Company or any Material Subsidiary has, or on the Closing Date will have, incurred any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except: (i) as disclosed or contemplated in the Offering Documents including the Financial Statements contained therein; and (ii) as incurred in the ordinary course of business by the Company or any of the Subsidiaries and which do not have a Material Adverse Effect;

except as disclosed in the Offering Documents, including the Financial Statements contained therein, or which would not, individually or in the aggregate, result in a Material Adverse Effect, since January 31, 2024, (i) there has not been any change in the share capital, long-term debt, financial condition or operations of the Company or any of the Subsidiaries other than changes in the ordinary course of business; (ii) the business of the Company and the Subsidiaries has been carried on in the ordinary course; (iii) none of the property or assets of the Company or the Subsidiaries shown or reflected in the Financial Statements has been transferred, assigned, sold, distributed, dividended or otherwise disposed of other than in the ordinary course of business; and (iv) none of the Company or any of the Subsidiaries has cancelled any material debts or entitlements other than in the ordinary course of business;

to the Company's Knowledge, Deloitte LLP is and was, during the periods covered by its reports, independent within the meaning of and as required by the 1933 Act, the Public Accounting Oversight Board and the Code of Ethics of the Ordre des comptables professionnels agréés du Québec and in accordance with applicable Canadian Securities Laws. There has not been any reportable event (within the meaning of Regulation 51-102 - Continuous Disclosure Obligations) with such auditors with respect to audits of the Company;

the Company maintains a system of internal control over financial reporting which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company is not aware of any material weaknesses in its internal control over financial reporting which would be required to be disclosed in a certificate issued pursuant to Regulation 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings, and the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

the Company has devised and maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed by it under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in the Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed will be accumulated and communicated to the management of the Company in charge of disclosure matters, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and, except as disclosed in the Offering Documents, such disclosure controls and procedures are effective;

since the date of the most recent Financial Statements, there has been no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting;

the Company is in compliance, and the Company's directors or officers, in their capacities as such, are in compliance with all provisions of the U.S. Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the "Sarbanes-Oxley Act") that are then in effect as of the date hereof and with which the Company is required to comply as of the date hereof, and is actively taking steps, or will actively take steps in a timely manner, to enable it to be in compliance with other provisions of the Sarbanes-Oxley Act not currently in effect, upon the effectiveness of such provisions, or which will become applicable to the Company at all times after the date hereof;

except as disclosed in the Offering Documents including the Financial Statements contained therein (and except, in the case of defaults under Company Contracts and Company Laws (as defined below), for such breaches, violations, conflicts or defaults that do not or would not, individually or in the aggregate, have a Material Adverse Effect), neither the Company nor any of the Material Subsidiaries is in violation or default of, nor will the execution of this Agreement or the performance by the Company or the Material Subsidiaries of their obligations hereunder, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any Lien upon any property or assets of the Company or any Material Subsidiary pursuant to (i) any term or provision of the constating documents or by-laws of the Company or any Material Subsidiary or any resolution of the directors or shareholders of the Company or any Material Subsidiary; (ii) any contract (including the Material Contracts), mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease (including for real property) or licence to which the Company or any Material Subsidiary is a party or bound or to which any of the business, operations, property or assets of the Company or any Material Subsidiary is subject (collectively "Company Contracts");or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any Material Subsidiary or their business, operations or assets, of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Material Subsidiary (collectively "Company Laws");

all Material Contracts have been or will be prior to the Closing Date, made available to the Underwriter and all such Material Contracts are or will be at the Closing valid and binding obligations of the Company, as applicable. Except as would not result in a Material Adverse Effect, (i) no event of default or event which after the giving of notice or the lapse of time or both would constitute an event of default, has occurred and is outstanding under any Material Contracts; (ii) none of the Company or any Material Subsidiary is aware of any default by the other parties to each Material Contract, and (iii) none of the Company or any Material Subsidiary has waived any rights under any Material Contract;

the Company is a reporting issuer or the equivalent in good standing in all of the Qualifying Jurisdictions under the Canadian Securities Laws and the Company is in compliance, in all material respects, with all of its applicable continuous disclosure obligations and timely disclosure obligations under the Canadian Securities Laws and the rules and regulations of the TSX;

the Company is not an "ineligible issuer" in connection with the Offering pursuant to Rules 164, 405 and 433 under the 1933 Act; any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the SEC in accordance with the requirements of the 1933 Act and the applicable rules and regulations of thereunder; each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the 1933 Act and the applicable rules and regulations thereunder; except for the free writing prospectuses, if any, identified in Schedule A hereto, and electronic Road Shows, if any, each furnished to the Underwriter before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Underwriter, prepare, use or refer to, any free writing prospectus;

the Company is qualified under NI 44-101 to file a prospectus in the form of a short form prospectus in each of the Qualifying Jurisdictions and is eligible to use the Shelf Procedures;

the Company has prepared and filed with the Canadian Securities Regulators in accordance with the Shelf Procedures, the Canadian Base Prospectus and has obtained a receipt for the Canadian Base Prospectus from the AMF evidencing the receipt from itself and the OSC and representing deemed receipts from the other Canadian Securities Regulators;

as at the time of filing the WKSI Cover Letter, the Company was not an "ineligible issuer" and qualified as a "well-known seasoned issuer", in each case as defined under the WKSI Blanket Orders;

no securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use of any Offering Document, nor instituted proceedings for that purpose and, to the Knowledge of the Company, no such proceedings are pending or contemplated;

the Company or any Subsidiary (i) has not made any acquisition that is a "significant acquisition" within the meaning of Canadian Securities Laws in its current financial year or prior financial years in respect of which historical and/or pro forma financial statements would be required to be included or incorporated by reference into the Offering Documents under applicable requirements of Canadian Securities Laws, and (ii) does not currently propose to make an acquisition that has progressed to a state where a reasonable person would believe that the likelihood of the acquisition being completed is high, and that would be a "significant acquisition" within the meaning of the Canadian Securities Laws, if completed as of the date of the Offering Documents, and in respect of which historical and/or pro forma financial statements would be required to be included or incorporated by reference into the Offering Documents under applicable requirements of Canadian Securities Laws;

Computershare Investor Services Inc. at its principal office in the city of Montreal, Québec has been duly appointed as registrar and transfer agent for the subordinate voting shares;

except as disclosed in the Offering Documents, including the Financial Statements contained therein, there is no litigation or governmental or other proceeding or investigation at law or in equity before any court or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board, agency or body, domestic or foreign, in progress or pending or, to the Knowledge of the Company, threatened against, or involving the assets, properties or business of, the Company or any of the Material Subsidiaries which would result in a Material Adverse Effect or which would adversely affect the consummation of the transactions contemplated by this Agreement, or the performance by the Company or the Material Subsidiaries of their obligations hereunder;

except as would not result in a Material Adverse Effect, (i) each of the Company and the Material Subsidiaries is in compliance in all respects with the provisions of applicable federal, provincial, state, local and foreign laws and regulations respecting employment; (ii) no labour dispute with the employees of the Company or any of the Material Subsidiaries exists, or, to the Knowledge of the Company is pending, is threatened or

none of the 10 largest suppliers of the Company and the Material Subsidiaries, taken as a whole, has notified the Company or any Material Subsidiary in writing, and the Company and the Material Subsidiaries have no reason to believe, that such supplier does not intend to continue dealing with the Company or any Material Subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course;

none of the 10 largest dealers or distributors of the Company and the Material Subsidiaries, taken as a whole, has notified the Company or any Material Subsidiary in writing, and the Company and the Material Subsidiaries have no reason to believe, that such dealer or distributor does not intend to continue dealing with the Company or any Material Subsidiary on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course;

(i) there are no workers' compensation claims pending against the Company or any of the Subsidiaries that, individually or in the aggregate, would result in a Material Adverse Effect; and (ii) to the Knowledge of the Company: (a) other than as disclosed to the Underwriter, none of the executive officers of the Company described in the Offering Documents has advised the Company of any plans to terminate his or her employment, (b) except as would not result in a Material Adverse Effect, none of the executive officers of the Company described in the Offering Documents is subject to any secrecy or non-competition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such executive officer or employee to carry out fully all activities of such employee in furtherance of the Company's or such Material Subsidiary's business, and (c) except as would not result in a Material Adverse Effect, none of the executive officers of the Company described in the Offering Documents or, to the Knowledge of the Company, any other former executive of any Material Subsidiary has any claim with respect to any Intellectual Property rights of any Material Subsidiary or the Company;

neither the Company nor any of its Subsidiaries, or any of their respective directors, officers, agents or employees in each case acting on behalf of the Company or a Subsidiary, has taken any action, directly or indirectly, that could result in a violation by such persons of the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Foreign Corrupt Practices Act of 1977, as amended, or Title 18 United States Code Section 1956 and 1957 (US) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Company or the Subsidiaries and their respective operations (collectively, the "Acts"), including without limitation, making (a) any contribution, payment or gift of funds or property of the Company or the Subsidiaries or other unlawful expense relating to political activity to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction or (b) any contribution from corporate funds to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the Acts; the Company and the Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation; and no suit, action or proceeding by or before any governmental authority or any arbitrator involving the Company or any Subsidiary with respect to such legislation is in progress, pending or threatened;

the operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and the Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules or regulations, issued, administered or enforced by any governmental agency applicable to the Company and the Subsidiaries (collectively, the "Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;

neither the Company nor any of its Subsidiaries, nor any director or officer, nor, to the knowledge of the Company, any agent, employee, affiliate or representative of the Company of any of its subsidiaries, is a Person that is, or is owned or controlled by a Person that is: (a) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, Canada, Her Majesty's Treasury or other relevant Sanctions authority (collectively, "Sanctions"), nor (b) located, organized or resident in a country of territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People's Republic and the territory it controls in the Donetsk oblast of Ukraine, the so-called Luhansk People's Republic and the territory it controls in the Luhansk oblast of Ukraine; the area of the Kherson oblast of Ukraine that is illegally occupied by the Russian Federation, the area of the Zaporizhzhia oblast of Ukraine that is illegally occupied by the Russian Federation, Cuba, Iran, North Korea, and Syria);

other than in accordance with applicable law, the Company and the Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

except in each case with such exceptions as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, (i) the Company or its Subsidiaries, as the case may be, owns, free and clear of all Liens (other than Permitted Liens), all material patents, patent applications, inventions, copyrights and copyrightable works, technology, software, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trade-marks, service marks, trade names, domain names and other source indicators, and all other worldwide intellectual property rights (collectively, "Intellectual Property") or has the valid and enforceable right to use all other Intellectual Property used in the conduct of their respective businesses as now conducted by the Company and the Subsidiaries, (ii) the conduct of the business of the Company and the Subsidiaries as now conducted does not, and to the Company's knowledge will not, infringe, misappropriate, or otherwise violate any Intellectual Property of any Person, (iii) to the Company's knowledge, no

the Company and the Subsidiaries' information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, "IT Systems") are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. The Company and the Subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data ("Personal Data")) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other Person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company and the Subsidiaries have taken all necessary actions to comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof for which any non-compliance with same would be reasonably likely to create a material liability);

neither the Company nor any Subsidiary has taken any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities;

no approval, authorization, consent or other order of, permit, qualification, license, decree, and no filing, registration or recording with, any government, governmental instrumentality, authority, agency or court having jurisdiction over the Company or the Material Subsidiaries is required for the performance by the Company of its obligations under this Agreement except as have been or will be obtained or made prior to Closing;

the Company and its Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to hold such Governmental Licenses would not, individually or in the aggregate, result in a Material Adverse Effect. The Company and its Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect;

the Company and the Subsidiaries have good and marketable title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in the Offering Documents including the Financial Statements contained therein; (ii) those that do not, individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; or (iii) the Permitted Liens;

(i) the Company and the Subsidiaries, as applicable, have good and marketable title, or in the case of real property in Québec, good and valid title, to all real property owned by them as set forth under the heading "Manufacturing Facilities and Operations" in the 2024 Annual Information Form (the "Owned Properties")free and clear of all Liens, except Permitted Liens or such as do not materially affect the value of such property and do not materially interfere with the current use thereof by the Company and the Subsidiaries; (ii) any real property and buildings held under lease by the Company and the Subsidiaries (the "Leased Properties") are heldby them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the current use thereof by the Company and the Material Subsidiaries; (iii) the buildings, improvements, fixtures and other structures located on the Owned Properties and on the Leased Properties, and the operation and maintenance thereof, as now operated and maintained comply in all material respects with all applicable laws and regulations, municipal or otherwise (except where the failure to comply would not result in a Material Adverse Effect); (iv) there are no expropriation or similar proceedings, actual or threatened, of which the Company or the Subsidiaries have received written notice against or in respect of the Owned Properties or the Leased Properties; and (v) there are no agreements, options, contracts or commitments to sell, transfer or dispose of the Owned Properties or any interest therein;

to the Knowledge of the Company, none of the Company's directors or officers is now, or has ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

except as disclosed in the Offering Documents, no director or officer, former director or officer, or employee of, or any other person not dealing at arm's length with, the Company or the Subsidiaries, their respective affiliates or their respective directors, officers or employees, is or will continue after Closing to be engaged in any material transaction or arrangement with or to be a party to a material contract with, or have any material indebtedness, liability or obligation to, the Company or any of the Subsidiaries;

except as disclosed in the Offering Documents, none of the Company or any Subsidiary is a party to or bound by, and none of the business, operations, property or assets of the Company or any Subsidiary is subject to, any material non-arm's length agreements or arrangements other than on terms and at a price that would have applied if the parties had been dealing at arm's length;

except as described in or contemplated in the Offering Documents and in the Financing Instruments or as provided for under the laws applicable to the Company or any Material Subsidiaries: (i) the Company is not prohibited from paying any dividends or from making any other distributions on its share capital; and (ii) no Material Subsidiary is currently prohibited from paying any dividends to the Company, from making any other distribution on such Material Subsidiary's share capital, partnership interests or membership interests, or from repaying to the Company any loans or advances to such Material Subsidiary;

except as described in the Offering Documents, including the Financial Statements contained therein: (i) neither the Company nor any of the Subsidiaries is in violation of applicable federal, provincial, state, regional, local or foreign statute, law, rule, regulation or by-law or any other ordinance, policy, guideline or code binding on the Company or the Subsidiaries, in each case, relating to pollution, protection of human health and safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, those relating to the Release or threatened Release of pollutants, contaminants, wastes, toxic substances, hazardous substances, deleterious substances, petroleum or petroleum products, urea formaldehyde foam insulation, polychlorinated biphenyl (PCB), radon gas, asbestos containing materials or mold (collectively, "Hazardous Materials")or to the manufacture, processing, distribution, use, treatment, reporting, disclosure, labelling, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), except for such matters as would not, individually or in the aggregate, result in a Material Adverse Effect;(ii) the Company and its Subsidiaries have all Governmental Licenses required under any Environmental Law to conduct the business now operated by them and are each in compliance with the conditions and requirements of same, except for such matters as would not, individually or in the aggregate, result in a Material Adverse Effect; (iii) to the Knowledge of the Company, there are no threatened nor pending administrative, regulatory or judicial actions, suits, demand letters, claims, liens, notices, notices of non-compliance or violation, investigations or proceedings relating to any Release of Hazardous Materials or violation of any Environmental Law by the Company or any of the Subsidiaries or in connection with any Owned Properties or Leased Properties or that could result in the revocation, termination or modification of any Governmental Licenses required under any Environmental Law, except for such matters as would not individually or in aggregate, result in a Material Adverse Effect; and (iv) to the Knowledge of the Company, after due inquiry, there is and has been no Release of Hazardous Materials on, in, under or from any Owned Properties or Leased Properties, except for such matters as would not result in a Material Adverse Effect;

the Company and each of the Subsidiaries has filed all tax returns required to be filed by it and has paid all material taxes, assessments, re-assessments and all governmental charges, penalties, interest and other fines related thereto due and payable by it, and has properly withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any governmental charges, and adequate provision has been made for material taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Company or any of the Subsidiaries,

based on the Company's past, current and anticipated income and assets and projections as to the value of its assets and the market value of the Securities, the Company does not believe it was a passive foreign investment company ("PFIC") within the meaning of Section 1297 of the internal Revenue Code of 1986, as amended (the "Code"), for its most recent taxable year, and does not expect to become a PFIC for its current taxable year or in the foreseeable future;

except as disclosed in the Offering Documents, the Company has not been notified of, nor is it a party to, any agreement which in any manner affects the voting or control of any securities of the Company or any of its Material Subsidiaries;

except as described in the Offering Documents, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the 1933 Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the Offering. Except for options granted under the Option Plan, units granted under the Share Unit Plan, or any other convertible securities issued under any of the other equity incentive plans described in the Offering Documents, or except as otherwise disclosed under the Offering Documents, the holders of outstanding shares of the Company's share capital are not entitled to pre-emptive or other rights to subscribe for subordinate voting shares;

no order, ruling or determination having the effect of suspending the sale or ceasing the trading or distribution of the Securities or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the Knowledge of the Company, threatened, under any of the Canadian Securities Laws, or United States Securities Laws;

policies of insurance issued by insurers of recognized financial responsibility are maintained in respect of the operations, properties and assets, directors and officers of the Company and the Material Subsidiaries in such amounts and covering such risks as are prudent or customary in the businesses in which they are engaged, and such policies of insurance will, on and after the Closing Date, be maintained for the benefit of the Company and the Material Subsidiaries. All such policies of insurance are in full force and effect and, to the Knowledge of the Company, no material default exists under such policies of insurance as to the payment of premiums or otherwise under the terms of any such policy, there are no material claims by the Company nor any Material Subsidiary under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company and the Material Subsidiaries have no reason to believe that they will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their business, except in each case for such exceptions as would not result in a Material Adverse Effect.

copies of the minute books of the Company and the Material Subsidiaries made available to counsel for the Underwriter in connection with their due diligence investigation in respect of the Offering constitute all of the minute books of such entities and contain copies of all material proceedings in respect of matters of the shareholders and the boards of directors of the Company and the Material Subsidiaries to the date of review of such minute books and there have been no other meetings, resolutions or proceedings in respect of matters of the shareholders or board of directors of the Company to the date of review of such minute books not reflected in such minutes books other than (i) those which are not material in the context of such entities, as applicable, and (ii) minutes of the Company's board of directors meetings held on March 26 and March 27, 2024, the Company's Audit Committee meeting held on March 26, 2024, the Company's Nominating, Governance & Social Responsibility Committee held on March 26, 2024, and the Company's Human Resources and Compensation Committee held on March 26, 2024, with respect to which only agendas of the meetings were provided;

the Company's board of directors has validly appointed an audit committee and the board of directors and/or its audit committee has adopted a charter that satisfies the requirements of Regulation 52-110-Audit Committees;

except as contemplated hereby, there is no person acting at the request of the Company who is entitled to any brokerage or agency fee in connection with the sale of the Securities contemplated herein; and

the Company has a reasonable basis for disclosing any forward looking information contained in the Offering Documents.

REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER

it has been formed and is existing under the laws of the jurisdiction of its formation and has all (corporate) power and authority (acting through its general partner) to own, lease and operate its properties and assets, including to own the Securities to be sold by it to the Underwriter;

it has the requisite power, authority and capacity (acting through its general partner) to enter into this Agreement, and to perform its obligations hereunder, including to sell the Securities to be sold by it to the Underwriter;

this Agreement has been duly authorized, executed and delivered by the Selling Shareholder (acting through its general partner) and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

as of the date hereof, and as of the Closing Time, and prior to delivery to the Underwriter, the Selling Shareholder will be the beneficial owner of the Securities to be sold and delivered by it (or the beneficial owner of multiple voting shares of the Company convertible into the number of Securities to be sold and delivered by it);

as of the date hereof, other than as disclosed in the Offering Documents or as has been waived in full in respect of the Offering, no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase of any of the Securities owned by the Selling Shareholder;

all actions required to be taken by or on behalf of the Selling Shareholder or its general partner, including the passing of all requisite resolutions, so as to duly sell and deliver the Securities held by the Selling Shareholder (or, as applicable, to be held by the Selling Shareholder further to the conversion of the multiple voting shares of the Company currently held by it) have been taken;

except, with respect to Selling Shareholder Contracts (as defined below) and Selling Shareholder Laws (as defined below), for such breaches, violations, conflicts or defaults that do not or would not, individually or in aggregate, preclude the Selling Shareholder from complying with its obligations hereunder, the Selling Shareholder is not in violation or default of, nor will the execution and delivery of this Agreement, and the performance by the Selling Shareholder of its obligations under this Agreement, including the sale of the Securities to be sold by the Selling Shareholder, result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Selling Shareholder pursuant to (i) any term or provision of the constating documents or by-laws or any resolution of the directors or shareholders, (ii) any material contract, note, indenture, joint venture or partnership arrangement or license to which the Selling Shareholder is a party or bound or to which any of the business, operations, property or assets of the Selling Shareholder are subject (collectively, the "Selling Shareholder Contracts"), or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Selling Shareholder or the business, operations or assets of the Selling Shareholder, of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Selling Shareholder (collectively, the "Selling Shareholder Laws");

(A) on the Closing Date, the Selling Shareholder will have beneficial ownership of the Securities to be sold by it, free and clear of any Lien (other than restrictions on transfer that have been waived in full in respect of the Offering), except as provided in this Agreement; (B) the Selling Shareholder has, and will have, on the Closing Date, the full right, power and authority (acting through its general partner) to sell, assign, transfer and deliver the Securities to be sold by it to the Underwriter hereunder; and (C) upon delivery of the Securities to be sold by it and payment of the Purchase Price, the Underwriter will obtain beneficial ownership of the Securities to be acquired by it from the Selling Shareholder, free and clear of any Lien;

neither the Selling Shareholder nor any affiliate of the Selling Shareholder has taken, nor will the Selling Shareholder or any affiliate of the Selling Shareholder take, any action which is designed to or which constitutes or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities;

no approval, authorization, consent or other order of, permit, qualification, license, decree, and no filings, registration or recording with, any government, governmental instrumentality, authority, agency or court having jurisdiction over the Selling Shareholder is required by the Selling Shareholder for the performance by the Selling Shareholder of its obligations hereunder in connection with the sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement, except as have been or will be obtained or made prior to the Closing;

other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any brokerage or agency fee in connection with the sale of the Securities;

the Selling Shareholder represents and warrants that it has complied with or obtained a waiver of all requirements required to be obtained by it, in connection with the Offering under the Registration Rights Agreement;

the Selling Shareholder represents and warrants that either: (i) it is not (1) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (2) a plan or account subject to Section 4975 of the Code, or (3) an entity deemed to hold "plan assets" of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise; or (ii) the sale of the subordinate voting shares of the Company to the Underwriter will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any other laws or regulations that are similar to such provisions of ERISA or the Code;

the Selling Shareholder will not, directly or indirectly, use the proceeds of the Offering, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering, whether as underwriter, advisor, investor or otherwise);

each delivery of the Preliminary Offering Documents, the Final Offering Documents and any Offering Document Amendment in respect of the Preliminary Offering Document or the Final Offering Documents to the Underwriter by the Company in accordance with this Agreement will constitute representation and warranty of the Selling Shareholder to the Underwriter that at the respective times of delivery, the Selling Shareholder Matters as applicable to the Selling Shareholder are true and correct in all material respects and contain no misrepresentation; and

as of the date hereof, as of the Closing Date, the sale of the Securities by the Selling Shareholder is not prompted by any material non-public information concerning the Company or the Subsidiaries that is required to be disclosed in the Offering Documents and is not so disclosed.

COMMERCIAL COPIES

CHANGE OF THE CLOSING DATE

the date on which all applicable filings or other requirements of Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any necessary Passport System decision documents obtained for such filings and notice of such filings from the Company or its counsel have been received by the Underwriter; and

the date upon which the commercial copies of any Offering Document Amendments have been delivered in accordance with Section 8;

COMPLETION OF DISTRIBUTION

MATERIAL CHANGE OR CHANGE IN MATERIAL FACT DURING DISTRIBUTION AND OTHER COVENANTS

During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Securities under the Final Offering Documents, the Company shall, promptly after receiving notice or obtaining knowledge, notify the Underwriter, the Selling Shareholder and their counsel in writing of the full particulars of:

(a) the issuance by any securities commission, stock exchange or comparable authority of any order suspending or preventing the use of any of the Offering Documents, (b) the suspension of the qualification of the Securities for offering or sale in any of the Qualifying Jurisdictions or in the United States, (c) the institution, threatening or contemplation of any proceeding for any of those purposes, or (d) any requests made by any securities commission, stock exchange or comparable authority for amending or supplementing any of the Offering Documents, or for additional information, and will use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly;

any material change (whether actual, anticipated, contemplated or proposed by, or threatened) or development involving a prospective material change in the results of operations, condition (financial or otherwise), business, affairs, assets, properties, liabilities (contingent or otherwise), cash flows, income, business operations or capital of the Company and the Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business;

any material fact that has arisen or has been discovered and would have been required to have been stated in the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and

any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which fact or change is, or may be, in any case, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the Closing Date and the date of completion of the distribution of the Securities under the Final Offering Documents.

During the period from the date of this Agreement to the later of the Closing Date and the date of completion of distribution of the Securities under the Final Offering Documents, the Selling Shareholder shall promptly notify the Underwriter and the Company in writing of the full particulars of any material change which is of such a nature as to render any of the Selling Shareholder Matters applicable to the Selling Shareholder untrue or misleading in any material respect or to result in any misrepresentation in Selling Shareholder Matters applicable to the Selling Shareholder.

The Company shall promptly, and in any event within any applicable time limitation, comply to the satisfaction of the Underwriter, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any fact or change contemplated under Sections 11.1 or 11.2, provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without

The Company covenants and agrees with the Underwriter that it will:

promptly provide to the Underwriter, and will cause each of the Subsidiaries to provide to the Underwriter, during the period commencing on the date hereof and until completion of the distribution of the Securities, copies of any filings made by the Company or the Subsidiaries of information relating to the offering of the Securities with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and

promptly provide to the Underwriter, during the period commencing on the date hereof and until completion of the distribution of the Securities, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriter and the Underwriter's counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriter's counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the Toronto Stock Exchange or the Nasdaq and further provided that the consent of the Underwriter shall not be required for the issuance of any such press releases.

The Selling Shareholder covenants and agrees with the Underwriter thatthe Selling Shareholder will deliver to the Underwriter, without charge, in Montreal, Québec, contemporaneously with or prior to the filing thereof, a copy of any document required to be filed by the Selling Shareholder under Canadian Securities Laws or United States Securities Laws in connection with the offering of the Securities contemplated by this Agreement (it being understood and agreed that public filings through SEDAR+, SEDI (System for Electronic Disclosure by Insiders) or EDGAR will satisfy this requirement).

UNDERWRITING FEE

DELIVERY OF PURCHASE PRICE, UNDERWRITING FEE AND SECURITIES

DELIVERY OF ELECTRONIC POSITIONS

CONDITIONS TO THE UNDERWRITER'S OBLIGATION TO PURCHASE THE SECURITIES

Delivery of Opinions

The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter (and if required for opinion purposes, counsel to the Underwriter) from Stikeman

The Underwriter shall have received at the Closing Time (i) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, U.S. counsel to the Company, as to the laws of the United States, substantially in the form of Exhibit 2 hereto, (ii) the negative assurance statement, dated the Closing Date, of Ropes & Gray LLP, U.S. counsel to the Company, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter, substantially in the form of Exhibit 3 hereto, and (iii) a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter from Ropes & Gray LLP, as U.S. counsel to Bain, as to the laws of the United States, substantially in the form of Exhibit 4 hereto.

The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Fasken Martineau DuMoulin LLP, on behalf of Bain, substantially in the form of Exhibit 5 hereto.

The Underwriter shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriter, acting reasonably, addressed to the Underwriter and counsel to the Underwriter from Maples and Calder (Cayman) LLP, on behalf of Bain, substantially in the form of Exhibit 6 hereto.

The Underwriter shall have received at the Closing Time a legal opinion of McCarthy Tétrault LLP, dated the Closing Date, addressed to the Underwriter with respect to certain matters in Section 15.1(i); provided that McCarthy Tétrault LLP shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada, Alberta, British Columbia, Québec and Ontario, as to matters of fact, on certificates of the auditors of the Company, public officials and officers of the Company; and provided further that such counsel shall be entitled to rely on the opinions of counsel to the Company with respect to certain of such matters.

The Underwriter shall have received at the Closing Time a letter from Simpson Thacher & Bartlett LLP, as U.S. counsel to the Underwriter, dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and such counsel shall have received such documentation and information as they may reasonably request to enable them to prepare such a letter.

Delivery of Comfort Letter at Closing

The Underwriter shall have received from Deloitte LLP at the Closing Time a "bring-down" comfort letter dated the Closing Date, in form and substance satisfactory to the Underwriter, acting reasonably, addressed to the Underwriter and the directors of the Company, confirming the continued accuracy of the comfort letter to be addressed to the Underwriter and the directors of the Company pursuant to Section 4.4 with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriter, acting reasonably.

Delivery of Certificates

The Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriter and counsel to the Underwriter signed by appropriate officers of the Company, in form and substance satisfactory to the Underwriter, acting reasonably, with respect to the constating documents and by-laws of the Company (and of each of the Material Subsidiaries), all resolutions of the board of directors of the Company relating to this Agreement, the incumbency and specimen signatures of signing officers of the Company.

The Underwriter shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriter and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other senior officers of the Company acceptable to the Underwriter, certifying for and on behalf of the Company (and without personal liability) after having made enquiry and after having examined the Offering Documents that:

since the date of this Agreement, there has been no Material Adverse Change and no material transaction has been entered into by the Company or the Subsidiaries other than as disclosed in the Final Offering Documents;

the Final Offering Documents (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use in the Final Offering Documents) (i) do not contain a misrepresentation; (ii) in the case of the Canadian Final Prospectus do contain full, true and plain disclosure of all material facts relating to the Company and the Securities; (iii) do not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Securities or any other securities of the Company has been issued by any regulatory authority or governmental entity in Canada or the United States, and no proceedings for that purpose has been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority or governmental entity in Canada or the United States;

the Company has complied in all material respects with the covenants, terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time; and

the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all material respects as of that date only, and except in respect of any representations and warranties that are subject to a materiality qualification in which case they will be true and correct in all respects.

The Underwriter and the Company shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriter and the Company and signed by appropriate officers or other representative (including the holder of a power of attorney) of the Selling Shareholder's general partner, for and on behalf of the Selling Shareholder (without personal liability), with respect to:

all resolutions of the general partner of the Selling Shareholder relating to this Agreement, the incumbency and specimen signatures of signing officers of the general partner of the Selling Shareholder, and the following matters:

the signatories of such certificate have carefully examined the Selling Shareholder Matters in the Final Offering Documents and this Agreement;

the representations and warranties of the Selling Shareholder contained in this Agreement are true and correct in all material respects as of the Closing Time, with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification, in which case, they will be true and correct in all respects; and

the Selling Shareholder has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time.

The Underwriter shall have received on the date hereof and at the Closing Time a certificate in form and substance satisfactory to the Underwriter addressed to the Underwriter and signed by the Chief Financial Officer of the Company with respect to certain financial information contained in the Offering Documents.

Additional Conditions

The Selling Shareholder (acting through its general partner) will have executed a lock-up agreement in the form set forth in Schedule C; and

The Securities being listed and posted for trading on the TSX and the Nasdaq as of the opening of business on the Closing Date.

RIGHTS OF TERMINATION

Proceedings to Restrict Distribution

Disaster-Out Clause

there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any outbreak or escalation of national or international hostilities or any crisis or calamity or any governmental action, law, regulation, inquiry or other similar occurrence, or trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the Nasdaq, or the TSX, or trading of any securities of the Company shall have been suspended on the TSX or the Nasdaq, or any change in financial markets, currency exchange rates or controls which, in the reasonable view of the Underwriter, materially adversely affects or is reasonably expected to materially adversely affect the financial markets in Canada or in the United States or the business, operations or affairs of the Company and the Subsidiaries, taken as a whole;

any inquiry, investigation or other proceeding, or order, ruling or other pronouncement is issued or announced under or pursuant to any relevant statute or by any stock exchange or other regulatory authority, which, in the reasonable view of the Underwriter, operates to prevent, suspend, restrict, inhibit or otherwise adversely affect the trading in, or which materially adversely impacts the distribution of the Securities;

Material Change or Change in Material Fact

Non-Compliance With Conditions

Exercise of Termination Rights

INDEMNITY

Rights of Indemnity

The Company agrees to indemnify and save harmless the Underwriter and each of its affiliates and its directors, officers, employees and agents, and each person, if any, controlling the Underwriter or any of its subsidiaries and each shareholder of the Underwriter (collectively, the "Indemnified Parties" and individually an "Indemnified Party")from and against all losses (other than losses of profit or other consequential damages in connection with the distribution of the Securities), costs, expenses, claims, actions, damages and liabilities, joint or solidary, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all reasonable expenses including the reasonable fees and expenses of counsel of the Underwriter that may be reasonably incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the "Claims"),to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly:

any information or statement (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with written information furnished to the Company by the Underwriter, specifically for use in the Offering Documents) contained in the Preliminary Offering Documents, the Final Offering Documents or any Offering Document Amendment or in any certificate of the Company delivered pursuant to this Agreement that, at that time and in light of the circumstances under which it was made, contains or is alleged to contain (i) a misrepresentation; (ii) with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to the Registration Statement, an untrue statement of material fact that is required to be stated therein or that is necessary in order to make the statements therein not misleading;

any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with information furnished to the Company by the Underwriter, specifically for use in the Offering Documents) contained in the Preliminary Offering Documents, the Final Offering Documents or any Offering Document Amendment, preventing or restricting the trading in or the sale or distribution of the Securities in any jurisdiction;

the non-compliance or alleged non-compliance by the Company with any of the Canadian Securities Laws or United States Securities Laws; or

any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement.

The Selling Shareholder agrees to indemnify and save harmless each of the Indemnified Parties from and against all Claims to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly:

any information or statement contained in any Selling Shareholder Matter or in any certificate of the Selling Shareholder delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain (i) a misrepresentation, (ii) with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) with respect to the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein not misleading;

any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation contained in any Selling Shareholder Matter, preventing or restricting the trading in or the sale or distribution of the Securities in any jurisdiction;

the non-compliance or alleged non-compliance by the Selling Shareholder with any of the Canadian Securities Laws or United States Securities Laws; or

any breach by the Selling Shareholder of its representations, warranties, covenants or obligations to be complied with under this Agreement.

The rights of indemnity contained in this Section 17 will not inure to the benefit of the Indemnified Parties if the person asserting any claim contemplated by this Section 17 was not provided by the Indemnified Parties with a copy of any Offering Document or Offering Document Amendment which corrects any untrue statement or information, misrepresentation (for the purposes of Canadian Securities Laws or United States Securities Laws) or omission which is the basis of the Claim and which is required under Securities Laws to be delivered to that person by the Underwriter or Selling Firms.

Notification of Claims

Right of Indemnity in Favour of Others

Retaining Counsel

CONTRIBUTION

Rights of Contribution

contribute to the aggregate of all claims, expenses, costs and liabilities and all losses of a nature contemplated by Section 17 in such proportions as is appropriate to reflect:

as between the Selling Shareholder and the Underwriter, the relative benefits received by the Selling Shareholder on the one hand and by the Underwriter on the other hand from the Offering, provided, however, that in no case shall the Underwriter be responsible for any amount in excess of the Underwriting Fee;

as between the Company and the Selling Shareholder, as set forth in the Registration Rights Agreement; and

as between the Company and the Underwriter, the relative fault of the Company on the one hand and the Underwriter on the other hand, provided, however, that in no case shall the Underwriter be responsible for any amount in excess of the Underwriting Fee; and

if the allocation provided by Section 18.1(i)(A) above is not permitted by applicable law, the Selling Shareholder, on the one hand and the Underwriter on the other hand, shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Selling Shareholder on the one hand and of the Underwriter on the other hand in connection with the statements or omissions which resulted in such liabilities, claims, losses, costs, damages or expenses as well as any other relevant equitable considerations. As regards Section 18.1(i)(A) above, benefits received by the Selling Shareholder shall be deemed to be equal to the total proceeds (before deducting expenses) received by them from the offering of the Securities purchased by the Underwriter from the Selling Shareholder, and benefits received by the Underwriter shall be deemed to be equal to the total Underwriting Fee received from the Selling Shareholder. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided, with respect to 18.1(i)(i)(C) above, by the Company on the one hand or, on the other hand, the Underwriter;

Rights of Contribution in Addition to Other Rights

Calculation of Contribution

the portion of the full amount of the loss or liability giving rise to such contribution for which the Indemnified Parties are responsible, as determined in Sections 18.1 or 18.2, as the case may be; and

the amount of the Underwriting Fee actually received by the Underwriter from the Selling Shareholder under this Agreement;

Notice

Right of Contribution in Favour of Others

Remedy Not Exclusive

SEVERABILITY

EXPENSES

Fees and Expenses of Offering

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the sale and delivery of the Securities and all reasonable expenses of or incidental to all other matters in connection with the transactions set out in this Agreement shall be borne by the Company including, without limitation, fees and expenses payable in connection with the qualification of the Securities for distribution and expenses with respect to the sale and delivery of the Securities, the fees relating to arranging for clearance and settlement arrangements for the sale of the Securities, all fees and disbursements of counsel to the Company and the Selling Shareholder, all fees and expenses of the Company's auditors, accountants, translators and other advisors, all costs incurred in connection with the preparation, translating, filing and printing of the Offering Documents, any Offering Document Amendment, "green sheets" and certificates representing the Securities (including any transfer taxes and any stamp or other taxes or duties payable upon the sale and delivery of the Securities to the Underwriter), all filing fees, attorneys' fees and expenses incurred by the Company or reasonably incurred by the Underwriter in connection with the review and qualification of the Offering of the Securities by the Financial Industry Regulatory Authority, all filing fees, attorneys' fees and expenses incurred by the Company or reasonably incurred by the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the 'Blue Sky' laws and, if requested by the Underwriter, preparing and printing a 'Blue Sky Survey' or memorandum, and any supplements thereto, and advising the Underwriter of such qualifications, registrations and exemptions, the fees and expenses of the Company's transfer agent, all reasonable expenses associated with any roadshows and marketing activities of the Company including travel and lodging expenses in connection with due diligence and marketing activities and all taxes payable in respect of any of the foregoing to the extent that they are not recoverable.

To the extent applicable, all expenses and other amounts payable under the terms of this Agreement shall be paid without any set-off.

Fees and Expenses of Underwriter

RESTRICTIONS OF ISSUANCES AND SALES

STABILIZATION

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

TIME, ASSIGNMENT

GOVERNING LAW

NO FIDUCIARY DUTY

NOTICE

a notice that is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and

a notice that is sent by e-mail shall be deemed to be given and received on the first Business Day following the day on which it is sent.

COUNTERPARTS

USA PATRIOT ACT

ENTIRE AGREEMENT

Accepted, on this 17^th day of April 2024.

BAIN CAPITAL INTEGRAL INVESTORS II, L.P. acting by its general partner, BAIN CAPITAL INVESTORS, LLC

Per: (signed) Martin Langelier

Name: Martin Langelier

Title: Chief Legal Officer

Per: (signed) Sébastien Martel

Name: Sébastien Martel

Title: Chief Financial Officer

Printed Name of Person Signing

(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

No consent, approval, authorization, filing with or order of any New York or federal court or governmental agency not obtained or in effect as of the date hereof is required under the applicable New York or federal law to which the Company is subject for the execution and delivery by the Company of the Underwriting Agreement or the sale by the Selling Shareholder of the Shares in the manner set forth and subject to the terms and conditions in the Underwriting Agreement and the Registration Statement, except for such as may be required under the Act or under state securities or "blue sky" laws as to which we express no opinion.

The Company is not and immediately following the Closing of the sale of the Shares as described in the Registration Statement and the Prospectus will not be, required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended.

No consent, approval, authorization, filing with or order of any New York or federal court or governmental agency not obtained or in effect as of the date hereof is required to be obtained by the Selling Shareholder under applicable New York or federal law to which the Selling Shareholder is subject for the execution and delivery by the Selling Shareholder of the Underwriting Agreement or the sale by the Selling Shareholder of the Shares in the manner set forth in and subject to the terms and conditions in the Transaction Documents except for such as may be required under the Act or under state securities laws or "blue sky" laws as to which we express no opinion.

Neither the execution and delivery by the Selling Shareholder of the Underwriting Agreement nor the sale by the Selling Shareholder of the Shares in the manner set forth in and subject to the terms and conditions of the Underwriting Agreement will violate applicable New York or federal law applicable to the Selling Shareholder, except that we express no opinion as to any federal or state securities or "blue sky" laws, including the antifraud provisions thereof.

no approval, authorization, consent or other order of, permit, qualification, license, decree, and no filings, registration or recording with, any government, governmental instrumentality, authority, agency or court having jurisdiction over Bain is required of Bain under the laws of the Provinces of Québec and Ontario and the federal laws of Canada applicable therein for the performance by Bain of its obligations under the Underwriting Agreement in connection with the sale of the Securities thereunder or the consummation of the transactions contemplated by the Underwriting Agreement except as have been obtained or made prior to the date hereof.

no opinion is herein expressed as to the enforceability of any of the provisions of the Underwriting Agreement;

The General Partner has been duly registered as a foreign company under Part IX of the Companies Act and is in good standing with the Registrar of Companies under the laws of the Cayman Islands.

The Partnership has been duly formed and registered and is validly existing and in good standing with the Registrar of Exempted Limited Partnerships as an exempted limited partnership under the laws of the Cayman Islands.

The Partnership has all requisite capacity, power and authority under the Partnership Agreement to enter into and perform its obligations under the Transaction Documents.

The execution and delivery of the Transaction Documents do not, and the performance by the Partnership of its obligations under the Transaction Documents will not, conflict with or result in a breach of any of the terms or provisions of the Partnership Agreement or any law, public rule or regulation applicable to the General Partner or the Partnership currently in force in the Cayman Islands.

The execution, delivery and performance of the Transaction Documents have been authorised in accordance with the provisions of the Partnership Agreement and upon the execution and unconditional delivery of the Transaction Documents on behalf of the General Partner acting in its capacity as general partner of the Partnership, the Transaction Documents will have been duly executed and delivered by the Partnership and will constitute the legal, valid and binding obligations of the Partnership enforceable in accordance with their terms.

No authorisations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in the Cayman Islands in connection with:

the execution, creation or delivery of the Transaction Documents by and on behalf of the Partnership;

subject to the payment of the appropriate stamp duty, enforcement of the Transaction Documents by or against the Partnership; or

the performance by the Partnership of its obligations under the Transaction Documents.

No taxes, fees or charges (other than stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of:

the execution or delivery of the Transaction Documents;

the enforcement of the Transaction Documents; or

payments made under or pursuant to, the Transaction Documents.

The courts of the Cayman Islands will observe and give effect to the choice of the Relevant Law as the governing law of the Transaction Documents.

Based solely on our search of the Register of Writs and Other Originating Process (the "Court Register") maintained by the Clerk of the Court of the Grand Court of the Cayman Islands (the "Grand Court") from the date of formation of the Partnership and registration of the General Partner to the close of business (Cayman Islands time) on [•] 2024 (the "Litigation Search"), the Court Register disclosed no writ, originating summons, originating motion, petition (including any petition for the winding-up of the Partnership or the General Partner or for the appointment of restructuring officers or interim restructuring officers thereto), counterclaim nor third party notice (the "Originating Process") nor any amended Originating Process pending before the Grand Court, in which the Partnership or the General Partner is identified as a defendant or respondent.

Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the Relevant Jurisdiction, a judgment obtained in such jurisdiction will be recognised and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court, provided such judgment:

is given by a foreign court of competent jurisdiction;

imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

is final;

is not in respect of taxes, a fine or a penalty; and

was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Transaction Documents that any document be filed, recorded or enrolled with any governmental authority or agency or any official body in the Cayman Islands.