SEDAR VERSION

UNDERWRITING AGREEMENT

February 22, 2013

Colabor Group Inc. 1620 de Montarville Boulevard Boucherville, Québec J4B 8P4

Attention: Claude Gariépy President and Chief Executive Officer

Dear Sir:

National Bank Financial Inc. (the “ Underwriter ”) understands that Colabor Group Inc. (the “ Corporation ”) has agreed, subject to the terms and conditions stated herein, to issue and sell 1,987,000 Common Shares (as defined herein) to the Underwriter (or substituted purchasers) in the Qualifying Provinces (as defined herein) on a bought deal, private placement basis under one or more exemptions from the prospectus requirements under Securities Laws (as defined herein) in accordance with the terms and conditions described in this underwriting agreement (the “ Purchased Shares ”) for distribution to the public (the “ Offering ”).

We further understand that concurrently with the Offering, the Caisse de dépôt et placement du Québec (“ CDPQ ”) intends to purchase on a private placement basis 1,987,000 Common Shares from the treasury of the Corporation at the Purchase Price (as defined herein) for gross proceeds of $15,001,850 (the “ CDPQ Private Placement ”).

Purchase and Sale

Except as expressly provided herein, the sale of the Purchased Shares is to be effected in reliance upon exemptions from the prospectus requirements of the securities laws of each of the provinces of Canada (the “ Qualifying Jurisdictions ”). The parties agree that any offer or sale of the Purchased Shares in any state of the United States (the “ U.S. Jurisdictions ”) will be made in accordance and in compliance with the terms of this Agreement (as defined herein) in a transaction exempt from the registration requirements of the U.S. Securities Act (as defined herein) and any applicable state securities laws. Further, any resale of the Purchased Shares shall be subject to any regulatory hold periods applicable under Securities Laws or U.S. Securities Laws (as defined herein).

Based upon the foregoing and subject to the terms, conditions, covenants, representations, warranties and agreements contained herein, the Underwriter offers to purchase from the Corporation, and the Corporation hereby agrees to sell to the Underwriter at the Closing Time, all, but not less than all, of the Purchased Shares, at a price of $7.55 per Purchased Share (the “ Purchase Price ”), for gross proceeds of $15,001,850.

• 2 -

The Underwriter understands that the Corporation will used the gross proceeds from the Offering for the Proposed Acquisition (as defined herein), to repay indebtedness and for general corporate purposes.

In consideration of (i) the agreement of the Underwriter to purchase the Purchased Shares on a bought deal, private placement basis, and (ii) the services rendered and to be rendered by the Underwriter in connection with the foregoing, the Corporation agrees to pay, or cause to be paid to the Underwriter at the Closing Time, an underwriting fee equal to XXX % [Redacted for confidentiality reasons.] (exclusive of federal goods and services tax and provincial sales tax, if applicable) of the aggregate amount of the Purchased Shares purchased, or $XXX [Redacted for confidentiality reasons.] per Purchased Share (the “ Underwriting Fee ”).

The closing of the purchase and sale of the Purchased Shares will take place at the Closing Time as more particularly described herein.

Section 1.1 Definitions and Interpretation

• (1) Where used in this Agreement, or in any amendment to this Agreement, the following terms will have the following meanings, respectively:

• (a) “ 2096935 Ontario Ltd ” means 2096935 Ontario Ltd (doing business as “Skor Cash & Carry”), a corporation incorporated under the laws of Ontario;

• (b) “ Acquisition Agreements ” means the asset purchase agreements between the Corporation and each of T. Lauzon ltée and Salaison G. Lauzon inc., entered into on February 14, 2013, relating to the Proposed Acquisition;

• (c) “ affiliate ” or “ associate ” when used to indicate a relationship with a person or company, has the same meaning ascribed thereto in the Securities Act (Québec);

• (d) “ Agreement ” means the agreement resulting from the acceptance by the Corporation of the offer made by the Underwriter by way of this letter;

• (e) “ Arrangement Agreement ” means the arrangement agreement made as of July 8, 2009 between Colabor Income Fund, the Corporation (then named “Conjuchem Biotechnologies Inc.”), 4503996 Canada Inc. and 4523482 Canada Inc.;

• (f) “ Beneficiaries ” has the meaning given to that term in Section 8.2(3);

• (g) “ Board ” means the board of directors of the Corporation;

• (h) “ Business ” means the food, food-related and non-food products wholesale and distribution business currently carried on, directly or indirectly, by the Corporation;

• 3 -

• (i) “ Business Day ” means a day other than a Saturday, a Sunday or a day on which chartered banks are not open for business in Montreal, Québec;

• (j) “ CDPQ ” has the meaning given to that term above;

• (k) “ CDPQ Agreement ” means the subscription agreement between CDPQ and the Corporation dated the date hereof and providing for the CDPQ Private Placement;

• (l) “ CDPQ Private Placement ” has the meaning given to that term above;

• (m) “ CDPQ Shares ” means the Common Shares issued to CDPQ under the CDPQ Private Placement;

• (n) “ Change of Control ” has the meaning given to that term above;

• (o) “ Claims ” and individually a “ Claim ” means losses or damages (other than losses of profit), claims, actions, suits, proceedings, liabilities, costs and expenses, including all amounts paid in settlement of any actions, suits, proceedings or to satisfy judgments or awards, and all reasonable fees, disbursements and taxes of counsel in connection with (i) any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or (ii) the Indemnified Party enforcing its rights of indemnification or contribution under this agreement;

• (p) “ Class A Ordinary LP Units ” means the units of Colabor LP designated as Class A Ordinary LP Units under the Colabor LP Partnership Agreement;

• (q) “ Closing ” means the completion of the issue and sale by the Corporation, and the purchase by the Underwriter, of the Purchased Shares pursuant to this Agreement;

• (r) “ Closing Date ” means March 4, 2013 or any earlier or later date as may be agreed to in writing by the Corporation and the Underwriter, acting reasonably, but will in any event be not later than March 18, 2013;

• (s) “ Closing Time ” means 8:00 a.m. (Montreal time) on the Closing Date, or any other time on the Closing Date as agreed to by the Corporation and the Underwriter;

• (t) “ Colabor LP ” means Colabor Limited Partnership, a limited partnership established under the laws of the Province of Québec of which the Corporation is the sole limited partner and the General Partner is the sole general partner;

• (u) “ Colabor LP Partnership Agreement ” means the amended and restated limited partnership agreement of Colabor LP, as amended by amendment #1 and amendment #2, pursuant to which Colabor LP is governed;

• 4 -

• (v) “ Common Shares ” means common shares in the share capital of the Corporation;

• (w) “ Corporation ” means Colabor Group Inc.;

• (x) “ Corporate Entities ” means, collectively, the Corporation, Colabor LP, the General Partner, Viandes Drolet Inc., 2096935 Ontario Ltd and Les Pêcheries Norref Québec Inc. and each of their respective affiliates and each is referred to as a “ Corporate Entity ”;

• (y) “ CRA Proceeding ” means the Canada Revenue Agency draft notices of reassessment received by the Corporation on January 25, 2013 relating to the tax consequences of the Corporation’s conversion from an income fund structure to a corporation pursuant to the Arrangement Agreement;

• (z) “ Credit Facilities ” means the current operating credit facilities made available to the Corporation and described in the Disclosure Documents;

• (aa) “ Debentures ” means the 5.70% convertible unsecured subordinated debentures of the Corporation issued pursuant to the trust indenture entered into between the Corporation and Computershare Trust Company of Canada on April 20, 2010;

• (bb) “ distribution ” means distribution or distribution to the public, as the case may be, for the purposes of the Securities Laws or any of them;

• (cc) “ Disclosure Documents ” means, collectively, the following documents of the Corporation:

• (i) the annual information form dated March 21, 2012, for the year ended December 31, 2011;

• (ii) the Financial Statements;

• (iii) the material change report dated January 5, 2012 relating to the acquisition of Viandes Décarie Inc.;

• (iv) the management proxy circular dated April 2, 2012, prepared in connection with the annual general meeting of shareholders of the Corporation held on May 2, 2012; and

• (v) any press release or other document or information filed by the Corporation on SEDAR as of January 1, 2012 up to and including the Closing Time;

• (dd) “ Exchange Act ” means the United States Securities Exchange Act of 1934 , as amended;

• 5 -

• (ee) “ Exchangeable LP Units ” means the units of Colabor LP designated as “Exchangeable LP Units” under the Colabor LP Partnership Agreement;

• (ff) “ Financial Statements ” means the audited consolidated financial statements of the Corporation as at December 31, 2011 and December 31, 2010, and as at January 1, 2010 together with the notes thereto and the independent auditor’s report thereon and the management discussion and analysis for the year ended December 31, 2011 and the unaudited interim consolidated financial statements of the Corporation for the 84-day period ended September 8, 2012 and September 10, 2011, together with the notes thereto and the management discussion and analysis for the 84-day period ended September 8, 2012;

• (gg) “ General Partner ” means Colabor Management Inc., a corporation incorporated under the laws of Canada;

• (hh) “ GP Units ” means the units of Colabor LP designated as “GP Units” under the Colabor LP Partnership Agreement;

• (ii) “ including ” means including without limitation;

• (jj) “ Indemnified Party ” has the meaning given to that term in Section 8.2(1);

• (kk) “ Les Pêcheries Norref Québec Inc. ” means Les Pêcheries Norref Québec Inc., a corporation incorporated under the laws of Québec;

• (ll) “ Lien ” means any mortgage, charge, pledge, hypothec, prior claim, security interest, assignment lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, including any arrangement or condition which, in substance, secures payment or performance of an obligation;

• (mm) “ LP Units ” means, collectively, the Ordinary LP Units, the Class A Ordinary LP Units, the Exchangeable LP Units and the GP Units;

• (nn) “ Material Adverse Effect ” or “ Material Adverse Change ” means any effect or change in the affairs of the Corporate Entities or the Business, taken as a whole, that is or is reasonably likely to be materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), obligations, cash flow, income, affairs, business operations or prospects of any of the Corporate Entities or the Business, taken as a whole and as a going concern, after giving effect to this Agreement and the transactions contemplated hereby or that is materially adverse to the completion of the transactions contemplated by this Agreement;

• (oo) “ material change ” means a change in the business, operations, affairs, securities or capital of the Corporate Entities or the Business that significantly affects, or that would reasonably be expected to have a significant effect on the market price or value of any securities of the Corporation and includes a

• 6 -

decision to implement such a change made by the Board or by management of the Corporation or Colabor LP who believed that confirmation of the decision by the Board is probable;

• (pp) “ material fact ” means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of any securities of the Corporation;

• (qq) “ misrepresentation ” has the meaning given to that term in the applicable Securities Laws;

• (rr) “ NBF ” has the meaning given to that term above;

• (ss) “ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligations ;

• (tt) “ NI 52-108 ” means National Instrument 52-108 – Auditor Oversight ;

• (uu) “ Offering ” has the meaning given to that term above;

• (vv) “ Ordinary LP Units ” means the units of Colabor LP designated as “Ordinary LP Units” under the Colabor LP Partnership Agreement;

• (ww) “ Person ” means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or any other entity however designated or constituted;

• (xx) “ Prospectus Exemptions ” has the meaning given to that term in Section 2.1(1);

• (yy) “ Proposed Acquisition ” means the proposed acquisition by the Corporation of certain assets of T. Lauzon ltée and Salaison G. Lauzon inc., two privatelyheld Québec-based food distributors, pursuant to the Acquisition Agreements, substantially upon the terms and conditions described in the Acquisition Agreements;

• (zz) “ Purchase Price ” has the meaning given to that term above;

• (aaa) “ Purchased Shares ” has the meaning given to that term above;

• (bbb) “ Purchasers ” means the purchasers of the Purchased Shares collectively as contemplated herein and any reference thereto includes the Underwriter or any substituted or ultimate purchaser;

• (ccc) “ Qualifying Jurisdictions ” means all provinces of Canada;

• 7 -

• (ddd) “ Regulation D ” means Regulation D adopted by the Securities and Exchange Commission under the U. S. Securities Act;

• (eee) “ Regulation S ” means Regulation S adopted by the Securities and Exchange Commission under the U. S. Securities Act;

• (fff) “ Securities Commission ” means the applicable securities commission or regulatory authority in each of the Qualifying Jurisdictions;

• (ggg) “ Securities Laws ” means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions and the respective regulations and rules made under those securities laws together with all applicable published policy statements, blanket orders and rulings of the Securities Commissions and all published discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement;

• (hhh) “ SEDAR ” means the System for Electronic Document Analysis and Retrieval;

• (iii) “ Standard Listing Conditions ” has the meaning given to that term in Section 4.1;

• (jjj) “ Subscription Agreement ” means the subscription agreement to be entered into between the Corporation and each of the Purchasers in one of the forms agreed upon by the Corporation and the Underwriter with respect to the purchase of the Purchased Shares and “ Subscription Agreements ” means all of such agreements;

• (kkk) “ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder;

• (lll) “ TMX Group ” means the TMX Group Limited;

• (mmm)“ Transfer Agent ” means Computershare Investor Services Inc.;

• (nnn) “ Transport Paul-Émile Dubé ltée ” means Transport Paul-Émile Dubé ltée, a corporation incorporated under the laws of Canada;

• (ooo) “ TSX ” means the Toronto Stock Exchange;

• (ppp) “ Underwriter ” has the meaning given to that term above;

• (qqq) “ Underwriting Fee ” has the meaning given to that term above;

• (rrr) “ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

• 8 -

• (sss) “ U.S. Person ” means a U.S. person as that term is defined in Rule 902(k) of Regulation S;

• (ttt) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;

• (uuu) “ U.S. Securities Laws ” means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws; and

• (vvv) “ Viandes Drolet Inc. ” means Viandes Drolet Inc., a corporation incorporated under the laws of Québec.

• (2) The words “Agreement”, “hereof”, “herein”, “hereunder”, “hereto” and similar phrases mean and refer to the agreement formed as a result of the acceptance by the Corporation of this offer by the Underwriter to purchase the Purchased Shares.

• (3)

• All dollar amounts in this Agreement are expressed in Canadian currency.

• (4) The division of this Agreement into Sections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation hereof. Any reference in this Agreement to a section, paragraph, subsection, subparagraph, clause or subclause will refer to a section, paragraph, subsection, subparagraph, clause or subclause of this Agreement.

• (5) All words and personal pronouns relating to those words will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and/or pronoun.

Section 2.1 Offering and Sale of the Purchased Shares

• (1) The Corporation understands that although the offer to act as underwriter with respect to the Offering is presented by the Underwriter as purchaser of the Purchased Shares, the Underwriter will endeavour to arrange for substituted purchasers and, in arranging for such Purchasers, the Underwriter has offered, and shall only offer, the Purchased Shares for sale on behalf of the Corporation in the Qualifying Provinces in compliance with Securities Laws to such Purchasers and in such manner that, pursuant to the provisions of the Canadian Securities Laws, no prospectus or offering memorandum or other similar document need be filed or delivered in connection therewith (the “ Prospectus Exemptions ”). Nothing in the foregoing sentence shall affect the obligation of the Underwriter, subject to the terms and conditions hereof, to purchase all of the Purchased Shares not purchased at the relevant Closing Time by any such substituted or ultimate purchaser. The Corporation reserves the right, in its absolute discretion, to accept or reject the subscription of any such substituted or ultimate purchaser in whole or in part at any time prior to the Closing Time.

• 9 -

• (2) The Corporation shall at its expense comply with all applicable regulatory requirements of the Qualifying Jurisdictions and all applicable rules of the TSX in connection with the offering and sale of the Purchased Shares to the Purchasers under the Prospectus Exemptions, including the filing of any required reports and the payment of applicable fees relating thereto.

• (3) The Underwriter covenants with the Corporation that it will obtain from each Purchaser an executed and completed Subscription Agreement in the form agreed to by the Corporation and the Underwriter.

• (4) The Underwriter will use its reasonable best efforts to notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser as soon as practicable with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable regulatory requirements in connection with the offering and sale of the Purchased Shares to such Purchasers under the Prospectus Exemptions.

• (5) Neither the Corporation nor the Underwriter has provided or will provide to prospective Purchasers any document or other material that would constitute an offering memorandum or future oriented financial information within the meaning of Securities Laws, or has engaged or will engage in any form of general solicitation or general advertising in connection with the offer and sale of the Securities, or has taken or will take any other steps that would cause the Corporation to have to qualify or register the Securities through the filing of a prospectus in any Qualifying Province.

• (6) The Underwriter agrees (i) not to distribute the Purchased Shares in such manner as to require their registration or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Provinces and (ii) any distribution of the Purchased Shares (A) in the United States shall be to a limited number of substituted purchasers who are “accredited investors” that satisfy the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act, in the manner set forth in this Agreement and (B) outside Canada and the United States shall occur where the registered broker-dealer affiliate(s) of the Underwriter may lawfully do so on a basis exempt from the prospectus and registration requirements of any such jurisdiction; provided that any such distribution pursuant to this subsection (ii)(B) shall not be made to any U.S. Person.

Section 2.2 Due Diligence

The Corporate Entities shall at all times allow the Underwriter and its representatives to conduct all due diligence investigations and examinations that the Underwriter may reasonably require in order to fulfill its obligations as underwriter, with respect to the Corporation and the Proposed Acquisition which it may reasonably request from the date hereof until completion of the distribution of the Purchased Shares. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management and audit committee, and shall use commercially reasonable efforts to cause its

• 10 -

auditors (including of any predecessor entity or business) to be available to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Time.

Section 3.1 Material Change and Other Information

• (1) The Corporate Entities will promptly inform the Underwriter in writing during the period from the date of this Agreement until the completion of the distribution of the Purchased Shares of the full particulars of:

• (a) any material change (whether actual, anticipated, contemplated, proposed or threatened) in respect of the Corporation, including but not limited to those affecting the Business;

• (b) any material fact that has arisen or has been discovered and would have been required to have been disclosed publicly had the fact arisen or been discovered on, or prior to, the date hereof (it being understood that, in respect of material facts that relate exclusively to the Proposed Acquisition, this Section 3.1(1)(b) shall apply to the extent that such material facts fall within the knowledge of the Corporation);

• (c) any change in any material fact which is, or may be, of such a nature as to render any of the Disclosure Documents or any statements therein misleading or untrue or which would result in any of the Disclosure Documents containing a misrepresentation or which would result in any of the Disclosure Documents not complying in all material respects with applicable Securities Laws;

• (d) any change in any material fact, which fact or change is, or may be, of such a nature as to render any of the representations or warranties of the Corporation in this Agreement or the Subscription Agreements untrue or incorrect in any material respect;

• (e) any amendment or modification to any of the constating documents of any of the Corporate Entities;

• (f) any amendment to or proposed termination of the CDPQ Private Placement or the CDPQ Agreement.

• (2) The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Underwriter, with all applicable filings and other requirements under Securities Laws as a result of a fact or change set forth in Section 3.1(1). The Corporation shall in good faith discuss with the Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 3.1(2).

• 11 -

Section 4.1 Regulatory Approvals

• (1) The Corporation will file or cause to be filed with the TSX all necessary documents and will take or cause to be taken all necessary steps to ensure that the Purchased Shares have been approved for listing and posting for trading on the TSX, prior to the date of this Agreement, subject only to satisfaction by the Corporation of the customary post-closing conditions imposed by the TSX in similar circumstances (the “ Standard Listing Conditions ”) and will deliver or cause to be delivered at or prior to Closing Time a letter from the TSX advising the Corporation that conditional listing approval for such securities has been granted.

• (2) The Corporation will make all necessary filings, obtain all necessary regulatory consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement.

Section 5.1 Representations and Warranties and Covenants of the Corporation

• (1) The Corporation represents and warrants to the Underwriter as follows and acknowledges that the Underwriter is relying upon the following representations and warranties in completing the transactions contemplated by this Agreement:

• (a) the Corporation and each of its direct or indirect subsidiaries that are corporate bodies is a corporation duly incorporated or amalgamated, as the case may be, and organized and validly existing under the laws of its jurisdiction of incorporation, is duly qualified to carry on its business and is in good standing in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and has all the requisite corporate power and authority to carry on its business, to own, lease and operate its property and assets and to execute, deliver and perform its obligations, as applicable, under this Agreement and the Trust Indenture;

• (b) each of this Agreement and the CDPQ Agreement has been duly authorized, executed and delivered by the Corporation and assuming that each of this Agreement and the CDPQ Agreement has been duly executed, authorized and delivered by the Underwriter, constitutes a legal, valid and binding obligation of the Corporation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only at the discretion of the court;

• (c) Colabor LP is a limited partnership established and existing under the laws of the Province of Québec, and has all the requisite power and capacity to carry

• 12 -

on its business as now conducted and as described in the Disclosure Documents and to own or lease its assets and to execute, deliver and perform its obligations under this Agreement;

• (d) each of the Corporate Entities has conducted and is conducting its activities in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on its activities or holds investments, except where noncompliance would not have a Material Adverse Effect, and is duly licensed, registered and qualified in all jurisdictions in which it carries the Business, except where a failure to be duly licensed, registered or qualified would not result in a Material Adverse Effect, and all such licences, registrations and qualifications are valid, existing and in good standing, except where the failure to so maintain such licenses, registrations and qualifications would not have a Material Adverse Effect, and none of such licences, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have a Material Adverse Effect;

• (e) except as referred to in and contemplated by the Disclosure Documents, subsequent to the respective dates as of which information is given in the Disclosure Documents:

• (i) there has not been any material change in the business, affairs, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) or results of operations of the Corporate Entities; and

• (ii) there has not been any material change in the capital or long-term or short-term debt of the Corporate Entities;

• (f) the authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, all without par value, of which 23,115,321 Common Shares, one Series “A” preferred share and no other shares are validly issued as of February 15, 2013;

• (g) as of the date hereof and prior to the Closing Date:

• (i) the Corporation is and will be the registered and beneficial holder of 100 class A shares of the General Partner, representing all of the issued and outstanding securities of the General Partner, on a fullydiluted basis, and holds and will hold those securities free and clear of any Liens;

• (ii) the Corporation is and will be the registered and beneficial owner of all of the issued and outstanding LP Units (other than the GP Units), and holds and will hold those securities free and clear of all Liens;

• (iii) the General Partner is and will be the registered and beneficial owner of one GP Unit, representing all of the issued and outstanding GP

• 13 -

Units, on a fully-diluted basis, and holds and will hold those securities free and clear of all Liens;

• (iv) the Corporation and the General Partner collectively own and will own all of the issued and outstanding LP Units, as the sole registered and beneficial owners of their respective units, and hold and will hold these securities free and clear of all Liens; and

• (v) the Corporation is and will be the registered and beneficial holder of all of the issued and outstanding shares of Viandes Drolet Inc., Transport Paul-Émile Dubé ltée, Les Pêcheries Norref Québec Inc. and 2096935 Ontario Ltd, and holds and will hold these securities free and clear of all Liens;

other than, in each case, any security interest in favour of the lenders under the Credit Facilities and any “Permitted Encumbrances” as defined in the documents evidencing the Credit Facilities;

• (h) Groupe Informatique Colabor Inc. is in the process of being liquidated, all of its assets having been transferred and assigned to, and its liabilities assumed by, Colabor LP as of December 31, 2012;

• (i) Skor Food Service Ltd is in the process of being liquidated, its operating assets and related liabilities having been acquired by Colabor LP in consideration of the issuance of units of Colabor LP to Skor Food Service Ltd as of June 16, 2012 and its remaining assets, including those units of Colabor LP, having been transferred and assigned to the Corporation as of September 8, 2013;

• (j) except as contemplated by this Agreement, the Subscription Agreements, the Disclosure Documents and except:

• (i) for the Debentures;

• (ii) for the CDPQ Private Placement; and

• (iii) in respect of the Common Shares issuable upon the exercise of options granted under the Corporation’s stock option plan;

no Person or other entity has any agreement, option, right or privilege (whether preemptive or contractual) capable of becoming an agreement for or the right to purchase any of the issued or unissued securities of the Corporation or any Corporate Entity and there are no agreements, options, warrants, rights of conversion or other rights pursuant to which any Corporate Entity is, or may become, obligated to issue or transfer any securities (including debt securities) or any securities convertible or exchangeable, directly or indirectly, into any of their respective securities;

• (k) other than as set out in the Disclosure Documents there is currently no, and will not at the Closing Time be, any agreement in force or effect which, in any

• 14 -

manner, affects or will affect the voting or control of any of the securities of any of the Corporate Entities;

• (l) the Purchased Shares will be, prior to the Closing Time, duly created and, when issued, delivered and paid for in full, will be validly issued and fully paid and non-assessable shares in the capital of the Corporation, and will not have been issued in violation of or subject to any pre-emptive rights or other contractual rights to purchase securities issued by the Corporation;

• (m) the execution, delivery of this Agreement and the CDPQ Agreement, the fulfilment of the terms hereof by the Corporation, and the issue and sale of the Purchased Shares and the CDPQ Shares to be issued and sold by the Corporation (i) do not and will not result in a breach of, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Corporation of any applicable laws, and do not and will not conflict with any of the terms, conditions or provisions of the constating documents or by-laws of the Corporation; or (ii) do not and will not result in a breach of, and do not and will not create a state of facts which will result in a breach of any resolutions of the Board (or any committee thereof), shareholders, as the case may be, or, in any material respect, any indenture, agreement or other instrument to which it is a party or by which it is bound;

• (n) at the Closing Time, the Corporation will have duly authorized, executed and delivered the Subscription Agreements for the Purchased Shares and the CDPQ Agreement and such agreements will constitute legal, valid and binding obligations of the Corporation enforceable against then in accordance with its terms, subject only to: (i) any limitation under applicable Laws relating to bankruptcy, insolvency, arrangements or other laws of general application affecting the enforcement of creditors’ rights; and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

• (o) no order ceasing or suspending trading in the securities of the Corporation, prohibiting the sale of such securities has been issued to the Corporation or its Board, officers or promoters and, to the knowledge of the Corporate Entities, no investigations or proceedings for such purposes are pending or threatened;

• (p) the Corporation is a reporting issuer or the equivalent in good standing under the Securities Laws of each of the Qualifying Jurisdictions and is in compliance in all material respects with its continuous disclosure obligations under Securities Laws and the rules and regulations of the TSX, and no document has been filed on a confidential basis with the Securities Commissions that remains confidential as at the date hereof;

• (q) the Corporation is in compliance, in all material aspects, with all of its continuous and timely disclosure obligations under Securities Laws of each of the Qualifying Jurisdictions;

• 15 -

• (r) none of the members of the Board or officers of the Corporate Entities or any associate or affiliate of the foregoing, respectively, has, or to the knowledge of the Corporate Entities, intends to have, any interest, direct or indirect, in any transaction or any proposed transaction with the Corporation which materially affects, is material to or will materially affect the Corporation;

• (s) none of the Corporate Entities is aware of any proposed legislation that it anticipates may materially and adversely affect (as applicable) the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of any of the Corporate Entities, taken as a whole;

• (t) except as it relates to the CRA Proceeding, no Corporate Entity has been served with or otherwise received notice of any legal or governmental proceedings and there are no legal or governmental proceedings pending to which any of the Corporate Entities is a party or of which any property or assets of any of the Corporate Entities is the subject which, if decided adversely to any of the Corporate Entities, would have, individually or in the aggregate, a Material Adverse Effect, and to the Corporate Entities’ knowledge, no such proceedings have been threatened against any of the Corporate Entities by governmental entities or any other party;

• (u) there are no judgments unsatisfied against the Corporate Entities or, to the knowledge of the Corporate Entities, any consent, decrees or injunctions to which the Corporate Entities, or their assets or properties are subject;

• (v) the Corporation is not, and immediately following the Closing Time will not be, a party to any material agreement, contract or understanding (written or oral) or bound by any material obligation except as disclosed in the Disclosure Documents or to be entered into or assumed in connection with the transactions described therein;

• (w) each of the Corporate Entities, as well as any predecessor entity to any of the Corporate Entities, has filed all federal, provincial, state, local and foreign tax returns, declarations or other tax filings (including all tax filings related to the transactions related to the conversion of Colabor Income Fund) that are required to be filed as of the date hereof by it or has requested extensions of the deadlines for filing thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes, withholdings or other remittances required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except as provided for in the Financial Statements;

• (x) each of the Corporate Entities has established on its books and records reserves that are adequate for the payment of all taxes not yet due and payable and there are no liens, mortgages, charges, pledges, encumbrances or other security interests for taxes on the assets or properties of any of the foregoing

• 16 -

entities, except for taxes not yet due, and, to the knowledge of the Corporate Entities, there are no audits pending of the tax returns, declarations or other tax filings of the Corporate Entities or any predecessor entity to any of the Corporate Entities, (whether federal, provincial, state, local or foreign), and, other than as it relates to the CRA Proceeding, there are no claims which have been asserted relating to any such tax returns, declarations or other tax filings which audits and claims, if determined adversely, would result in the assertion by any governmental agency of any deficiency that would have a Material Adverse Effect and except where the failure to pay any such tax assessment, fine or penalty would not have a Material Adverse Effect;

• (y) other than the CRA Proceeding, to the knowledge of the Corporate Entities, neither the Canada Revenue Agency nor any other taxation authority, foreign or domestic, has asserted or threatened to assert any assessment, claim or liability for taxes, withholding or other remittances due or to become due in connection with any review or examination of the tax returns, declarations or other tax filings of the Corporate Entities or any predecessor entity to any of the Corporate Entities or any predecessor entity to any of the Corporate Entities;

• (z) none of the Corporate Entities are, and none of the Corporate Entities will be, at Closing Time, a non-resident of Canada within the meaning of the Tax Act;

• (aa) neither the Corporate Entities or any predecessor entity to any of the Corporate Entities nor, to the knowledge of the Corporate Entities, any other party is in default in the observance or performance of any term or obligation to be performed by it under any agreement or instrument which is material to the Corporate Entities on a consolidated basis, and no event has occurred or, to the knowledge of the Corporate Entities, has been threatened which, with notice or lapse of time or both, would constitute such a default, in any case which default or event would have a Material Adverse Effect;

• (bb) each of the Corporate Entities holds all right, title and interest to all assets that are material to its respective business free and clear of all liens, mortgages, charges, pledges, encumbrances or any other security interests other than any security interests in favour of the lenders under the Credit Facilities and any “Permitted Encumbrances” as defined in the documents evidencing the Credit Facilities;

• (cc) Raymond Chabot Grant Thornton LLP, who have audited and reviewed the annual financial statements of the Corporation included in the Financial Statements, are independent chartered accountants with respect to the Corporation as required by Securities Laws, are a “participating audit firm” (within the meaning of NI 52-108), are in compliance with any restriction or sanction imposed by the Canadian Public Accountability Board and there has not been any disagreement or reportable event (within the meaning of NI 51-102) with the auditors of the Corporation;

• 17 -

• (dd) each of the Corporate Entities maintains a system of internal accounting controls sufficient to provide reasonable assurance that:

• (i) transactions will be executed in accordance with management’s general or specific authorization;

• (ii) transactions will be recorded as necessary to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles and to maintain accountability for assets;

• (iii) access to its assets is permitted only in accordance with management’s general or specific authorization;

• (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to differences; and

• (v) material information relating to each of the Corporate Entities is made known to those within the Corporate Entities responsible for the preparation of the Financial Statements during the period in which the Financial Statements have been prepared and that such material information is disclosed to the public within the time periods required by Securities Laws;

• (ee) there is no material weakness in the disclosure controls and procedures or internal control over financial reporting of the Corporate Entities;

• (ff) all policies, binders and insurance contracts under which any of the Corporate Entities are insured are in full force and in amounts, with regard to deductibles and co-insurance clauses, that are adequate to insure each of Corporate Entities is consistent with customary practices in the industry, market and business of the Business. None of the Corporate Entities have made any material claim on any policy of insurance or been refused any insurance coverage sought or applied for. None of the Corporate Entities have any reason to believe that they will not be able to renew their respective existing insurance coverage as and when such coverage expires or obtain similar coverage from similar insurers as may be necessary to continue with their business at a cost that would not be reasonably expected to have a Material Adverse Effect;

• (gg) there is no person, firm or corporation acting or purporting to act for the Corporation entitled to any brokerage or finder’s fee in connection with this Agreement or any of the transactions contemplated hereunder, except the Underwriter or as provided herein;

• (hh) other than as disclosed in the Disclosure Documents, none of the members of the Board or senior officers of the Corporation nor any holder of more than 10% of the outstanding voting securities of the Corporation, nor any associate or affiliate of any of the foregoing persons or companies has had any material interest, direct or indirect, in any transaction or in any proposed transaction,

• 18 -

outside the normal course of business, which materially affected or will materially affect the Corporate Entities;

• (ii) the Transfer Agent has been duly appointed as the transfer agent and registrar of the Common Shares;

• (jj) the currently issued and outstanding Common Shares are listed and posted for trading on the TSX;

• (kk) the Financial Statements are true and correct in all material respects, presents fairly, in all material respects, the financial position, results of operations, cash flows and all of the assets and liabilities of the Corporation, for the periods and as at the dates referred to therein, and have been prepared in accordance with Canadian generally accepted accounting principles consistently applied and applicable Securities Laws, and the Corporation is not aware of any fact or circumstance presently existing which would render such Financial Statements materially incorrect;

• (ll) other than as disclosed in the Financial Statements, there are no material off balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of any of the Corporate Entities with unconsolidated entities or other Persons that may have a material current or future effect on the financial condition, changes in financial conditions, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses of the Corporate Entities on a consolidated basis; there have been no asset write downs approved by the Board that have not been disclosed;

• (mm) the Disclosure Documents complied in all material respects with Securities Laws at the time they were filed and the Disclosure Documents were true and correct in all material respects, contained no misrepresentation at the time they were filed and did not omit any fact required to be stated in such documents or necessary to make any statement in such documents not misleading;

• (nn) the excerpts from the books and records of the Corporate Entities that have been delivered to the Underwriter, or its counsel, in connection with its due diligence investigations, are true copies of originals contained in the original books and records of the Corporate Entities and constitute copies of all proceedings of the shareholders, the boards of directors and all committees of the board of directors of such entities since April 20, 2010 and there have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committee of the boards of directors since April 20, 2010 to the date of delivery of such copies which have not been delivered to the Underwriter and other records other than those which have been disclosed to the Underwriter;

• 19 -

• (oo) the Corporation notified Colabor Investments Inc. of the Offering on February 14, 2013 and, in compliance with the terms and conditions of the Board Nominee Right and Trading Restrictions Agreement dated August 25, 2009 between the Corporation and Colabor Investments Inc., offered to Colabor Investments Inc. to participate in the Offering by providing notice to the Corporation at latest on February 20, 2013. Colabor Investments Inc. did not provide such notice within the specified delay;

• (pp) the Corporation has provided to the Underwriter a true and complete copy of the Acquisition Agreements, including all schedules and exhibits thereto, which have not been amended, supplemented or replaced since the date thereof and remain in full force and effect;

• (qq) the Corporation is not aware, based on its due diligence to date of T. Lauzon ltée and Salaison G. Lauzon inc., of any fact or circumstance which would be likely to have a Material Adverse Effect on the Corporation and its subsidiaries, taken as a whole, following completion of the Proposed Acquisition;

• (rr) the representations and warranties of the Corporation in each of the Acquisition Agreements are true and correct in all material respects or in all respects if already qualified by materiality, and the Corporation is not in material breach of any of its covenants under either of the Acquisition Agreements. To the knowledge of the Corporation, the representations and warranties of the vendor in each of the Acquisition Agreements are true and correct in all material respects or in all respects if already qualified by materiality, and neither of the vendors are in material breach of any of their covenants under their respective Acquisition Agreement;

• (ss) the Proposed Acquisition does not constitute a “significant acquisition” as defined in NI 51-102; and

• (tt) any material change report required to have been filed under NI 51-102 has been filed.

• (2) The representations and warranties of the Corporation contained in this Agreement, insofar as they relate exclusively to the Corporation when it was named “Conjuchem Biotechnologies Inc.”, apply only and are limited to the period of time beginning on August 25, 2009 and ending on the date hereof.

• (3) All of the representations, warranties, covenants and agreements of the Corporate Entities contained in this Agreement or contained in documents delivered pursuant to this Agreement will survive the purchase and sale of the Purchased Shares and the termination of this Agreement and such representations, warranties, covenants and agreements of the Corporate Entities will continue in full force and effect for the benefit of the Underwriter, until expiry of applicable limitation periods.

• 20 -

• (4) The Underwriter will be entitled to rely on the respective representations and warranties of the Corporate Entities contained in this Agreement or any Closing certificate or other certificate delivered pursuant to this Agreement notwithstanding any subsequent disposition of the Purchased Shares or any investigation which any of the Underwriter may undertake or may have undertaken or which may be undertaken or may have been undertaken on any of the Underwriter’s behalf.

Section 6.1 Covenants of the Corporation

The Corporation covenants and agrees with the Underwriter that the Corporation:

• (1) will advise the Underwriter, promptly after receiving notice or obtaining knowledge of: (i) the suspension of the qualification of the Purchased Shares for offering or sale in any of the Qualifying Jurisdictions; or (ii) the institution, threatening or contemplation of any proceeding for any of those purposes; and will use its 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;

• (2) will, for a period of one year following the closing date of the Proposed Acquisition, use reasonable commercial efforts to maintain the listing of the Common Shares on the TSX; and

• (3) subject to applicable law, will not, without prior consultation with the Underwriter, acting reasonably, during the period commencing on the date hereof and expiring on the completion of the distribution of the Purchased Shares, issue any press release and any such press release shall include the following legend: “Not for distribution to U.S. news wire services or dissemination in the U.S.”

Section 7.1 Conditions of Closing

The obligation of the Underwriter to purchase the Purchased Shares will be subject to the following conditions which are for the exclusive benefit of the Underwriter:

• (a) the Underwriter and its counsel shall have received favourable legal opinions dated as of the Closing Date addressed to the Underwriter and its counsel from the Corporation’s counsel, in form and content to the satisfaction of the Underwriter’s counsel, acting reasonably, with respect to the following:

• (i) each of the Corporate Entities has been duly created, incorporated, amalgamated or continued, as the case may be, and is existing as a corporation or limited partnership, as applicable, under the laws of the Province of Québec, the laws of the Province of Ontario or the laws of Canada, as the case may be, and has all corporate power and authority to carry on its business and to own or lease its properties and assets as described in the Disclosure Documents and to execute, deliver and

• 21 -

perform its obligations under this Agreement and the Subscription Agreements, as applicable;

• (ii) this Agreement and the Subscription Agreements have been duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against it in accordance with their terms;

• (iii) all necessary actions have been taken by or on behalf of the Corporation to validly issue, sell and deliver the Purchased Shares to the Underwriter and upon the Corporation having received payment of the purchase price therefor, the Purchased Shares will be validly authorized and issued and outstanding, fully paid and non-assessable Common Shares;

• (iv) all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled under Securities Laws of each of the Qualifying Jurisdiction in order to qualify the distribution of the Purchased Shares through investment dealers or brokers who are registered under applicable legislation of the Qualifying Jurisdictions and who have complied with the relevant provisions of such applicable legislation;

• (v) the issue and sale by the Corporation of the Purchased Shares in accordance with the terms of this Agreement and the Subscription Agreements and the performance of and compliance by the Corporation with the terms of this Agreement and the Subscription Agreements does not and will not conflict with or result in a breach of, or constitute a default under, any applicable laws in Québec or any laws of Canada applicable therein or any term or provision of the constating documents or by-laws or resolutions of the Board;

• (vi) the authorized and issued capital of the Corporation as at the Closing Time;

• (vii) no authorization, approval, consent or order of, or filing with any government, governmental agency, regulatory body or court in Canada is required to be obtained by the Corporation under the laws of the Province of Québec or the federal laws of Canada applicable therein for the performance by the Corporation of its obligations hereunder or the consummation of the transactions contemplated by this Agreement and the Subscription Agreements, except as have been or will be obtained or made prior to Closing;

• (viii) the Purchased Shares have been accepted for listing on the TSX subject to the Standard Listing Conditions;

• (ix) the Corporation is a “reporting issuer” under the Securities Act (Québec) and is not included in a list of defaulting reporting issuers maintained by the Autorité des marchés financiers (Québec). The Corporation is also a “reporting issuer” under the Securities Act

• 22 -

(British Columbia), the Securities Act (Saskatchewan), the Securities Act (Manitoba), the Securities Act (Alberta), the Securities Act (Ontario), the Securities Act (Nova Scotia), the Securities Act (Newfoundland and Labrador), the Security Frauds Prevention Act (New Brunswick) and the Securities Act (Prince Edward Island) and is not in default of any requirement of such legislation;

• (x) the Transfer Agent has been duly appointed as the transfer agent and registrar for the Common Shares;

• (xi) based solely on counsel’s knowledge, after having made due enquiry, there are no actual legal or governmental proceedings, other than the CRA Proceeding, to which any of the Corporate Entities was or is a party or to which any of the material properties of the Corporate Entities or any predecessor entity of the Corporate Entities was or is subject that are required to be described in the Disclosure Documents and are not so described or otherwise material to the Corporate Entities on the completion of the transactions contemplated hereby;

• (xii) based solely on counsel’s knowledge, no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Corporation or the offering of the Purchased Shares has been issued and no proceedings, investigations or inquiries for such purpose are pending;

• (xiii) the offering, issue and sale by the Corporation of the Purchased Shares to the Purchasers in accordance with and pursuant to the terms of this Agreement and the Subscription Agreements are exempt from the prospectus requirements of Securities Laws in the Qualifying Provinces and no other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations of regulatory authorities are required to be obtained by the Corporation under Securities Laws to permit such offering, issuance and sale through persons registered under Securities Laws who have complied with the relevant provisions thereof (except for a report to be prepared in accordance with Form 45-106F1 of Regulation 45-106 respecting Prospectus and Registration Exemptions , executed and filed with the AMF, together with the payment of fees, within ten days of the date of distribution); and

• (xiv) the first trade in the Purchased Shares will be deemed to be a distribution within the meaning given to that term under Securities Laws in the Qualifying Provinces unless:

• (A) the Corporation is and has been a “reporting issuer” in a jurisdiction in Canada for the four months immediately preceding the trade;

• (B) at the time of the trade, at least four months have elapsed from the distribution date of the Purchased Shares;

• 23 -

  • (C) the certificates evidencing the Purchased Shares issued upon their exchange, if any, carry a legend stating “Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day following the Closing Date”;

  • (D) the trade is not a “control distribution”, as such term is defined in National Instrument 45-102 – Resale of Securities ;

  • (E) no unusual effort is made to prepare the market or to create a demand for the Purchased Shares;

  • (F) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

  • (G) if the seller is an insider or officer of the Corporation, the seller has no reasonable grounds to believe the Corporation is in default of securities legislation;

• (b) in connection with this opinion, counsel to the Corporation may rely on the opinions of local counsel, dated the Closing Date and in form and substance reasonably satisfactory to the Underwriter and its counsel (signed copies of which shall be addressed to and delivered to the Underwriter and its counsel) with respect to those matters governed by Laws other than those of Québec, Ontario, Alberta, British Colombia or the federal laws of Canada;

• (c) the Underwriter shall have received a legal opinion, dated as of the Closing Date and addressed to the Underwriter, from counsel to the Underwriter in form and content to the reasonable satisfaction of the Underwriter with respect to such matters as the Underwriter may reasonably request. The Underwriter’s counsel may rely:

• (i) as to matters of fact, to the extent appropriate in the circumstances, on certificates of the auditors of the Corporation and on certificates of the Corporation, executed on its behalf by a senior officer of the Corporation acceptable to the Underwriter, acting reasonably;

• (ii) on the opinions of local counsel acceptable to the Underwriter’s counsel, acting reasonably, as to the qualification of the Purchased Shares for sale to the public and as to other relevant matters in the Qualifying Jurisdictions and all other relevant jurisdictions; and

• (iii) to the extent necessary, on the opinion of the Corporation’s counsel.

• (d) the Underwriter will have received certificates dated the Closing Date signed by those senior officers of the Corporation as may be acceptable to the Underwriter, acting reasonably, in form and content satisfactory to the Underwriter, acting reasonably, with respect to the following:

• (i) the constating documents of the Corporation;

• 24 -

• (ii) the resolutions of the Board, relevant to the allotment, issue and sale of the Purchased Shares and the authorization of this Agreement, the Subscription Agreements and the other agreements and transactions contemplated by this Agreement and the Subscription Agreements; and

• (iii) the incumbency and signatures of signing officers of the Corporation, as the case may be;

• (e) the Corporation will deliver to the Underwriter, at the Closing Time, a certificate dated the Closing Date, addressed to the Underwriter and signed by the President and Chief Executive Officer and the Vice President and Chief Financial Officer of the Corporation, and not in their personal capacity, certifying for and on behalf of the Corporation after having made due inquiry, to the effect that:

• (i) since the date of this Agreement, there has been no Material Adverse Change and none of the Corporate Entities has entered into any transaction out of the ordinary course of business which is material to the Corporate Entities;

• (ii) there are no actions, suits, proceedings or enquiries pending or threatened against or affecting the Corporate Entities at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would result in an adverse material change;

• (iii) no order, ruling or determination having the effect of ceasing or suspending trading in the Purchased Shares or any other securities of the Corporation or prohibiting the sale of the Purchased Shares has been issued and, to the best of the knowledge, information and belief of the persons signing the certificate, no proceedings for such purpose are pending or threatened;

• (iv) each of the Corporate Entities, as applicable, has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied up to the Closing Time;

• (v) the representations and warranties of each of the Corporate Entities, as applicable, contained in this Agreement are true and correct 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; and

• (vi) CDPQ has completed or will be completing concurrently with the Closing Time the CDPQ Private Placement in accordance with the CDPQ Agreement;

• (f) all actions required to be taken by or on behalf of the Corporation and all requisite filings with governmental authorities, Securities Commissions or

• 25 -

courts will have occurred at or prior to the Closing Time so as to validly authorize and issue the Purchased Shares;

• (g) all required authorizations and approvals shall have been obtained by the Corporate Entities for the execution, delivery and performance by such parties of this Agreement and for the issuance and sale of the Purchased Shares;

• (h) the Corporation shall provide the Underwriter with a certificate of the Transfer Agent dated no earlier than the day preceding the Closing Date and signed by an authorized officer of the Transfer Agent, confirming the issued capital of the Corporation;

• (i) the Purchased Shares will have been approved for listing and posting for trading on the TSX on the Closing Date, subject only to the Standard Listing Conditions;

• (j) the representations and warranties of the Corporate Entities contained herein being true and correct 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 hereby;

• (k) the Corporate Entities having complied with all covenants contained herein and satisfied all terms and conditions contained herein to be complied with and satisfied by it at or prior to the Closing Time;

• (l) the Corporation shall have delivered to the Underwriter the Subscription Agreements for each Purchaser of Purchased Shares, duly accepted and executed by the Corporation (it being understood that the Corporation reserves the right, in its absolute discretion, to accept or reject the subscription of any substituted or ultimate purchaser in whole or in part at any time prior to the Closing Time);

• (m) CDPQ shall have completed or complete concurrently with the Closing Time the CDPQ Private Placement in accordance with the CDPQ Agreement; and

• (n) the Underwriter will have received such other certificates, opinions, agreements, materials or documents, in form and substance satisfactory to the Underwriter and its counsel, as the Underwriter or its counsel may reasonably request.

• 26 -

Section 8.1 Termination by Underwriter in Certain Events

• (1) In addition to any other remedies which may be available to the Underwriter, the Underwriter shall be entitled, at its option, to terminate and cancel, without any liability on the Underwriter’s part, the Underwriter’s obligations under this Agreement if, prior to the Closing Time:

• (a) any inquiry, action, suit, investigation or other proceeding whether formal or informal is commenced, threatened or announced or any order is issued under or pursuant to any statute of Canada or of any province or territory of Canada, or by any stock exchange or other regulatory authority (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Underwriter), or there is any change of law, or the interpretation or administration thereof, which in the reasonable opinion of the Underwriter, operates to prevent or materially restrict the trading in the Purchased Shares or any other securities of the Corporation or the distribution of the Purchased Shares, or any other securities of the Corporation, or would be expected to have a Material Adverse Effect on the market price or value of the Purchased Shares, by giving the Corporation written notice to that effect not later than the Closing Time;

• (b) there shall occur any material change, or any change in a material fact, or there shall exist any material fact such as contemplated in Section 3.1(1), which in the reasonable opinion of the Underwriter would reasonably be expected to have a material adverse effect on the market price or value of the Purchased Shares, by giving the Corporation written notice to that effect not later than the Closing Time; or

• (c) there should be announced, develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or any action, law or regulation, inquiry, which, in the reasonable opinion of the Underwriter, seriously adversely affects, or involves, or is expected to seriously adversely affect or involve, the financial markets or the business, prospects, operations, affairs, assets, liabilities (contingent or otherwise), or capital of any of the Corporate Entities, by giving the Corporation written notice to that effect not later than the Closing Time.

• (2) All representations and warranties in this Agreement shall be construed as conditions, and any breach or failure to comply with any such terms and conditions which in the reasonable opinion of the Underwriter adversely affects the sale or distribution by it of the Purchased Shares shall entitle the Underwriter at any time prior to the Closing Time to terminate its obligations under this Agreement forthwith by written notice to that effect given to the Corporation.

• 27 -

• (3) If, after the date hereof and prior to the Closing Time, CDPQ shall have rescinded or otherwise terminated, withdrawn or cancelled its commitment and agreement to purchase the CDPQ Shares, or the CDPQ Private Placement shall have been terminated for any reason whatsoever, then the Underwriter shall be entitled, at its option, to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time.

• (4) Any termination by the Underwriter pursuant to the provisions of this Agreement shall be effected by notice delivered to the Corporation. The rights of termination contained in this section are in addition to any other rights or remedies the Underwriter may have in respect of any default, misrepresentation, act or failure to act of the Corporation in respect of any matters contemplated by this Agreement. In the event of any such termination, there shall be no further liability on the part of the Corporation or the Underwriter except for any liability provided for in Sections 8.2 and 8.3.

Section 8.2 Indemnification

• (1) The Corporation will protect, hold harmless and indemnify the Underwriter and its affiliates and their respective directors, officers, employees, partners and agents (collectively, the “ Indemnified Parties ” and individually an “ Indemnified Party ”) from and against any and all Claims caused by or arising directly or indirectly by reason of the transactions contemplated in this Agreement including, without limitation:

• (a) any breach of or default under any representation, warranty, covenant or agreement by the Corporation in this Agreement or any other document to be delivered pursuant hereto or the failure of the Corporation to comply with any of its obligations hereunder or thereunder;

• (b) any information or statement (except any information or statement relating to and provided by the Underwriter) contained in any of the Disclosure Documents or any other document delivered pursuant to this Agreement being or being alleged to be a misrepresentation or untrue or any omission or alleged omission to state in those documents any material fact (except facts relating to and provided by the Underwriter) required to be stated in those documents or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

• (c) any order made or any inquiry, investigation or proceeding instituted, threatened or announced by any court, securities regulatory authority or stock exchange or by any other competent authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating to and provided by the Underwriter) contained in any of the Disclosure Documents, preventing or restricting the trading in or the sale or distribution of the Purchased Shares; or

• 28 -

• (d) the Corporation not complying prior to the completion of the distribution of the Purchased Shares with any requirement of any Securities Laws relating to the Offering;

and will reimburse the Indemnified Parties for all reasonable costs, charges and expenses, as incurred, which any of them may pay or incur in connection with investigating or disputing any Claim or action related thereto including the fees and expenses of legal counsel on a solicitor and own client basis. This indemnity will be in addition to any liability which the Corporation may otherwise have.

• (2) If any Claim contemplated by this Section 8.2 is asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this Section 8.2 comes to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned will notify in writing the Corporation as soon as reasonably practicable, of the nature of the Claim (provided that any failure to so notify in respect of any potential Claim will not, subject to the following, affect the liability of the Corporation (the “ Indemnifying Party ”) under this Section 8.2 except and only to the extent that any failure to so notify in respect of any actual Claim increases the liability of the Corporation or prejudice the defense of such liability under this Section 8.2). The Corporation will, subject to the following, be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce the Claim; provided that the defence will be through legal counsel selected by the Corporation and acceptable to the Indemnified Party, acting reasonably and without undue delay, and no admission of liability will be made by the Corporation or the Indemnified Party without, in each case, the prior written consent of all the Indemnified Parties affected and the Corporation, in each case, which consent will not be unreasonably withheld or delayed. An Indemnified Party will have the right to employ separate counsel in any such suit and participate in its defence but the fees and expenses of that counsel will be at the expense of the Indemnified Party unless:

• (a) the Indemnifying Party fails to assume the defence of the suit on behalf of the Indemnified Parties within ten days of receiving notice of the suit;

• (b) the employment of that counsel has been authorized by the Indemnifying Party; or

• (c) the named parties to the suit (including any added or third parties) include the Indemnified Party and the Indemnifying Party and the Indemnified Party has been advised in writing by counsel that there are legal defences available to the Indemnified Parties that are different or in addition to those available to the Corporation or that representation of the Indemnified Party by counsel for the Indemnifying Party is inappropriate as a result of the potential or actual conflicting interests of those represented;

(in each of the cases set out in Section 8.2(2)(a), (b) or (c), the Indemnifying Party will not have the right to assume the defence of the suit on behalf of the Indemnified Party, but the Indemnifying Party will be liable to pay the reasonable fees and

• 29 -

expenses of separate counsel for all Indemnified Parties and, in addition, of local counsel in each applicable jurisdiction on a solicitor and own client basis). Notwithstanding the foregoing, no settlement may be made by an Indemnified Party without the prior written consent of the Indemnifying Party which consent will not be unreasonably withheld or delayed.

• (3) The Corporation hereby acknowledges and agrees that, with respect to this Section 8.2, the Underwriter is contracting on its own behalf and as agents for its affiliates, directors, officers, employees and agents and their respective affiliates, directors, officers, employees and agents (collectively, the “ Beneficiaries ”). In this regard, the Underwriter will act as agent for the Beneficiaries of the covenants of the Corporation under this Section 8.2 with respect to the Beneficiaries and accepts these irrevocable appointments and will hold and enforce those covenants on behalf of the Beneficiaries.

• (4) In order to provide for just and equitable contribution in circumstances in which an indemnity provided in Section 8.2 would otherwise be available in accordance with its terms but is, for any reason not solely attributable to any one or more of the Indemnified Parties, held to be unavailable to or unenforceable by the Indemnified Parties or enforceable otherwise than in accordance with its terms, the Underwriter and the Corporation, as the case may be, will contribute to the aggregate of all Claims (other than losses of profits in connection with the distribution of the Purchased Shares, if any) of the nature contemplated in Section 8.2 and suffered or incurred by the Indemnified Parties in proportions reflective of the relative benefits received by the Corporation, and any Indemnified Party, as well as their relative fault and any other relevant equitable considerations, as determined by a court of competent jurisdiction; provided that the Underwriter will not in any event be liable to contribute, in the aggregate, any amount in excess of the total fee or any portion actually received.

• (5) No party who has engaged in any fraud, wilful default, fraudulent misrepresentation, gross negligence, wilful misconduct or reckless disregard will be entitled to claim indemnification under this Section 8.2 or contribution under Section 8.2(4) from any person who has not engaged in that fraud, fraudulent misrepresentation or gross negligence, wilful misconduct or reckless disregard.

• (6) For greater certainty, the Corporation will not have any obligation to contribute pursuant to Section 8.2(4) in respect of any Claim except to the extent the indemnity given by it in Section 8.2 would have been applicable to that Claim in accordance with its terms, had that indemnity been found to be enforceable and available to the Indemnified Parties.

• (7) The rights to contribution provided in this section will be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law provided that Section 8.2(4) and Section 8.2(5) will apply, mutatis mutandis, in respect of that other right.

• 30 -

• (8) If any Claim is brought in connection with the transactions contemplated by this Agreement and the Underwriter is required to testify in connection therewith or is required to respond to procedures designed to discover information relating thereto, it will have the right, acting reasonably, to employ its own counsel in connection therewith, and the reasonable fees and disbursements of such counsel in connection therewith as well as its reasonable fees at the normal per diem rate for its directors, officers, employees and agents involved in preparation for and attendance at such proceedings or in so responding and any other reasonable costs and out-of-pocket expenses incurred by it in connection therewith will be paid by the Corporation as they are incurred.

• (9) The obligations under this Section 8.2 shall apply whether or not the transactions contemplated by this Agreement are completed and shall survive the completion of the transactions contemplated under this Agreement and the termination of this Agreement.

Section 8.3 Expenses

• (1) Whether or not the purchase and sale of the Purchased Shares is completed, all expenses of or incidental to the creation, issuance, delivery and marketing of the Purchased Shares and of or incidental to the Offering and all matters in connection with the transactions set out in this Agreement will be borne by the Corporation including, without limitation:

• (a) expenses payable in connection with the qualification for distribution of the Purchased Shares under applicable Securities Laws;

• (b) the fees, expenses and disbursements of the auditors, legal counsel to the Corporate Entities and all related local counsel;

• (c) any certification costs associated with securities of the Corporation;

• (d) all fees and expenses of the Transfer Agent; and

• (e) in each case with the applicable taxes.

• (2) Notwithstanding Section 8.3(1), legal fees and disbursements of the Underwriter’s counsel and out-of-pocket expenses of the Underwriter shall be borne by the Underwriter, provided however, that in the event that the Offering is terminated, other than by reason of default by the Underwriter, the Corporation shall reimburse the Underwriter for any and all out-of-pocket expenses, legal fees and disbursement reasonably incurred by the Underwriter.

Section 8.4 Closing

• (1) The closing of the purchase and sale of the Purchased Shares will be completed at the Closing Time at the offices of McCarthy Tétrault LLP, 1000 De La Gauchetière

• 31 -

Street West, Suite 2500, Montréal, Québec, H3B 0A2, or at any other place determined in writing by the Corporation and the Underwriter. At the Closing Time:

• (a) the Corporation shall cause the Transfer Agent, as registrar and transfer agent of the Purchased Shares, to deliver to CDS Clearing and Depository Services Inc. (“ CDS ”), on behalf of the Underwriter, one fully registered global certificate (or other form of certificate acceptable to the Underwriter) for the Purchased Shares purchased by the Underwriter hereunder, such certificate being registered in the name of “CDS & Co.” as CDS’ nominee, to be held by CDS as a book-entry only security in accordance with CDS’ rules and procedures;

• (b) the Corporation shall deliver to Underwriter a direction to deduct the Underwriting Fee (plus any applicable tax) from the gross proceeds of the sale of the Purchased Shares purchased by the Underwriter hereunder at the Closing Time;

• (c) the Underwriter will cause to be sent to the Corporation by wire transfer or bank transfer the aggregate purchase price for the Purchased Shares net of the amount of the Underwriting Fee (plus any applicable tax) with respect to the Purchased Shares (such net aggregate amount to be $ XXXXXXXX [Redacted for confidentiality reasons.] (less any applicable tax on the Underwriting Fee)) to an account as notified to the Underwriter by the Corporation not less than 24 hours prior to the Closing Time; and

• (d) all further documentation as may be contemplated in this Agreement or as counsel to the Underwriter may reasonably require.

Section 9.1 Restrictions on Further Issues or Sales

During the period commencing the date of this Agreement and ending on the day which is 120 days following the Closing Date, the Corporation will not, directly or indirectly, without the prior written consent of the Underwriter (which consent will not be unreasonably withheld), issue, offer, sell, contract to sell, grant any option to purchase, transfer, assign or otherwise dispose of any Common Shares, securities or financial instruments, whether or not convertible into or exchangeable into Common Shares (except for Common Shares to be issued pursuant to the conversion of outstanding Debentures or to satisfy obligations under the Corporation’s stock option plan), or announce any intention to effect the foregoing.

Section 10.1 Stabilization

In connection with the distribution of the Purchased Shares, the Underwriter and members of its selling group (if any) may effect transactions which stabilize or maintain the market price of the Common Shares at levels above those which might otherwise prevail in the open market, in compliance with Securities Laws. Those stabilizing transactions, if any, may be discontinued at any time.

• 32 -

Section 11.1 Notice

Any notice or other communication required or permitted to be given under this Agreement will be in writing and will be delivered to:

(a) in the case of the Corporation:

Colabor Group Inc. 1620 de Montarville Boulevard Boucherville, Québec J4B 8P4 Attention: President and Chief Executive Officer Facsimile: (450) 449-2098

with copies to:

McCarthy Tétrault LLP De Grandpré Chait s.e.n.c.r.l. Le Complexe Saint-Amable 1000 de la Gauchetière Street 1150 de Claire-Fontaine Street West Suite 700 Suite 2900 Québec, Québec G1R 5G4 Montreal, Québec H3B 4W5 Attention: Philippe Leclerc Attention: Claude A. Picard Facsimile: (418) 521-3099 Facsimile: (514) 878-5750

(b) in the case of Underwriter

National Bank Financial Inc. 1155 Metcalfe Street Montreal, Québec H3B 2V6 Attention: Martin Gagnon Facsimile: (514) 390-7810

with a copy to:

Fasken Martineau DuMoulin LLP Stock Exchange Tower 800 Place Victoria, Suite 3700 Montreal, Québec H4Z 1E9

Attention: Jean-Pierre Chamberland Facsimile: (514) 397-7600

• 33 -

The parties may change their respective addresses for notices by notice given in the manner set out above. Any notice or other communication will be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, will be given by facsimile transmission and will be deemed to have been given when (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by facsimile, on the first Business Day following the day on which it is sent.

Section 12.1 Interest in TMX Group

The Underwriter, or an affiliate thereof, owns or controls an equity interest in TMX Group and has a nominee director serving on TMX Group’s board of directors. As such, the Underwriter may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of a dealer supplying or continuing to supply a product or service.

Section 13.1 Miscellaneous

• (1) This Agreement will be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. For the purpose of all legal proceedings, this agreement will be deemed to have been performed in the Province of Québec and the courts of the Province of Québec will have jurisdiction to entertain any action arising under this agreement. Each of the parties hereto hereby submits to the exclusive jurisdiction of the courts of the Province of Québec and elects domicile in the District of Montreal, Province of Québec.

• (2) Time will be of the essence of this Agreement and, following any waiver or indulgence by any party, time will again be of the essence of this Agreement.

• (3) Except for as expressly provided herein, all representations, warranties, covenants and agreements of the Corporation contained in this Agreement or contained in documents submitted pursuant to this Agreement and in connection with the transaction of purchase and sale contemplated by this Agreement will survive the completion of the transactions contemplated herein and therein and will continue in full force and effect. The Underwriter will be entitled to rely on the representations and warranties of the Corporation contained in this Agreement or delivered pursuant to this Agreement notwithstanding any investigation which the Underwriter may undertake or which may be undertaken on the Underwriter’s behalf.

• (4) Each of the parties to this Agreement will be entitled to rely on delivery of a facsimile copy of this Agreement or a scanned copy delivered by email and acceptance by each party of any such facsimile or scanned copy will be legally effective to create a valid

• 34 -

and binding agreement between the parties to this Agreement in accordance with the terms of this Agreement.

• (5) This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which, when taken together, will constitute one and the same agreement.

• (6) To the extent permitted by applicable law, the invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

• (7) This Agreement and the other documents referred to in this Agreement constitute the entire agreement between the Underwriter and the Corporation relating to the subject matter of this Agreement and supersede all prior agreements between those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement.

• (8) The terms and provisions of this Agreement will be binding upon and enure to the benefit of the Corporation and the Underwriter and their respective successors and assigns, provided that, except as otherwise provided in this Agreement, this Agreement will not be assignable by any party without the written consent of the others and any purported assignment without that consent will be invalid and of no force and effort.

• (9) Upon the request of the Underwriter, the Corporation will include a reference to the Underwriter and its role in any press release or other public communication issued by the Corporation relating to the Offering. In addition, any press release relating to “material information” (within the meaning of that term in the timely disclosure policy of the TSX) issued by the Corporation after the execution of this Agreement up to and including the 60^th day following the Closing Date, shall be issued only after consultation with the Underwriter and in compliance with the laws of the Province of Québec and the laws of Canada applicable therein. If the Offering is successfully completed, and provided the Underwriter will be permitted to publish, at its own expense, such advertisements or announcements relating to the services provided hereunder in such newspaper or other publications as the Underwriter considers appropriate.

• (10) Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou qui en découleront soient rédigés en langue anglaise. The parties hereto have required that this Agreement and all documents and notices resulting here from be drawn in the English language.

[The remainder of this page has been intentionally left blank.]

• 35 -

If this letter accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this letter where indicated and returning them to us.

Yours very truly,

NATIONAL BANK FINANCIAL INC.

• By: (s) Martin Gagnon Martin Gagnon

• Managing Director

• 36 -

Accepted and agreed to by the undersigned as of the date of this letter first written above.

COLABOR GROUP INC.

By: (s) Claude Gariépy Claude Gariépy President and Chief Executive Officer