Form 8-K
8-K — CELESTICA INC
Accession: 0001104659-26-092676
Filed: 2026-08-07
Period: 2026-08-05
CIK: 0001030894
SIC: 3672 (PRINTED CIRCUIT BOARDS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — tm2621135d2_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2621135d2_ex1-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2621135d2_ex5-1.htm)
EX-23.1 — EXHIBIT 23.1 (tm2621135d2_ex23-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2026
Celestica Inc.
(Exact name of registrant as specified in its charter)
Ontario, Canada
001-14832
98-0185558
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada
M2N 6L7
(Address of principal executive officers)
(Zip Code)
(416) 448-2211
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Name of each exchange on which registered
Common Shares without par value
CLS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On August 5, 2026, Celestica Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets
Inc., BofA Securities, Inc. and TD Securities Inc., as representatives of the several underwriters named therein (collectively, the
“Underwriters”), in connection with the offering, issuance and sale by the Company of 9,677,419 common shares, without par
value, of the Company (the “Common Shares”), at an offering price of $310.00 per Common Share (the “Offering”).
In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase
up to 1,451,612 Common Shares at the offering price, which the Underwriters exercised in full on August 6, 2026. The Offering was
made pursuant to a registration statement on Form S-3 (Registration No. 333-285515) filed on March 3, 2025, including a
base prospectus contained therein, and a prospectus supplement dated August 5, 2026. The Company estimates the net proceeds from
the Offering will be approximately $3.39 billion, after deducting underwriting discounts and commissions and estimated offering expenses
payable by the Company. The Company intends to use the net proceeds of the Offering for working capital and to support investments in
capital expenditures, in addition to other general corporate purposes.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The foregoing descriptions of the Underwriting Agreement are not complete and are qualified in their entirety by reference
to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Blake, Cassels & Graydon LLP, Canadian
counsel to the Company, has issued an opinion regarding the validity of the foregoing securities offered and sold in the Offering, a copy
of which is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement,
dated as of August 5, 2026, between Celestica Inc. and Citigroup Global Markets Inc., BofA Securities, Inc. and TD Securities
Inc., as representatives of the several underwriters named therein
5.1
Opinion of Blake, Cassels &
Graydon LLP
23.1
Consent of Blake, Cassels &
Graydon LLP
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Celestica Inc.
Date: August 7, 2026
By:
/s/ Douglas Parker
Name:
Douglas Parker
Title:
Chief Legal Officer and Corporate Secretary
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2621135d2_ex1-1.htm · Sequence: 2
Exhibit 1.1
EXECUTION VERSION
Celestica Inc.
Common Shares
Underwriting
Agreement
August 5, 2026
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
TD Securities Inc.
TD Tower 8th
Floor,
66 Wellington Street
West
Toronto, ON M5K
1A2
Ladies and Gentlemen:
Celestica
Inc., an Ontario corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue
and sell to the Underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include affiliates
of such Underwriters and any underwriter substituted as hereafter provided in Section 10 hereof), an aggregate of 9,677,419 common
shares (the “Firm Shares”) of the Company. The Company has also agreed to grant to the Underwriters an option (the
“Option”) to purchase up to an additional 1,451,612 common shares (the “Option Shares”) on the
terms set forth in Section 3 hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
1. (a)
The Company represents and warrants to, and agrees with, each of the Underwriters that:
(i) (a) The
Company meets the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Act”)
and has prepared and filed an “automatic shelf registration statement” as defined under Rule 405 under the Act on Form S-3ASR
(File No. 333-285515) in respect of (among other securities) the Shares with the Securities and Exchange Commission (the “Commission”)
not earlier than three years prior to the date hereof; such registration statement, became effective on filing and no stop order suspending
the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been instituted
or, to the knowledge of the Company, is threatened or contemplated by the Commission, and no notice of objection of the Commission to
the use of such registration statement pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base
prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on
or prior to the date of this Underwriting Agreement (this “Agreement”), is hereinafter called the “U.S. Base
Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with
the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “U.S. Preliminary Prospectus”;
the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to
the Shares that is filed with the Commission and deemed by virtue of Rule 430B under the Act, to be part of such registration statement,
each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration
Statement”; the U.S. Base Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(a)(iv) hereof),
is hereinafter called the “U.S. Pricing Prospectus”; the form of the final prospectus relating to the Shares filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called
the “U.S. Prospectus”; any reference herein to the U.S. Base Prospectus, the U.S. Pricing Prospectus, any U.S. Preliminary
Prospectus or the U.S. Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the U.S. Base
Prospectus, any U.S. Preliminary Prospectus or the U.S. Prospectus shall be deemed to refer to and include any post-effective amendment
to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under
the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated
by reference therein, in each case after the date of the U.S. Base Prospectus, such U.S. Preliminary Prospectus, or the U.S. Prospectus,
as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined
in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);
(ii) A
final short form base shelf prospectus for each of the provinces and territories of Canada, in the English and French languages, has
been filed in accordance with National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”),
National Instrument 44-102 – Shelf Distributions (“NI 44-102”), OSC Rule 44-503 – Exemption
from Certain Prospectus Requirements for Well-known Seasoned Issuers and, as the context requires, each of the other local blanket
orders of the Canadian Securities Commissions referred to in the Canadian Securities Administrators’ Staff Notice 44-306 –
Blanket Orders Exempting Well-known Seasoned Issuers from Certain Prospectus Requirements, as previously extended, amended or
varied (collectively, the “WKSI Blanket Orders”) and a decision of the Autorité des marchés financiers
dated April 24, 2025, with the Ontario Securities Commission (the “OSC”) and with the securities commissions
or other securities regulatory authorities (collectively with the OSC, the “Canadian Securities Commissions”) in each
of the provinces and territories of Canada (collectively, the “Canadian Qualifying Jurisdictions”), pursuant to the
procedures provided for under Multilateral Instrument 11-102 – Passport System (“MI 11-102”) and National
Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions (collectively, the “Passport System”);
the Company has obtained final receipts under the Passport System, issued by the OSC in its capacity as principal regulator, indicating
the deemed receipt of each of the other Canadian Securities Commissions if the conditions of MI 11-102 have been satisfied and evidencing
the receipt of the OSC, in each case, in respect of such short form final prospectus; no order having the effect of ceasing or suspending
the distribution of the Shares or the use of the Canadian Prospectus has been issued by any Canadian Securities Commission and no proceeding
for that purpose has been initiated or, to the Company’s knowledge (“Company’s knowledge” or “knowledge
of the Company” means the knowledge of the Company and its subsidiaries), threatened by any Canadian Securities Commission;
the final short form base shelf prospectus for each of the provinces and territories of Canada, in the English and French languages,
is hereinafter called the “Canadian Base Prospectus”; the Canadian Base Prospectus, as supplemented by any preliminary
prospectus supplement relating to the Shares (including any amendment thereto), in the English and French languages, filed with the OSC
and the other Canadian Securities Commissions, or by any final prospectus supplement relating to the Shares (including any amendment
thereto), in the English and French languages, filed with the OSC and the other Canadian Securities Commissions (the “Canadian
Final Prospectus Supplement”), is hereinafter called the “Canadian Prospectus” provided that, from and after
the time the Canadian Final Prospectus Supplement is filed with the OSC and the other Canadian Securities Commissions, any reference
to the Canadian Prospectus herein shall be deemed to refer to the Canadian Base Prospectus, as supplemented by the Canadian Final Prospectus
Supplement; any reference herein to the Canadian Base Prospectus or any Canadian Prospectus shall be deemed to include the documents
incorporated by reference therein, as of the date of the relevant prospectus supplement relating to the Shares, as the case may be; the
U.S. Prospectus and the Canadian Prospectus are hereinafter collectively called the “Prospectuses”; the terms “supplement,”
“supplemented,” “amendment,” “amended” and “amend” as used herein with respect to the
Canadian Base Prospectus, Canadian Final Prospectus Supplement or the Canadian Prospectus shall include all documents subsequently filed
by the Company with or to the Canadian Securities Commissions pursuant to Canadian Securities Laws (as hereinafter defined) that are
deemed to be incorporated by reference therein for purposes of the distribution of the Shares; for greater certainty, the Canadian Prospectus
includes the template version (as defined in NI 41-101 – General Prospectus Requirements (“NI 41-101”))
of any marketing materials (as defined in NI 41-101) included or required to be incorporated by reference therein;
2
(iii) No
order preventing or suspending the use of any U.S. Preliminary Prospectus, Canadian Preliminary Prospectus (as hereinafter defined) or
any Issuer Free Writing Prospectus has been issued by the Commission or any Canadian Securities Commission, and each U.S. Preliminary
Prospectus and Canadian Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements
of the Act and the rules and regulations of the Commission thereunder, and the requirements of Canadian Securities Laws (as hereinafter
defined), as applicable, and, in the case of the U.S. Preliminary Prospectus, did not contain an 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, in the light of the circumstances
under which they were made, not misleading and, in the case of the Canadian Preliminary Prospectus, except as may be modified or supplemented
by the Canadian Prospectus, contained no misrepresentation (as that term is defined under applicable Canadian Securities Laws), and constituted
full, true and plain disclosure of all material facts relating to the Shares as required by Canadian Securities Laws; provided, however,
that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the Underwriters or their counsel expressly for use therein in connection
with the disclosure required by Form S-3 or Canadian Securities Laws;
(iv) For
the purposes of this Agreement, the “Applicable Time” is 8:30 p.m. (Eastern time) on the date of this Agreement;
the U.S. Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the
“Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information
contained in the Registration Statement, the U.S. Pricing Prospectus or the Prospectuses and each such Issuer Free Writing Prospectus,
each as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to
statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter
through the Underwriters or their counsel expressly for use therein in connection with the disclosure required by Form S-3 or Canadian
Securities Laws;
(v) The
documents incorporated by reference in the U.S. Pricing Prospectus and the U.S. Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; any further documents so filed and incorporated by reference in the U.S. Prospectus or any further amendment
or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all
material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an 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, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through the Underwriters or their counsel expressly for use therein
in connection with the disclosure required by Form S-3 or Canadian Securities Laws; and no such documents were filed with the Commission
or any of the Canadian Securities Commissions since the close of business of the Commission or such Canadian Securities Commissions on
the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on
Schedule II(b) hereto; the documents incorporated by reference in the Canadian Prospectus for purposes of the distribution of the
Shares, when they were filed with the Canadian Securities Commissions, complied in all material respects to the requirements of Canadian
Securities Laws, and none of such documents contained a misrepresentation (as that term is defined under applicable Canadian Securities
Laws); any further documents so filed and incorporated by reference in the Canadian Prospectus or any further amendment or supplement
thereto, in each case for purposes of the distribution of the Shares, when such documents are filed with the Canadian Securities Commissions,
will comply in all material respects with applicable Canadian Securities Laws and will not contain a misrepresentation (as that term
is defined under applicable Canadian Securities Laws); provided, however, that this representation and warranty shall not apply to statements
or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the
Underwriters or their counsel expressly for use therein in connection with the disclosure required by Form S-3 or Canadian Securities
Laws;
3
(vi) The
Registration Statement conforms, and the U.S. Prospectus and any further amendments or supplements to the Registration Statement and
the U.S. Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable
filing date as to the U.S. Prospectus and any amendment or supplement thereto, contain an 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; the Canadian Base
Prospectus complies in all material respects with Canadian Securities Laws; the Canadian Prospectus will, when the Canadian Final Prospectus
Supplement is filed with the OSC and the other Canadian Securities Commissions, comply in all material respects with Canadian Securities
Laws and will not, as of the date of the Canadian Final Prospectus Supplement, contain a misrepresentation (as that term is defined under
applicable Canadian Securities Laws) and will at such time contain, full, true and plain disclosure of all material facts relating to
the Shares as required by Canadian Securities Laws; provided, however, that the representations and warranties set forth in this paragraph
shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company
by an Underwriter through the Underwriters or their counsel expressly for use therein in connection with the disclosure required by Form S-3
or Canadian Securities Laws;
(vii) The
Company has complied in all material respects with all applicable securities laws in each of the Canadian Qualifying Jurisdictions, including
the respective rules and regulations made thereunder, together with applicable published national, multilateral and local instruments,
policy statements, notices, blanket rulings and orders of the Canadian Securities Commissions, and all discretionary rulings and orders
applicable to the Company, if any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”)
required to be complied with by the Company to qualify the Shares for distribution and sale to the public in each of the Canadian Qualifying
Jurisdictions through investment dealers or brokers registered under the applicable laws of such jurisdictions who have complied with
the relevant provisions of such applicable laws, except for the filing of the Canadian Final Prospectus Supplement, which the Company
will file within the time period required by NI 44-102;
(viii) Neither
the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated
by reference in the U.S. Pricing Prospectus and the Canadian Prospectus any material loss or material interference with its business
from fire, explosion, flood or other calamity or from any labor dispute or court or governmental action, order or decree, other than
as set forth or contemplated in the U.S. Pricing Prospectus and the Canadian Prospectus; and, since the respective dates as of which
information is given in the Registration Statement, the U.S. Pricing Prospectus and the Canadian Prospectus, there has not been any change
in the share capital or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving
a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity
or results of operations of the Company and its subsidiaries, taken as a whole, other than as set forth or contemplated in the U.S. Pricing
Prospectus and the Canadian Prospectus;
4
(ix) The
Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal
property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the U.S. Pricing
Prospectus and the Canadian Prospectus or such as are not material to the Company and do not interfere with the use made and proposed
to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material to the
Company and its subsidiaries;
(x) The
Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective
jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective
ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority
necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure
to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse
effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;
(xi) The
Company has an authorized capitalization as set forth in the U.S. Pricing Prospectus and the Canadian Prospectus and all of the issued
and outstanding common shares have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the
description of the Shares contained in the Pricing Disclosure Package and the Prospectuses; and all of the issued and outstanding shares
(or similar equity interests) in the capital of each subsidiary of the Company have been duly and validly authorized and issued, are
fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims; and all of the Shares will be, at the time of their issue, duly and validly authorized and, when issued or delivered in accordance
with this Agreement, including receipt of the consideration therefor, will be validly issued as fully paid and non-assessable common
shares of the Company and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase
securities issued by the Company;
(xii) The
Shares have been approved for listing on the New York Stock Exchange (the “NYSE”), subject to notice of issuance,
and the Shares have been conditionally approved for listing on the Toronto Stock Exchange (the “TSX”), subject to
the satisfaction of customary listing conditions set forth in the applicable conditional approval letter of the TSX; the form and terms
of the Shares have been approved and adopted by the board of directors of the Company and do not conflict with any applicable laws or
the rules of the TSX;
(xiii) The
execution and delivery by the Company of, and compliance by the Company with this Agreement, the consummation of the transactions herein
contemplated and the application of the net proceeds from the offering and sale of the Shares to be sold in the manner set forth in the
U.S. Pricing Prospectus and the Prospectuses will not conflict with or result in a breach or violation of any of the terms or provisions
of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any
of the property or assets of the Company or any of its subsidiaries is subject and which is material to the Company taken as a whole,
(B) the articles of the Company, as amended (the “Articles”) or similar organizational documents of the Company
or any of its subsidiaries, or (C) any statute or any order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their properties, except (in the case of (A) and (C))
where such breach, violation, conflict or default would not, individually or in the aggregate, have a material adverse effect on the
consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;
(xiv) No
consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required
for the sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except for the registration
under the Act of the Shares, the filing of the Canadian Final Prospectus Supplement with the Canadian Securities Commissions and such
consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws
in connection with the purchase and distribution of the Shares by the Underwriters or to list the Shares on the NYSE or TSX;
5
(xv) (A) The
Company is not in violation of its Articles and none of the Company’s subsidiaries is in violation of its articles, by-laws or
similar organizational documents, and (B) neither the Company nor any of its subsidiaries is in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (B), as would
not, individually or in the aggregate, have a material adverse effect on the consolidated financial position, shareholders’ equity
or results of operations of the Company and its subsidiaries;
(xvi) The
statements set forth in the U.S. Pricing Prospectus and the Prospectuses, collectively, insofar as they purport to constitute a summary
of the terms of the Shares, in the case of the U.S. Prospectus, under the caption “Description of Share Capital”, and under
the captions “Certain U.S. Federal Income Tax Considerations” and “Certain Canadian Federal Income Tax Considerations”,
and in the case of the Canadian Prospectus, under the caption “Description of the Securities Being Distributed” and “Eligibility
For Investment” in the Canadian Final Prospectus Supplement, insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair in all material respects, subject to the assumptions, qualifications,
limitations and restrictions set out in such sections;
(xvii) There
are no legal or governmental proceedings pending to which the Company or any of its subsidiaries or, to the Company’s knowledge,
any officer or director of the Company is a party or of which any property or assets of the Company or any of its subsidiaries or, to
the Company’s knowledge, any officer or director of the Company is the subject which would, individually or in the aggregate, have
a material adverse effect on the financial position, shareholders’ equity or results of operations of the Company and its subsidiaries;
and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or
threatened by others;
(xviii) The
Company is not an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”);
(xix) (A) (i) At
the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares
in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in
Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company
was not an “ineligible issuer” as defined in Rule 405 under the Act; the Company is, and was at the time of filing of
the Canadian Base Prospectus, qualified under NI 44-101 to file a prospectus in the form of a short form prospectus and was, at the time
of filing of the Canadian Base Prospectus, eligible and had satisfied all of the applicable conditions, to use the exemptions from certain
prospectus requirements set out in the WKSI Blanket Orders;
(xx) KPMG
LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required
by the Act and the rules and regulations of the Commission thereunder, are independent in accordance with the rules of professional
conduct applicable to auditors in the Province of Ontario, and are independent in accordance with the requirements of the Public Company
Accounting Oversight Board (United States) (“PCAOB”); and there has not been any reportable event (within the meaning
of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)) with KPMG LLP with respect
to audits of the Company or its predecessors;
6
(xxi) The
audited financial statements and the related notes thereto, included or incorporated by reference in the Pricing Disclosure Package and
the Prospectuses for purposes of the distribution of the Shares (i) present fairly, in accordance with applicable securities laws,
the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes
in their cash flows for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted
accounting principles applied on a consistent basis throughout the periods covered thereby and (ii) have been audited by public
accountants which are independent within the meaning of Canadian Securities Laws and/or applicable U.S. securities laws, as applicable
and the rules of the Chartered Professional Accountants Canada or the Public Company Accounting Oversight Board (United States),
as applicable; and the other financial information concerning the Company and its subsidiaries included or incorporated by reference
in each of the Pricing Disclosure Package and the Prospectuses has been derived from the accounting records of the Company and its subsidiaries
and presents fairly the information shown thereby;
(xxii) The
Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that complies with the requirements of the Exchange
Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles, including, but not limited to internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S.
generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; (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 and (v) interactive data in eXtensible
Business Reporting Language included or incorporated by reference in each of the Registration Statement, Pricing Disclosure Package and
U.S. Prospectus is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control
over financial reporting; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the
Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the
Commission’s rules and guidelines applicable thereto;
(xxiii) Since
the date of the latest audited financial statements included or incorporated by reference in the U.S. Pricing Prospectus and the Canadian
Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially and adversely
affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting;
(xxiv) The
Company and its subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the
Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure
that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer
and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;
(xxv) This
Agreement has been duly authorized, executed and delivered by the Company. All necessary corporate action has been taken by the Company
to authorize the execution and delivery of this Agreement and the transactions and documents contemplated hereby, including any marketing
materials (as defined in NI 41-101) and the Canadian Prospectus and the filing thereof under Canadian Securities Laws in each of the
Canadian Qualifying Jurisdictions;
7
(xxvi) Neither
the Company nor any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries, nor, to the knowledge
of the Company, any employee, agent or affiliate of the Company or any of its subsidiaries has (i) used any corporate funds for
any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or offered, promised
or authorized any direct or indirect unlawful payment of money or thing of value to any foreign or domestic government or regulatory
official or employee, including of any government-owned or controlled entity or of a public international organization, or any person
acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Corruption
of Foreign Public Officials Act (Canada) or any applicable law or regulation implementing the OECD Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United
Kingdom, or any other applicable anti-bribery or anti-corruption laws, including pursuant to the Criminal Code (Canada); or (iv) made,
offered, agreed, requested, or taken an act in furtherance of any unlawful bribe or other unlawful benefit or thing of value, including,
without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or thing of value in violation
of any applicable anti-bribery or anti-corruption laws. The Company and its subsidiaries have instituted, and maintain and enforce, policies
and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws;
(xxvii) The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada), and the applicable money laundering statutes of all jurisdictions
where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory 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 knowledge of the Company, threatened;
(xxviii) Neither
the Company nor any of its subsidiaries, nor any director or officer of the Company or any of its subsidiaries, nor, to the knowledge
of the Company, any employee, agent or affiliate or employee of the Company or any of its subsidiaries is currently the subject or target
of any sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation,
the designation as a “specially designated national” or “blocked person”), the United Nations Security Council,
the European Union, His Majesty’s Treasury, Global Affairs Canada or other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company, any of its subsidiaries located, organized or resident in a country or territory that is the target of Sanctions,
including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Cuba, Iran,
North Korea, Syria and the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine (each,
a “Sanctioned Country”). The Company and its subsidiaries have not knowingly engaged in and are not now knowingly
engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target
of Sanctions or with any Sanctioned Country, in each case, in violation of Sanctions;
(xxix) Neither
the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in the regulations administered
and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105
of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. §850.101
et seq (the “Outbound Investment Rules”). Neither the Company nor any of its subsidiaries currently engages, or has
plans to engage, directly or indirectly, in a “covered activity” or “covered transaction”, as each term is defined
in the Outbound Investment Rules. To the knowledge of the Company, neither the Company nor any of its subsidiaries engage in any other
activity that would cause the Underwriters to be in violation of the Outbound Investment Rules or cause the Underwriters to be legally
prohibited by the Outbound Investment Rules from performing under this Agreement.
(xxx) Neither
the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person that would give rise to
a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with
the offering and sale of the Shares;
8
(xxxi) Neither
the Company nor any of its subsidiaries has taken, and the Company and its subsidiaries will not take, directly or indirectly, any action
designed to or that would constitute or would reasonably be expected to cause or result in (A) under Canadian Securities Laws, stabilization
or manipulation of the price of any security of the Company or (B) under the Exchange Act, stabilization or manipulation of the
price of the Shares to facilitate the sale or resale of the Shares;
(xxxii) Neither
the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in each of the
Registration Statement, the Pricing Disclosure Package and the Prospectuses will violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of Governors;
(xxxiii) No
“forward-looking statement” (within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the
Exchange Act) or “forward looking information” (within the meaning of NI 51-102) included or incorporated by reference in
any of the Registration Statement, the Pricing Disclosure Package and the Prospectuses for purposes of the distribution of the Shares
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;
(xxxiv) (i) The
Company and its 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 as required in
connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all bugs,
errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) the Company and its subsidiaries have not been notified
of, and have no knowledge of, any event or condition that would reasonably be expected to result in any breaches, violations, outages
or unauthorized uses of or accesses to same, or any incidents under internal review or investigations relating to the same and (iii) the
Company and its subsidiaries are presently in 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 data (including all personal, personally identifiable, sensitive, confidential or regulated
data (“Personal Data”)) and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification, except in the case of (i), (ii) or (iii), as would not, individually or in the aggregate, have
a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company
and its subsidiaries. The Company and its subsidiaries have implemented and maintained controls, policies, procedures, and safeguards
to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT Systems
and Personal Data that are reasonably consistent with industry standards and practices used in connection with their businesses;
(xxxv) The
Company and its subsidiaries possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises,
licenses and permits (“Licenses”) necessary or material to the conduct of the business now conducted or proposed in
the Pricing Disclosure Package to be conducted by them and have not received any notice of proceedings relating to the revocation or
modification of any Licenses that, if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate,
have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company
and its subsidiaries;
(xxxvi) The
Company and its subsidiaries own or possess adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights,
confidential information and other intellectual property (collectively, “intellectual property rights”) necessary
to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict
with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of
its subsidiaries, would, individually or in the aggregate, have a material adverse effect on the consolidated financial position, shareholders’
equity or results of operations of the Company and its subsidiaries;
9
(xxxvii) (i) The
Company and its subsidiaries (x) are in compliance with any and all applicable federal, provincial, territorial, state, local and
foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment,
natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”),
(y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of
them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual
or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that
would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental
Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure
to comply, or failure to receive required permits, licenses or approvals, notice received, event or condition, or cost or liability,
as would not, individually or in the aggregate, have a material adverse effect on the consolidated financial position, shareholders’
equity or results of operations of the Company and its subsidiaries; and (iii) (x) there are no proceedings that are pending,
or to the knowledge of the Company, are contemplated, against the Company or any of its subsidiaries under any Environmental Laws in
which a governmental entity is also a party that would be required by Canadian Securities Laws to be described in a prospectus to be
filed with the Canadian Securities Commissions that is not described in each of the Pricing Disclosure Package or the Prospectuses, (y) the
Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations
under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be
expected, individually or in the aggregate, to have a material adverse effect on the consolidated financial position, shareholders’
equity or results of operations of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates
material capital expenditures relating to any Environmental Laws;
(xxxviii) Any
third-party statistical and market-related data included in a Registration Statement, a U.S. Pricing Prospectus, Prospectuses or the
Pricing Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate;
(xxxix) The
Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested
extensions thereof (except in any case in which the failure so to file would not, individually or in the aggregate, have a material adverse
effect on the consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries);
and the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them,
except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in
the aggregate, have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations
of the Company and its subsidiaries;
(xl) The
Company and its subsidiaries are insured by insurers with appropriately rated claims paying abilities against such losses and risks and
in such amounts as are prudent and customary for the businesses in which they are engaged; all policies of insurance insuring the Company
or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the
Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are
no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying
liability or defending under a reservation of rights clause; neither the Company nor any such subsidiary has been refused any insurance
coverage sought or applied for; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a material adverse effect on the current or future consolidated financial
position, shareholders’ equity or results of operations of the Company and its subsidiaries;
(xli) The
Company was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the
United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and is not expected to be a PFIC
for any subsequent taxable year; and
10
(xlii) There
are no stamp or other issuance, withholding or transfer taxes or duties or other similar fees or charges required to be paid by the Company
or by or on behalf of the Underwriters to any jurisdiction in which the Company is organized or otherwise resident for tax purposes or
any political subdivision or taxing authority thereof or therein in connection with (A) the execution and delivery and performance
of this Agreement or (B) the offer and sale of the Shares by the Underwriters in the manner contemplated herein.
2. On
the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions
of this Agreement, the Company agrees to sell to the several Underwriters and each of the several Underwriters, severally and not jointly,
agrees to purchase from the Company, at a purchase price per share of $304.885 (the “Purchase Price”), the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule I, plus such additional number of Firm Shares which such Underwriter
may become obligated to purchase pursuant to Section 10 hereof, as adjusted by you in such manner as you deem advisable to avoid
fractional shares. The Underwriters shall after the Closing Date, give prompt written notice to the Company when, in the opinion of the
Underwriters, they have completed distribution of the Shares, including the total proceeds realized in each of the provinces and territories
of Canada and any other jurisdiction provided that such notice shall be provided on a Business Day no later than 30 days following the
date on which such distribution shall have been completed.
3. Subject
to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and
not jointly, all or less than all of the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions
declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The Option may be exercised in whole or
in part at any time and from time to time on or before the 30th day after the date of this Agreement, upon written notice (an “Option
Shares Notice”) by you to the Company no later than 12:00 noon, New York City time, at least two and no more than five Business
Days before the date specified for closing in the Option Shares Notice (an “Option Closing Date”) setting forth the
aggregate number of Option Shares to be purchased and the time and date for such purchase, provided that the Option Closing Date may
not be any earlier than the Closing Date. On any Option Closing Date, the Company shall issue and sell to the Underwriters the number
of Option Shares set forth in the Option Shares Notice and each Underwriter shall purchase from the Company such percentage of the Option
Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, as adjusted by you in such manner as you deem
advisable to avoid fractional shares.
4. (a)
The Firm Shares or Option Shares, as applicable, to be purchased by each Underwriter hereunder, shall be delivered to the
Underwriters, directly or through the facilities of the Depository Trust Company (“DTC”) or CDS Clearing and
Depository Services Inc. (“CDS”), for the account of each Underwriter, against payment by or on behalf of such
Underwriter of the Purchase Price therefor by wire transfer of (same-day) funds to the account(s) specified by the Company to
the Underwriters at least forty-eight hours in advance. The time and date of such delivery and payment shall be, with respect to the
Firm Shares, 8:30 a.m., Eastern time, on August 7, 2026 or such other time and date as the Underwriters and the Company may
agree upon in writing. Such time and date for delivery of the Shares is herein called the “Closing
Date.”
(b) The
documents to be delivered at the Closing Date or any Option Closing Date, as applicable, by or on behalf of the parties hereto pursuant
to Section 8 hereof, including the cross receipt for the Firm Shares or Option Shares, as applicable, and any additional documents
requested by the Underwriters pursuant to Section 8(n) hereof will be delivered via electronic exchange, and the Firm Shares
or Option Shares, as the case may be, will be delivered through the facilities of DTC or CDS, all on the Closing Date or such Option
Closing Date, as applicable. The final drafts of the documents to be delivered pursuant to the preceding sentence will be available for
review by the parties hereto on the Business Day next preceding the Closing Date or the applicable Option Closing Date, as the case may
be. For the purposes of this Section 4, “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York City or Toronto are generally authorized or obligated by law or executive
order to close.
11
5. The
Company agrees with each of the Underwriters:
(a) To
prepare the U.S. Prospectus and Canadian Final Prospectus Supplement in forms approved by you and to file such U.S. Prospectus pursuant
to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the
execution and delivery of this Agreement and, subject to receiving the requisite executed copies of same, to file the Canadian Final
Prospectus Supplement with each of the Canadian Securities Commissions promptly after the execution and delivery of this Agreement and
in any event not later than 9:00 pm (Toronto time) on the second business day following the execution and delivery of this Agreement
and to take all other steps and proceedings that may be necessary to qualify the Shares for distribution and sale to the public in each
of the Canadian Qualifying Jurisdictions through the Underwriters or their respective affiliates or any other investment dealers or brokers
registered under the applicable laws of such jurisdictions who have complied with the relevant provisions of such applicable laws; to
make no further amendment or any supplement to the Registration Statement, the U.S. Prospectus or the Canadian Prospectus prior to the
Closing Date or any Option Closing Date, as applicable, which shall be disapproved by you promptly after reasonable notice thereof; to
advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or
becomes effective or any amendment or supplement to the U.S. Prospectus or Canadian Prospectus or any amended U.S. Prospectus or Canadian
Prospectus has been filed and to furnish you with copies thereof (including, in the case of any supplemented or amended Canadian Prospectus,
in the English and French languages) and to deliver to the Underwriters, subject to receiving the requisite executed copies of same from
all signatories other than, to the extent required, the Company or any of its directors or officers, all signed and certified copies
of any such supplemented or amended Canadian Prospectus in the English and French languages along with all documents similar to those
referred to in sub-Sections 5(b)(i), (ii), (iii) and (iv) and such other documents as the Underwriters may reasonably request;
to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act;
to file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), or 15(d) of
the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Shares; to advise you,
promptly after it receives notice thereof, of the issuance by the Commission or any of the Canadian Securities Commissions of any stop
order or of any order preventing or suspending the use of any preliminary prospectus or other prospectus in respect of the Shares, of
any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) under the Act, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction,
of the initiation or threatening of any proceeding for any such purpose, of any written communication received by the Company from any
Canadian Securities Commission, the TSX or any governmental authority or of any request by the Commission or any Canadian Securities
Commission for the amending or supplementing of the Registration Statement, the U.S. Prospectus or the Canadian Prospectus, as applicable,
or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of
any preliminary prospectus or other prospectus or suspending any such qualification, to promptly use its reasonable best efforts to obtain
the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including,
without limitation, amending the Registration Statement or filing a new registration statement, or amending the Canadian Prospectus or
filing a new prospectus that will hereunder constitute the Canadian Prospectus, in each case, at its own expense, as may be necessary
to permit offers and sales of the Shares by the Underwriters (references herein to the Registration Statement shall include any such
amendment or new registration statement);
(b) To
deliver to the Underwriters contemporaneously, as nearly as practicable, with the execution and delivery of this Agreement, in each case
to the extent not previously delivered to the Underwriters: (i) electronic copies of the Canadian Base Prospectus as supplemented
by the Canadian preliminary (draft) prospectus supplement dated the date hereof (where not included in the definition of Canadian Prospectus
hereunder, the “Canadian Preliminary Prospectus”) and the Canadian Prospectus in each of the French and English language
signed and certified as required by Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions, subject to receiving the
requisite executed copies of same from all signatories other than, to the extent required, the Company or any of its directors or officers;
(ii) a copy of all such documents and certificates that were filed with the Canadian Base Prospectus and the Canadian Prospectus
under Canadian Securities Laws; and (iii) opinions of the auditors of the Company, KPMG LLP, dated the date of the Canadian Preliminary
Prospectus and the Canadian Final Prospectus Supplement, addressed to the Underwriters and the Company, in form and substance satisfactory
to the Underwriters and their counsel, to the effect that the French language version of certain financial information (the “Financial
Information”) contained in or incorporated by reference in the Canadian Preliminary Prospectus or the Canadian Prospectus includes
the same information and in all material respects carries the same meaning as the English language version thereof; (iv) opinions
of Blake, Cassels & Graydon LLP, dated the date of the Canadian Preliminary Prospectus and the Canadian Final Prospectus Supplement,
addressed to the Underwriters and the Company, in form and substance satisfactory to the Underwriters and their counsel, to the effect
that the French Language version of each of the Canadian Preliminary Prospectus and the Canadian Prospectus, respectively, including
the applicable documents incorporated by reference therein, except for the Financial Information, 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. The deliveries
set forth in clause (i) above shall also constitute the Company’s consent to the Underwriters’ use of the Canadian Prospectus
for the distribution of the Shares in the Canadian Qualifying Jurisdictions in compliance with the provisions of this Agreement;
12
(c) If
required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of
prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and
to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice
thereof;
(d) If
by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any
of the Shares remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to you. If at the Renewal Deadline the Company
is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new
shelf registration statement relating to the Shares, in a form satisfactory to you and will use its best efforts to cause such registration
statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement relating to the
Shares. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf
registration statement, as the case may be;
(e) Promptly
from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities
laws of such U.S. and Canadian jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that
in connection therewith the Company shall not be required to qualify as a foreign corporation, to subject itself to taxation or to file
a general consent to service of process in any jurisdiction;
(f) Prior
to 10:00 a.m., Eastern time, on the Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters
with written and electronic copies of the U.S. Prospectus in New York City, in such quantities as you may reasonably request, and, if
the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time
prior to (with respect to the U.S. Prospectus) the later of the expiration of nine months after the time of issue of the U.S. Prospectus
in connection with the offering or sale of the Shares and the completion of the distribution of such Shares, and if at such time (i) any
event shall have occurred as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectuses (or in lieu thereof, the notice referred to in Rule 173(a) under the Act)
are delivered, not misleading, (ii) any event shall have occurred that would constitute a material change (as such term is defined
under Canadian Securities Laws), or (iii) if for any other reason it shall be necessary during such same period to amend or supplement
the U.S. Prospectus or Canadian Prospectus in order to comply with the Act or Canadian Securities Laws, as applicable, to notify you
and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic
copies as you may from time to time reasonably request of an amended U.S. Prospectus, or a supplement to the U.S. Prospectus, or to notify
you and upon your request to prepare an amended Canadian Prospectus (in the English and French languages, or a supplement to the Canadian
Prospectus (in the English and French languages), which will correct such statement or omission, reflect such change or effect such compliance;
and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the U.S. Prospectus,
upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies
as you may request of an amended or supplemented U.S. Prospectus complying with Section 10(a)(3) of the Act; The Company has
complied and will comply with the requirements of Part 6A of NI 44-102 to enable delivery of the Canadian Prospectus, or any amendment
or supplement to the Canadian Prospectus, as the case may be, to be made through access thereto, and the Underwriters shall satisfy any
request for electronic or paper copies of the Canadian Prospectus and amendment or supplement thereto, if any, in accordance with the
requirements of NI 44-102, without charge;
13
(g) To
promptly (and in any event within any applicable time limitation) comply with all legal requirements under the Act, other applicable
U.S. securities laws and blue sky laws, Canadian Securities Laws, including Section 57 of the Securities Act (Ontario) and
the comparable provisions of the other Canadian Securities Laws, and the rules and by-laws governing the NYSE and TSX required as
a result of an event described in subsection 5(f) in order to continue to qualify the distribution of the Shares in each of the
Canadian Qualifying Jurisdictions and the offering of the Shares in the United States pursuant to this Agreement, including the prospectus
amendment provisions of Canadian Securities Laws, and to prepare and file to the satisfaction of the Underwriters any amendment or supplement
to the Registration Statement, the U.S. Prospectus and the Canadian Prospectus which, in the reasonable opinion of the Underwriters,
may be necessary or advisable. In addition to the provisions of subsection 5(f) above, the Company will, in good faith, discuss
with the Underwriters any change, event or fact contemplated in subsection 5(f) which is of such a nature that there may be reasonable
doubt as to whether notice should be given to the Underwriters under subsection 5(f) and will consult with the Underwriters with
respect to the form and content of any such supplement or amendment proposed to be filed by the Company, it being understood and agreed
that no such supplement or amendment will be filed with the Commission or any Canadian Securities Commission prior to the review and
approval by the Underwriters and their counsel. The Company shall also cooperate in all respects with the Underwriters and their counsel
to allow and assist the Underwriters to participate in the preparation of any such supplement or amendment and to conduct all due diligence
investigations which the Underwriters deem appropriate in order to fulfill their obligations as underwriters and to enable the Underwriters
to responsibly execute any certificate related to such supplement or amendment required to be executed by them;
(h) To
make generally available to its security holders as soon as practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158);
(i) During
the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectuses (the “Company
Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale
or otherwise transfer or dispose of, directly or indirectly, or confidentially submit or file with the Commission a registration statement
under the Act or prospectus under Canadian Securities Laws relating to any securities of the Company that are substantially similar to
the Shares, including but not limited to any options or warrants to purchase Shares or any securities that are convertible into or exchangeable
for, or that represent the right to receive, Shares or any such substantially similar securities, or publicly disclose the intention
to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other agreement that transfers, in whole or
in part, any of the economic consequences of ownership of the Shares or any such other securities, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, without
the prior written consent of Citigroup Global Markets Inc., BofA Securities, Inc. and TD Securities Inc. on behalf of the Underwriters,
other than (A) the Shares to be sold hereunder, (B) the filing of any registration statement on Form S-8 relating to securities
granted or to be granted pursuant to an equity incentive plan or share purchase plan of the Company described in the U.S. Pricing Prospectus,
(C) the issuance of options or other equity awards, or the issuance of common shares upon exercise, redemption or settlement of
such options or equity awards, pursuant to an equity incentive plan or share purchase plan of the Company described in the U.S. Pricing
Prospectus, (D) to the extent conducted in the ordinary course of business and consistent with prior practice, the entry into total
return swap agreements and the transactions thereunder in connection with the settlement of equity awards, (E) the entry into an
agreement providing for the issuance by the Company of common shares or any security convertible into or exchangeable for common shares
(including, without limitation, options, restricted stock, restricted stock units, or warrants) in connection with the acquisition by
the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity
or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities
pursuant to any such agreement, (F) the entry into any agreement providing for the issuance of common shares or any security convertible
into or exchangeable for common shares (including, without limitation, options, restricted stock, restricted stock units, or warrants)
in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities
pursuant to any such agreement, provided that the issuance of any such securities pursuant to clauses (E) or (F), in the aggregate, shall
not exceed 10% of the total number of common shares outstanding immediately following the completion of the transactions contemplated
by this Agreement including any Option Shares issued pursuant to this Agreement, (G) the issuance of common shares upon the conversion
or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement, or (H) the adoption of, or the
issuance of common shares or any security convertible into or exchangeable for common shares (including, without limitation, options,
restricted stock, restricted stock units, or warrants) pursuant to the terms of, a shareholder rights plan;
14
(j) To
furnish to its shareholders within the requisite period under law after the end of each fiscal year an annual report (including a statement
of financial position, statement of income and comprehensive income, statement of change in equity and statement of cash flows of the
Company and its consolidated subsidiaries certified by independent public accountants) and, within the requisite periods under law after
the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of
the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its
subsidiaries for such quarter in reasonable detail; provided, however, that the Company may satisfy the requirements of this subsection
by making any such reports, communications or information generally available on its website or by electronically filing such information
with the Commission or the Canadian Securities Commissions;
(k) During
a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications
(financial or other) furnished to shareholders, and to deliver to you (i) as soon as they are available, copies of any reports and
financial statements furnished to or filed with the Commission or any Canadian Securities Commission or any national securities exchange
on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial
condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to
the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or to
the Commission or any Canadian Securities Commission); provided that any report, communication or financial statement furnished or filed
with the Commission that is publicly available on the Commission’s EDGAR system or the Canadian Securities Commissions’ SEDAR+
system shall be deemed to have been furnished to you at the time furnished or filed with the Commission or the Canadian Securities Commissions,
as applicable;
(l) To
use its best efforts to list or maintain the listing of the Shares for trading on the NYSE and the TSX;
(m) Upon
request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line
offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described
above, is granted without any fee and may not be assigned or transferred;
(n) The
Company will (without duplication) indemnify and hold harmless the Underwriters against any documentary, stamp or similar issuance tax,
including any interest and penalties, on the creation, issuance and sale of the Shares and on the execution and delivery of this Agreement.
All payments to be made by the Company pursuant to this subsection shall be made without withholding or deduction for or on account of
any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such
taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts
received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had
been made; and
(o) The
Company shall apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the
U.S. Pricing Prospectus and the Prospectuses under “Use of Proceeds” and shall file such reports with the Commission with
respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under
the Act.
15
6. (a)
The Company represents and agrees that, without the prior consent of the Underwriters, it has not made and will not make any offer
relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; and
each Underwriter represents and agrees that, without the prior consent of the Company and the Underwriters, it has not made and will
not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use
of which has been consented to by the Company and the Underwriters is listed on Schedule II(a) hereto; the Company represents
and agrees that, without the prior consent of the Underwriters, it has not made and will not make use of any materials that would
constitute marketing materials (as defined in NI 41-101) relating to the Shares, the Company or the offering; and each Underwriter
represents and agrees that, without the prior consent of the Company and the Underwriters, it has not made and will not make use of
any materials that would constitute marketing materials (as defined in NI 41-101) relating to the Shares, the Company or the
offering; any such materials the use of which has been consented to by the Company and the Underwriters are the marketing materials
(as defined in NI 41-101) listed on Schedule II(d) hereto and the Underwriters agree (severally and not jointly) to comply with
Canadian Securities Laws and laws concerning the French language in Québec, to the extent applicable, in connection with the
provision of any marketing materials or standard term sheet (each as defined in NI 41-101) to prospective purchasers of the
Shares;
(b) The
Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied
and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any
electronic road show; the Company has complied and will comply with its requirements of NI 41-101, NI 44-101 and NI 44-102 applicable
to any marketing materials (as defined in NI 41-101), including filing or delivery with the Canadian Securities Commissions in each of
the Canadian Qualifying Jurisdictions of the template version (as defined in NI 41-101) of any marketing materials (as defined in NI
41-101) the use of which is consented to by the Company and the Underwriters not later than the day in respect of which the Underwriters
have provided timely written notice to the Company that such marketing materials were first provided (as defined in NI 41-101) to a potential
investor; and
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the U.S. Pricing Prospectus
or the Prospectuses or would include an untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof
to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation
and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through the Underwriters or their counsel expressly for use therein
in connection with the disclosure required by Form S-3 or Canadian Securities Laws.
7. The
Company covenants and agrees with the several Underwriters: that the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under
the Act, the qualification of the Shares for distribution by prospectus under Canadian Securities Laws and all other expenses in connection
with the preparation, printing, reproduction and filing of the Registration Statement, any U.S. Preliminary Prospectus, any Issuer Free
Writing Prospectus and the Prospectuses and amendments and supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of producing any Agreement among Underwriters, this Agreement, closing documents (including
any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all
expenses in connection with the qualification of the Shares for offering and sale under U.S. state laws and Canadian Securities Laws
as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with any Blue Sky survey undertaken (such fees and expenses referenced in clause (ii) and (iii) not
to exceed $5,000.00); (iv) all fees and expenses in connection with listing the Shares on the NYSE and the TSX; (v) the filing
fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of
the terms of the sale of the Shares (such fee and expenses not to exceed $5,000.00); (vi) the cost of preparing share certificates,
if applicable; (vii) the cost and charges of any transfer agent or registrar; and (viii) all other costs and expenses incident
to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. Except as provided
in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their
counsel, and any advertising expenses connected with any offers they may make.
16
8. The
obligations of the Underwriters hereunder, to purchase the Firm Shares on the Closing Date or any Option Shares on the Option Closing
Date, as the case may be, shall be subject to the condition that all representations and warranties and other statements of the Company
herein are, at and as of the Closing Date or any Option Closing Date, true and correct, the condition that the Company shall have performed
all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The
U.S. Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time
period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof;
all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission
within the applicable time period prescribed for such filing by Rule 433; the Canadian Final Prospectus Supplement shall have been
filed with the Canadian Securities Commissions in accordance with Section 5(a) hereof; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated
or threatened by the Commission; no stop order suspending or preventing the use of the U.S. Prospectus or any Issuer Free Writing Prospectus
shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the
Shares or the use of the Canadian Preliminary Prospectus or the Canadian Prospectus shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by any Canadian Securities Commission or the TSX; and all requests for additional information
on the part of the Commission or any Canadian Securities Commission shall have been complied with to your reasonable satisfaction;
(b) Paul,
Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Underwriters, shall have furnished to you such negative assurance
letter, dated the Closing Date and any Option Closing Date, in form and substance reasonably satisfactory to you, and such counsel shall
have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) Osler,
Hoskin & Harcourt LLP, Canadian counsel for the Underwriters, shall have furnished to you such written opinion or opinions,
dated the Closing Date and any Option Closing Date, in form and substance reasonably satisfactory to you, and such counsel shall have
received such papers and information as they may reasonably request to enable them to pass upon such matters;
(d) Skadden,
Arps, Slate, Meagher & Flom LLP, U.S. counsel for the Company, shall have furnished to you their written opinion and negative
assurance letter, dated the Closing Date and any Option Closing Date, in form and substance reasonably satisfactory to you;
(e) Blake,
Cassels & Graydon LLP, Canadian counsel for the Company, shall have furnished to you their written opinion, dated the Closing
Date and any Option Closing Date, in form and substance reasonably satisfactory to you;
(f) At
the time of the execution of this Agreement, the Underwriters shall have received from KPMG LLP a letter or letters, dated the date hereof,
in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included
in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information
contained in and incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Canadian Prospectus;
(g) The
Underwriters shall have received from KPMG LLP a letter or letters, dated as of the Closing Date and any Option Closing Date, to the
effect that they reaffirm the statements made in the letter or letters furnished pursuant to subsection (h) of this Section, except
that the specified date referred to shall be a date not more than three Business Days prior to the Closing Date or applicable Option
Closing Date;
17
(h) (i) Neither
the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the
U.S. Pricing Prospectus and the Canadian Prospectus any loss or interference with its business from fire, explosion, flood or other calamity
or from any labor dispute or court or governmental action, order or decree, other than as set forth or contemplated in the Pricing Disclosure
Package and the Canadian Prospectus, and (ii) since the respective dates as of which information is given in the U.S. Pricing Prospectus
and the Canadian Prospectus there shall not have been any change in the share capital or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial
position, shareholders’ equity or results of operations of the Company and its subsidiaries, other than as set forth or contemplated
in the Pricing Disclosure Package and the Canadian Prospectus, the effect of which, in any such case described in clause (i) or
(ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Shares being delivered on the Closing Date or any Option Closing Date on the terms and in the manner contemplated in
the Prospectuses;
(i) On
or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by
any “nationally recognized statistical rating organization”, as defined in Section 3(a)(62) of the Exchange Act, and
(ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications,
its rating of any of the Company’s debt securities;
(j) On
or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the NYSE or the TSX; (ii) a suspension or material limitation in trading in the Company’s securities
on the NYSE or the TSX; (iii) a general moratorium on commercial banking activities in the United States or Canada declared by the
relevant authorities, or a material disruption in commercial banking or securities settlement or clearance services in the United States
or Canada; (iv) the outbreak or escalation of hostilities involving the United States or Canada or the declaration by the United
States or Canada of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial,
political or economic conditions in the United States or Canada or elsewhere, if the effect of any such event specified in clause (iv) or
(v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being
delivered on the Closing Date or any Option Closing Date on the terms and in the manner contemplated in the Prospectuses;
(k) The
Shares to be sold on the Closing Date or any Option Closing Date, as the case may be, shall have been duly listed, subject to official
notice of issuance, on the NYSE, and shall have been duly listed and posted for trading on the TSX as of the opening of trading on the
Closing Date or any Option Closing Date, subject only to satisfaction of customary post-closing conditions imposed by the TSX in similar
circumstances;
(l) The
Company shall have obtained and delivered to the Underwriters executed copies of an agreement, dated the date of this Agreement, from
each person listed on Schedule III hereto, substantially to the effect set forth in Annex I hereto in form and substance reasonably satisfactory
to you;
(m) The
Company shall have complied with the provisions of Section 5(f) hereof with respect to the furnishing of prospectuses within
the prescribed time; and
(n) The
Company shall have furnished or caused to be furnished to you on the Closing Date and any Option Closing Date certificates of officers
of the Company, reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein in all
material respects at and as of the Closing Date or any Option Closing Date, as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to the Closing Date or any Option Closing Date, as to such other matters as you may reasonably
request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a),
(h) and (i) of this Section 8.
18
9. (a)
The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act, Canadian Securities Laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any U.S. Preliminary Prospectus, the U.S. Pricing Prospectus
or the U.S. Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the Act or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, or (ii) a misrepresentation or alleged misrepresentation (as that term is defined under applicable
Canadian Securities Laws) contained in the Canadian Preliminary Prospectus, the Canadian Prospectus or any amendment or supplement
thereto; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission or misrepresentation or alleged misrepresentation (as that
term is defined under applicable Canadian Securities Laws) made in the Registration Statement, any U.S. Preliminary Prospectus,
Canadian Preliminary Prospectus, Canadian Prospectus, the U.S. Pricing Prospectus or the Prospectuses, or any amendment or
supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Underwriter Information (as
defined below).
(b) The
Underwriters, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities
to which the Company may become subject, under the Act, Canadian Securities Laws or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, any U.S. Preliminary Prospectus, the U.S. Pricing Prospectus or the U.S.
Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
or (ii) a misrepresentation or alleged misrepresentation (as that term is defined under applicable Canadian Securities Laws) contained
in the Canadian Preliminary Prospectus, the Canadian Prospectus or any amendment or supplement thereto; in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission or misrepresentation or alleged
misrepresentation (as that term is defined under applicable Canadian Securities Laws), as the case may be, was made in the Registration
Statement, any U.S. Preliminary Prospectus, Canadian Preliminary Prospectus, Canadian Prospectus, the U.S. Pricing Prospectus or the
Prospectuses, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with
written information furnished to the Company by such Underwriter or its counsel expressly for use therein; and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim
as such expenses are incurred. The Company acknowledges that the statements in any Canadian Prospectus set forth in the twelfth, thirteenth
and fourteenth paragraphs under the heading “Plan of Distribution” and in any U.S. Prospectus set forth in the fourteenth,
fifteenth and sixteenth paragraphs under the heading “Underwriting” (collectively, the “Underwriter Information”),
constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in the Registration Statement,
any U.S. Preliminary Prospectus, Canadian Preliminary Prospectus, Canadian Prospectus, the U.S. Pricing Prospectus or the Prospectuses,
or any amendment or supplement thereto, or any Issuer Free Writing Prospectus.
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have other than on account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 9(a) above, counsel to the indemnified parties shall be selected by you, and, in the case of parties indemnified
pursuant to Section 9(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party
may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall
not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties
be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought
under this Section 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.
19
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein (other than as a result of the limitations imposed on indemnification described in such preceding subsections of this Section 9),
then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided
by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to the total underwriting commissions or discounts received
by the Underwriters, in each case described in the Prospectuses. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not
joint.
(e) The
obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each officer, director or employee of each Underwriter and each person, if any, who controls
any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters
under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director or employee of the Company (including any person who, with his or her consent,
is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company
within the meaning of the Act.
20
10. (a)
If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder on the Closing
Date or on any Option Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such
Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the
purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another
party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the
respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company
notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone the
Closing Date or the applicable Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectuses, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the
Prospectuses which in your opinion may thereby be made necessary. The term “Underwriter” as used in this
Agreement shall include any person substituted under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.
(b) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you or the Company
as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-tenth of
the aggregate number of all the Shares to be purchased on the Closing Date or on the applicable Option Closing Date, as the case may
be, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter
agreed to purchase hereunder on the Closing Date or the Option Closing Date, as the case may be, and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the
Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve
a defaulting Underwriter from liability for its default.
(c) If,
after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you or the Company
as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-tenth of the aggregate
number of all of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, or if the Company shall
not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting
Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter
or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the
indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
11. The
respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery
of and payment for the Shares.
12. If
this Agreement shall be terminated pursuant to Section 10 hereof or as a result of a failure to satisfy the condition specified
in Section 8(j) hereof, the Company shall not be under any liability to any Underwriter except as provided in Sections 7 and
9 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered,
but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
13. All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication.
Notices to the Underwriters
shall be directed to:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel
Facsimile number: 1-646-291-1469
21
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Email: dg.ecm_execution_services@bofa.com
Attention: Syndicate Department
with a copy to:
Email: dg.capital_markets_legal@bofa.com
Attention: Capital Markets
Legal
TD Securities Inc.
TD Tower 8th Floor, 66 Wellington Street West
Toronto, ON M5K 1A2
Email: [REDACTED]
Attention: Chris John
with a copy to:
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Christopher Cummings
E-mail: ccummings@paulweiss.com
and
Osler, Hoskin & Harcourt
LLP
First Canadian Place, 100 King St West, Suite #6200
Toronto, ON M5X 1B8
Attention: Rosalind Hunter
E-mail: rhunter@osler.com
Notices to the Company shall
be directed to:
Celestica Inc.
5140 Yonge Street, Suite #1900
Toronto, Ontario M2N 6L7
Attention: Douglas Parker
E-mail: [REDACTED]
with a copy to:
Blake, Cassels & Graydon
LLP
199 Bay Street, Suite #4000
Toronto, Ontario M5L 1A9
Attention: Matthew Merkley
E-mail: matthew.merkley@blakes.com
and
Skadden, Arps, Slate, Meagher &
Flom LLP
One Manhattan West
New York, New York 10001
Attention: Ryan Dzierniejko
E-mail: ryan.dzierniejko@skadden.com
22
or to such other
address as any of the parties may designate by giving notice to the others in accordance with this Section 13. Each notice shall
be personally delivered to the addressee or sent by e-mail to the addressee. A notice which is personally delivered or delivered by e-mail
shall, if delivered prior to 5:00 p.m. (New York City time) 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.
14. In
all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly.
In
accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters
are required to obtain, verify and record information that identifies their respective clients, including the Company, which information
may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly
identify their respective clients.
15. This
Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters and the Company and, to the extent provided in
Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
16. Time
shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business and chartered banks in Canada are open for business in Toronto, Ontario.
17. The
Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the
Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the
Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim
that the Underwriters has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in
connection with such transaction or the process leading thereto.
18. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
19. The
Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
20. This
Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or by email
in portable document (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other similar format and all
such counterparts and electronic copies shall together constitute one and the same agreement.
23
21. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
(c) As
used in this section:
(i) “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. § 1841(k).
(ii) “Covered
Entity” means any of the following:
(1) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(2) a “covered bank” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(3) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.
(iv) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
22. (a)
This Agreement and any claim, controversy, or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
(b) The
Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The
Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of
venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought
in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company
is subject by a suit upon such judgment.
(c) The
Company irrevocably appoints The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, as its authorized agent in
the United States upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized
agent, and written notice of such service to the Company by the person serving the same to the address provided in this Section 24,
shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company hereby represents
and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process.
The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized
agent in full force and effect for a period of seven years from the date of this Agreement.
24
23. If
for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United
States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in
The City of New York on the Business Day preceding that on which final judgment is given. The obligation of the Company with respect
to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency
other than United States dollars, not be discharged until the first Business Day following receipt by such Underwriter or controlling
person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal
banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the
sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are
greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees
to pay to the Company an amount equal to the excess of the dollars purchased over the sum originally due to such Underwriter or controlling
person hereunder.
If
the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof
by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each
of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant
to the authority set forth in a form of agreement among Underwriters, the form of which shall be submitted to the Company for examination,
upon request, but without warranty on your part as to the authority of the signers thereof.
25
Very truly yours,
CELESTICA INC.
By:
/s/
Mandeep Chawla
Name:
Mandeep Chawla
Title:
Chief Financial Officer
[Signature
Page to Underwriting Agreement]
Accepted
as of the date hereof
CITIGROUP
GLOBAL MARKETS INC.
By:
/s/
Dan Mallegni
Name:
Dan Mallegni
Title:
Head of Global Electronics Investment banking
BOFA SECURITIES, INC.
By:
/s/ Magdalena Heinrich
Name:
Magdalena Heinrich
Title:
Managing Director, Head of US Technology ECM
TD SECURITIES INC.
By:
/s/ Christopher John
Name:
Christopher John
Title:
Managing Director
27
SCHEDULE I
Underwriter
Total Number of
Firm Shares
to be Purchased
Citigroup Global Markets Inc.
2,134,408
BofA Securities, Inc.
2,134,408
TD Securities Inc.
1,710,890
CIBC World Markets Corp.
920,743
J.P. Morgan Securities LLC
920,743
RBC Capital Markets, LLC
920,743
Credit Agricole Securities (USA) Inc.
255,132
BNP Paribas Securities Corp.
255,132
MUFG Securities Americas Inc.
170,088
Scotia Capital (USA) Inc.
170,088
Canaccord Genuity LLC
42,522
Stifel, Nicolaus & Company, Incorporated
45,522
Total
9,677,419
Sch. I - 1
SCHEDULE II
(a) Issuer
Free Writing Prospectuses not included in the Pricing Disclosure Package
Press release dated August 5,
2026.
Investor Presentation dated
August 5, 2026.
(b) Additional
documents incorporated by reference
None.
(c) Information
other than the U.S. Pricing Prospectus that comprise the Pricing Disclosure Package
The price for the Shares,
which shall be $304.885 per Share.
The number of Shares purchased
by the Underwriters is 9,677,419.
(d) Marketing
materials
Investor presentation dated
August 5, 2026
Sch. II - 1
SCHEDULE III
LOCK-UP PARTIES
Robert A. Mionis
Kulvinder (Kelly)
Ahuja
Robert A. Cascella
Christopher Colpitts
Françoise
Colpron
Jill Kale
Laurette Koellner
Amar Maletira
David Reeder
Mandeep Chawla
Yann Etienvre
Todd Cooper
Steven Dorwart
Leila Wong
Douglas Parker
Theodore Tzevelekis
Sch. III - 1
ANNEX I
[FORM OF LOCK-UP
AGREEMENT]
Celestica Inc.
Lock-Up Agreement
[●], 2026
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
TD Securities Inc.
TD Tower 8th
Floor, 66 Wellington Street West
Toronto, ON M5K
1A2
Re: Celestica
Inc. - Lock-Up Agreement
Ladies and Gentlemen:
The
undersigned understands that you (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting
Agreement”) with Celestica Inc., an Ontario corporation (the “Company”), providing for a public offering (the “Public
Offering”) of common shares (the “Common Shares”) of the Company (the “Shares”) pursuant to (i) an
automatic shelf registration statement on Form S-3ASR (File No. 333-285515) filed with the Securities and Exchange Commission
(the “SEC”) as supplemented by a prospectus supplement and (ii) a short form base shelf prospectus for each of the provinces
and territories of Canada, as supplemented by a final prospectus supplement to be filed with the Canadian securities regulatory authorities
in each of the provinces and territories of Canada. Capitalized terms used but not defined herein shall have the meanings set forth in
the Underwriting Agreement.
In
consideration of the agreement by the Underwriters to purchase the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement
and continuing to and including the date 60 days after the date of the Underwriting Agreement (such period, the “Lock-Up Period”),
the undersigned shall not, and shall not cause or direct any of its affiliates to, without the prior written consent of the Underwriters
(i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell,
lend or otherwise transfer or dispose of any Common Shares of the Company, or any options or warrants to purchase any Common Shares of
the Company, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares of the Company
(such Common Shares of the Company, options, rights, warrants or other securities, collectively, “Lock-Up Securities”), including
without limitation any such Lock-Up Securities now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or
other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or
call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which
is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the
undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part,
directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder)
would be settled by delivery of Common Shares of the Company or other securities, in cash or otherwise (any such sale, loan, pledge or
other disposition, or transfer of economic consequences, a “Transfer”), (iii) make any demand for or exercise any right
with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause
any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above. The undersigned represents and
warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any
agreement or arrangement that provides for, is designed to or reasonably could be expected to lead to or result in any Transfer during
the Lock-Up Period.
Sch. III - 2
Notwithstanding
the foregoing, the undersigned may:
(a) transfer
the undersigned’s Lock-Up Securities (i) as one or more bona fide gifts or charitable contributions, or for bona
fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if the undersigned
is a natural person, to any member of the undersigned’s immediate family (for purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than
first cousin) or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or, if
the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust, (iv) to a partnership,
limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial
owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom
a disposition or transfer would be permissible under clauses (a)(i) through (iv) above, (vi) if the undersigned is a corporation,
partnership, limited liability company or other business entity, (A) to another corporation, partnership, limited liability company
or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned,
or to any investment fund or other entity which fund or entity is controlled or managed by the undersigned or affiliates of the undersigned,
or (B) as part of a distribution by the undersigned to its stockholders, partners, members or other equityholders or to the estate
of any such stockholders, partners, members or other equityholders, (vii) by operation of law, such as pursuant to a qualified domestic
order, divorce settlement, divorce decree or separation agreement or other order of a court or regulatory agency, (viii) to the
Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee, (ix) in
connection with a sale of the undersigned’s Common Shares acquired (A) from the Underwriters in the Public Offering or (B) in
open market transactions after the closing date of the Public Offering, (x) to the Company in connection with the vesting, settlement
or exercise of restricted stock units, options, warrants or other rights to purchase Common Shares of the Company (including, in each
case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the Lock-Up
Period, including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting,
settlement or exercise of such restricted stock units, options, warrants or other rights, or in connection with the conversion of convertible
securities, in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant
to the terms of convertible securities, each as described in the Registration Statement, the U.S. and Canadian preliminary prospectuses
relating to the Shares included in the Registration Statement immediately prior to the time the Underwriting Agreement is executed and
the U.S. and Canadian final prospectus supplements, provided that any securities received upon such vesting, settlement, exercise or
conversion shall be subject to the terms of this Lock-Up Agreement, or (xi) with the prior written consent of the Underwriters;
provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, such transfer or distribution
shall not involve a disposition for value (other than, with respect to (vi), dispositions for value in connection with transfers for
the purpose of tax-efficient structuring), (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) above,
it shall be a condition to the transfer or distribution that the donee, devisee, transferee or distributee, as the case may be, shall
sign and deliver a lock-up agreement in the form of this Lock-Up Agreement, (C) in the case of clauses (a)(i), (ii), (iii), (iv),
(v) and (vi) above, no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee,
distributor or distributee) under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required
or shall be voluntarily made during the Lock-Up Period in connection with such transfer or distribution, and (D) in the case of
clauses (a)(vii), (viii), (ix) and (x) above, no filing under Section 16(a) of the Exchange Act or other public filing,
report or announcement shall be voluntarily made during the Lock-Up Period, and if any such filing, report or announcement shall be legally
required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto (A) the
circumstances of such transfer or distribution and (B) in the case of a transfer or distribution pursuant to clause (a)(vii) above,
that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement in the form of this Lock-Up Agreement;
(b) enter
into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition
of the undersigned’s Lock-Up Securities, if then permitted by the Company, provided that none of the securities subject to such
plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period and no public announcement, report
or filing under the Exchange Act, or any other public filing, report or announcement, shall be required or shall be voluntarily made
regarding the establishment of such plan during the Lock-Up Period;
(c) transfer
the undersigned’s Lock-Up Securities pursuant to a 10b5-1 Plan existing as of the date hereof (an “Existing 10b5-1 Plan”),
in accordance with the terms of such Existing 10b5-1 Plan in existence as of the date hereof without any further amendment or modification,
provided that, (i) any filing made pursuant to Section 16(a) of the Exchange Act reporting any such transfer made pursuant
to this exception shall indicate that the transfer was made pursuant to the Existing 10b5-1 Plan; and (ii) such Existing 10b5-1
Plan has been disclosed to the Underwriters prior to the execution of this Lock-Up Agreement by the undersigned; and
(d) transfer
the undersigned’s Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction
that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change
of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger,
consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated
persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority
of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger,
consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions
of this Lock-Up Agreement.
If
the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally
applicable to any issuer-directed or other Shares the undersigned may purchase in the Public Offering.
The
undersigned now has, and, except as contemplated by clauses (a), (c) and (d) of the third paragraph of this Lock-Up Agreement,
for the duration of this Lock-Up Agreement will have, good and marketable title to the undersigned’s Lock-Up Securities, free and
clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with the foregoing restrictions.
The
undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice
to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal,
accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the
extent the undersigned has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have
provided or hereafter provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures
as contemplated by Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to
enter into this Lock-Up Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any Common
Shares of the Company, and nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such
a recommendation.
This
Lock-Up Agreement shall automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder
upon the earlier of (i) the date on which the Registration Statement filed with the SEC with respect to the Public Offering is withdrawn,
(ii) the date on which for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination)
prior to payment for and delivery of the Shares to be sold thereunder and (iii) the date on which the Company notifies the Underwriters,
in writing and prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the Public Offering.
The
undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any
law other than the laws of the State of New York. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission
method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Very truly yours,
By:
Name:
[please
print full name]
Title:
[please
print full title]
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2621135d2_ex5-1.htm · Sequence: 3
Exhibit 5.1
August 7, 2026
Celestica Inc.
5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada M2N 6L7
Re: Celestica Inc.
Registration Statement on Form S-3ASR
Filed on March 3, 2025 (File No. 333-285515)
Dear Sirs/Mesdames:
We
have acted as Canadian counsel to Celestica Inc. (the “Company”) in connection with its public offering (the “Offering”)
of 9,677,419 common shares in the capital of the Company (the “Common Shares”), pursuant to the terms and conditions
of an underwriting agreement (the “Underwriting Agreement”) dated as of August 5, 2026 between the Company and
BofA Securities Inc., Citigroup Global Markets Inc. and TD Securities Inc., on their own behalf and as representatives of their Canadian
affiliates and of the other underwriters in the Underwriting Agreement (the “Underwriters”). The Company has also granted
to the Underwriters an option (the “Option”) to purchase up to an additional 1,451,612 Common Shares (the “Option
Shares”). The Underwriters have elected to exercise the Option for 1,451,612 Option Shares on the Option Closing Date (as defined
in the Underwriting Agreement). The Common Shares and Option Shares are collectively referred to herein as the “Offered Shares”.
Reference
is made to the registration statement of the Company on Form S-3ASR (File No. 333-285515) (the “Registration
Statement”), including the prospectus constituting a part thereof, filed on March 3, 2025 (the “Base Prospectus”),
the preliminary prospectus supplement filed on August 5, 2026 (the “Preliminary Prospectus Supplement”), the final
prospectus supplement filed on August 6, 2026 (together with the Preliminary Prospectus Supplement, the “Prospectus Supplement”
and, together with the Base Prospectus, the “Prospectus”), filed with the U.S. Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Act”).
We
have considered such questions of law, examined such statutes and regulations and examined copies certified, authenticated or otherwise
identified to our satisfaction of such records of proceedings, documents, records, certificates, opinions and instruments and have made
such other investigations as we have considered necessary or desirable in connection with the opinion hereinafter set forth, including,
but not so as to limit the generality of the foregoing, a certificate dated the date hereof signed by an officer of the Company as to
certain factual matters (the “Officer’s Certificate”).
For the purposes of the opinion
expressed herein, we have assumed that: all signatures examined by us are genuine; the extent that any person has signed a document electronically,
such person has applied their own electronic signature to the document; all individuals signing any documents had the requisite legal
capacity; all photostatic, electronic or facsimile, certified, notarial or other copies of documents conform to the originals; and all
facts set forth in the Officer’s Certificate are complete, true and accurate as at the date hereof.
Page 01
/ 02
The opinions contained herein
are limited to matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Domestic
Law”). Such opinions are expressed with respect to the Domestic Law in effect on the date of this opinion and we do not accept
any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes
in law, facts or other developments subsequent to this date that do or may affect the opinions we express, nor do we have any obligation
to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any other
person other than the addressee to rely on our opinion.
Based
and relying upon and subject to the qualifications set forth herein, we are of the opinion that the Offered Shares have been validly
issued and are outstanding as fully paid and non-assessable shares in the capital of the Company.
This opinion is rendered solely
in connection with the Registration Statement and the transactions covered thereby, is expressly limited to the matters stated herein,
and no opinions may be implied or inferred beyond matters expressly stated herein. This opinion may not be used or relied upon by you
for any other purpose or used or relied upon by any other person.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Legal Matters”
in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required by the Act or the rules and regulations promulgated thereunder. This opinion may not be quoted
from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.
Yours very truly,
/s/ Blake, Cassels &
Graydon LLP
Page 02
/ 02
EX-23.1 — EXHIBIT 23.1
EX-23.1
Filename: tm2621135d2_ex23-1.htm · Sequence: 4
Exhibit 23.1
August 7, 2026
Celestica Inc.
5140 Yonge Street, Suite 1900
Toronto, Ontario, Canada M2N 6L7
Re: Celestica Inc.
Registration Statement on Form S-3ASR
Filed on March 3, 2025 (File No. 333-285515)
Dear Sirs/Mesdames:
We
have acted as Canadian counsel to Celestica Inc. (the “Company”) in connection with its public offering (the “Offering”)
of 9,677,419 common shares in the capital of the Company (the “Common Shares”), pursuant to the terms and conditions
of an underwriting agreement (the “Underwriting Agreement”) dated as of August 5, 2026 between the Company and
BofA Securities Inc., Citigroup Global Markets Inc. and TD Securities Inc., on their own behalf and as representatives of their Canadian
affiliates and of the other underwriters in the Underwriting Agreement (the “Underwriters”). The Company has also granted
to the Underwriters an option (the “Option”) to purchase up to an additional 1,451,612 Common Shares (the “Option
Shares”). The Underwriters have elected to exercise the Option for 1,451,612 Option Shares on the Option Closing Date (as defined
in the Underwriting Agreement). The Common Shares and Option Shares are collectively referred to herein as the “Offered Shares”.
Reference
is made to the registration statement of the Company on Form S-3ASR (File No. 333-285515) (the “Registration
Statement”), including the prospectus constituting a part thereof, filed on March 3, 2025 (the “Base Prospectus”),
the preliminary prospectus supplement filed on August 5, 2026 (the “Preliminary Prospectus Supplement”), the final
prospectus supplement filed on August 6, 2026 (together with the Preliminary Prospectus Supplement, the “Prospectus Supplement”
and, together with the Base Prospectus, the “Prospectus”), filed with the U.S. Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Act”).
We
have considered such questions of law, examined such statutes and regulations and examined copies certified, authenticated or otherwise
identified to our satisfaction of such records of proceedings, documents, records, certificates, opinions and instruments and have made
such other investigations as we have considered necessary or desirable in connection with the opinion hereinafter set forth, including,
but not so as to limit the generality of the foregoing, a certificate dated the date hereof signed by an officer of the Company as to
certain factual matters (the “Officer’s Certificate”).
For the purposes of the opinion
expressed herein, we have assumed that: all signatures examined by us are genuine; the extent that any person has signed a document electronically,
such person has applied their own electronic signature to the document; all individuals signing any documents had the requisite legal
capacity; all photostatic, electronic or facsimile, certified, notarial or other copies of documents conform to the originals; and all
facts set forth in the Officer’s Certificate are complete, true and accurate as at the date hereof.
Page 01
/ 02
The opinions contained herein
are limited to matters governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (“Domestic
Law”). Such opinions are expressed with respect to the Domestic Law in effect on the date of this opinion and we do not accept
any responsibility to take into account or inform the addressee, or any other person authorized to rely on this opinion, of any changes
in law, facts or other developments subsequent to this date that do or may affect the opinions we express, nor do we have any obligation
to advise you of any other change in any matter addressed in this opinion or to consider whether it would be appropriate for any other
person other than the addressee to rely on our opinion.
Based
and relying upon and subject to the qualifications set forth herein, we are of the opinion that the Offered Shares have been validly
issued and are outstanding as fully paid and non-assessable shares in the capital of the Company.
This opinion is rendered solely
in connection with the Registration Statement and the transactions covered thereby, is expressly limited to the matters stated herein,
and no opinions may be implied or inferred beyond matters expressly stated herein. This opinion may not be used or relied upon by you
for any other purpose or used or relied upon by any other person.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Legal Matters”
in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required by the Act or the rules and regulations promulgated thereunder. This opinion may not be quoted
from or referred to in any documents other than the Registration Statement as provided for herein without our prior written consent.
Yours very truly,
/s/ Blake, Cassels &
Graydon LLP
Page 02
/ 02
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