Exhibit 99.3

UNDERWRITING AGREEMENT

April 13, 2026

NOUVEAU MONDE GRAPHITE INC.
481, rue Brassard, Saint-Michel-Des-Saints
Québec, J0K 3B0, Canada

Dear Sirs and Madams:

Re: Offering of Subscription Receipts of Nouveau Monde Graphite Inc.

BMO Nesbitt Burns Inc. and National Bank Financial Inc., as Bookrunners (as defined herein), ATB Capital Markets Corp., H.C. Wainwright & Co., LLC, Maxim Group LLC and Roth Canada, Inc. (collectively, the “Underwriters”) understand that Nouveau Monde Graphite Inc. (the “Corporation”) proposes to issue and sell 45,600,000 Subscription Receipts (as defined herein) at a purchase price of $1.84 per Subscription Receipt (the “Offering Price”). The 45,600,000 Subscription Receipts to be issued and sold at the Closing Time (as defined herein) are collectively referred to as the “Underwritten Securities”. The Corporation also proposes to issue and sell, at the election of the Underwriters, up to an additional 6,840,000 Subscription Receipts (the “Over-Allotment Securities”) pursuant to the due and proper exercise of the Over-Allotment Option (as defined herein) at the Offering Price.

Based upon the foregoing and subject to the terms, conditions, representations and warranties contained herein, the Underwriters hereby severally and not jointly, in the respective percentages hereinafter set forth, offer to purchase from the Corporation and, by its acceptance hereof, the Corporation agrees to sell to the Underwriters all, but not less than all, of the Underwritten Securities at the Offering Price, being an aggregate purchase price of $83,904,000. The closing of the purchase and sale of the Underwritten Securities will take place at the Closing Time on the Closing Date (as defined herein) as more particularly described herein.

Each Subscription Receipt will entitle the holder either:

The gross proceeds of the offering of the Subscription Receipts contemplated hereby (the “Offering”) less the Non-Escrowed Underwriting Fee (as defined herein) will, from the Closing Date until the earlier of the delivery of the Escrow Release Notice and Direction and the Termination Time, be held in escrow by the Subscription Receipt Agent (such amount together with Earned Interest thereon from time to time, the “Escrowed Funds”) and deposited or invested, as the case may be, in short-term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada, a province of Canada or issued by a Canadian chartered bank (and other permitted investments), to be maintained by the Subscription Receipt Agent as specified in the Subscription Receipt Agreement. On or immediately after the Concurrent Private Placement Closing (as defined herein), the Corporation will deliver the Escrow Release Notice and Direction, and the Escrowed Funds, less the Escrowed Underwriting Fee (as defined herein), will be released by the Subscription Receipt Agent to or at the direction of the Corporation.

The Underwriters understand that the Corporation has filed a Final Base Shelf Prospectus (as defined herein) relating to the qualification for distribution of the Shelf Securities (as defined herein) in each of the Provinces (as defined herein), and a Registration Statement (as defined herein) relating to the offer and sale of the Shelf Securities in the United States. The Underwriters further understand that the Corporation has prepared and filed (in the English and French languages, as appropriate) with the Securities Commissions (as defined herein) in the Provinces the Canadian Preliminary Prospectus Supplement (as defined herein) and has prepared and filed with the SEC (as defined herein) the U.S. Preliminary Prospectus Supplement (as defined herein).

The Underwriters also understand that the Corporation is prepared (a) to authorize and issue the Offered Securities (as defined herein), and (b) to prepare and file, in accordance with the terms hereof, (i) a (final) Prospectus Supplement and all necessary related documents in order to qualify the distribution of the Offered Securities in each of the Provinces, and (ii) a (final) prospectus supplement in relation to the Offered Securities with the SEC.

As used herein, the terms “Registration Statement,” “U.S. Preliminary Prospectus Supplement,” “Canadian Preliminary Prospectus Supplement,” “Disclosure Package”, “Canadian Final Prospectus” and “U.S. Final Prospectus” shall include the documents, if any, incorporated by reference therein, from time to time. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Disclosure Package (as defined herein), the Preliminary Prospectuses (as defined herein) or the Prospectuses (as defined herein) or any free writing prospectus shall include all documents subsequently filed or furnished by the Corporation with or to the Securities Commissions and the SEC pursuant to Canadian Securities Laws (as defined herein) or U.S. Exchange Act (as defined herein), as the case may be, that are deemed to be incorporated by reference therein.

In consideration of the Underwriters’ agreement to purchase the Underwritten Securities, the Corporation grants to the Underwriters the Over-Allotment Option, exercisable, in whole or in part, at any time and from time to time until the earlier of (a) 5:00 p.m. (Montréal time) on the day that is 30 days following the Closing Date; and (b) the Termination Date (the earliest such date, the “Over-Allotment Option Expiry Date”), to purchase from the Corporation the Over-Allotment Securities at the Over-Allotment Closing Time (as defined herein) for a purchase price per Over-Allotment Security purchased equal to the Offering Price, provided such Over-Allotment Securities are purchased by the Underwriters for the purpose of covering the Underwriters’ Over-Allocation Position (as defined herein), if any, and for market stabilization purposes and further provided the number of Over-Allotment Securities does not exceed the Underwriters’ Over-Allocation Position.

Each notice exercising the Over-Allotment Option to purchase the Over-Allotment Securities, in whole or in part, shall be given by the Bookrunners, on behalf of the Underwriters, to the Corporation on or before the Over-Allotment Option Expiry Date in the manner set forth in Section 16 and shall specify: (a) the number of Over-Allotment Securities to be purchased by the Underwriters; (b) the Over-Allotment Closing Date (as defined herein); and (c) the Over-Allotment Closing Time. Upon the furnishing of any such notice, the Underwriters shall be committed to purchase, severally and not jointly, in the respective percentages set forth in Section 13.1 and the Corporation shall be obligated to issue and sell, in accordance with the provisions hereof, the number of Over-Allotment Securities specified in such notice.

In consideration of (a) the Underwriters’ agreement to purchase the Underwritten Securities and to offer them to the public, which agreement will result from the acceptance of this offer by the Corporation; and (b) the services rendered and to be rendered by the Underwriters in connection with the foregoing, the Corporation agrees to pay to the Underwriters the Underwriting Fee (as defined herein) in accordance with the terms of this Agreement. The Corporation also agrees to pay to the Underwriters the Underwriting Fee on the aggregate purchase price of any Over-Allotment Securities purchased by the Underwriters pursuant to the Over-Allotment Option, in accordance with the terms of this Agreement. Of the total Underwriting Fee, 50% of the applicable Underwriting Fee (the “Non-Escrowed Underwriting Fee”) will be payable at the Closing Time or the applicable Over-Allotment Closing Time, if any, and the other 50% of the applicable Underwriting Fee (the “Escrowed Underwriting Fee”) will be payable from the Escrowed Funds upon satisfaction of the Escrow Release Conditions. If a Termination Event occurs, the Underwriting Fee will consist solely of the Non-Escrowed Underwriting Fee and the Underwriters will not be entitled to receive the Escrowed Underwriting Fee.

The gross proceeds from the purchase by the Underwriters for the Offered Securities shall be payable to the Subscription Receipt Agent at the Closing Time or the applicable Over-Allotment Closing Time, if any, less the Non-Escrowed Underwriting Fee.

For greater certainty, the services provided by the Underwriters in connection herewith for which the Underwriters are to receive the Underwriting Fee shall not be subject to the Goods and Services Tax provided for in the Excise Tax Act (Canada) and any taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that Canada Revenue Agency determines that the Goods and Services Tax provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of Goods and Services Tax forthwith upon the request of the Underwriters. The Underwriters shall cooperate with the Corporation in filing any objections and/or appeals, at the Corporation’s sole discretion and expense, of such an assessment or reassessment, and shall reimburse the Corporation forthwith for the amount of Goods and Services Tax paid upon receipt of a refund or payment from the Canada Revenue Agency in respect of same.

TERMS AND CONDITIONS

The agreement resulting from the acceptance of this offer by the Corporation shall be subject to the following terms and conditions:

“affiliate” and “subsidiary” shall have the meanings attributed thereto in the Securities Act (Québec);

“Agreement”, “hereto”, “herein”, “hereunder”, “hereof” and similar expressions mean and refer to the agreement between the Corporation and the Underwriters resulting from the acceptance by the Corporation of the offer made by the Underwriters by this letter and not to any particular paragraph or other part of this Agreement;

“AMF” means Autorité des marchés financiers (Québec);

“Applicable Laws” means all applicable laws, rules, regulations, policies, statutes, ordinances, codes, orders, consents, decrees, judgments, decisions, rulings, awards, guidelines, or the terms and conditions of any Authorizations, including any judicial or administrative interpretation thereof, of any Governmental Authority, including for certainty with respect to all Environmental Laws;

“Anti-Money Laundering Laws” has the meaning ascribed to such term in Section 7.1(zz) of this Agreement;

“Authorizations” means any regulatory licenses, approvals, permits, consents, certificates, registrations, filings or other authorizations of or issued by any Governmental Authority under Applicable Laws;

“Battery Material Plants” means, collectively, (i) the phase-2 battery anode facility project of the Corporation, with annual average capacity of approximately 44,000 tonnes per year of high-capacity active anode material, and (ii) the phase-2 battery anode facility project of the Corporation, with an annual average capacity of approximately 13,000 tonnes per year of high-capacity active anode material, in each case located on the Bécancour Property;

“Bécancour Property” means the property located in Bécancour, Québec, comprised of a 142,945.8-m2 brownfield site that includes a 22,000-m2 facility, large storing and logistics area, and a contiguous 199,138.7-m2 greenfield site;

“Bookrunners” means, collectively, BMO Nesbitt Burns Inc. and National Bank Financial Inc., in their capacities as joint bookrunners for the Offering;

“Business Day” means a day on which each of the TSX and the NYSE is open for trading and banking institutions are open for business in Montréal, Québec;

“Canadian Final Prospectus” means, together, the Final Base Shelf Prospectus and the Prospectus Supplement, including all documents incorporated therein by reference;

“Canadian Preliminary Prospectus Supplement” means the English and French language versions (unless the context indicates otherwise) of the preliminary prospectus supplement dated April 9, 2026 to the Final Base Shelf Prospectus relating to the distribution of the Offered Securities and to be used by the Underwriters prior to the filing of the Prospectus Supplement;

“Canadian Securities Laws” means the securities acts or similar statutes of the Provinces and all regulations, rules, instruments, policy statements, notices and blanket orders or rulings thereunder;

“Canadian Subsidiary” means any of Nouveau Monde District Inc., NMG Matawinie Inc. or NMG Bécancour Inc., all of which are referred to as the “Canadian Subsidiaries”;

“CBCA” means the Canada Business Corporations Act, as amended;

“CFPOA” has the meaning ascribed to such term in Section 7.1(aaa) of this Agreement;

“CGF” means Canada Growth Fund Inc.;

“CGF Investment Agreement” means the investment agreement dated December 20, 2024 between the Corporation and CGF;

“CGF Registration Rights” means the registration rights granted to CGF pursuant to the registration rights agreement dated December 20, 2024 between the Corporation and CGF;

“CGF Rights and Obligations” means the rights granted to CGF pursuant to the CGF Investment Agreement;

“Closing Date” means on or about April 16, 2026 or such other date not later than July 31, 2026 as the parties hereto may agree to in writing;

“Closing Time” means 8:00 a.m. (Eastern time) on the Closing Date or such other time on the Closing Date as the parties hereto may agree to in writing;

“Code” has the meaning ascribed to such term in Section 7.1(yyy) of this Agreement;

“Collaboration Agreement” means the Entente de collaboration et de partage des bénéfices relative au projet minier Matawinie executed on January 23, 2020, between the Corporation and the Municipalité de Saint-Michel-des-Saints;

“Common Shares” has the meaning ascribed thereto above;

“comparables” has the meaning ascribed thereto in NI 41-101;

“Concurrent Private Placement” means the non-brokered private placement for approximately $213 million with IQ, CGF and ENI, as contemplated by the Concurrent Subscription Agreements;

“Concurrent Private Placement Closing” means the consummation of the Concurrent Private Placement in accordance with the Concurrent Subscription Agreements;

“Concurrent Subscription Agreements” means the subscription agreements dated April 9, 2026 between the Corporation and each of IQ, CGF and ENI pursuant to which IQ, CGF and ENI will subscribe to an aggregate 115,847,791 Common Shares at the Offering Price;

“Contaminant” means and includes, without limitation, any pollutants, contaminants, chemicals, industrial, toxic or hazardous wastes, materials or substances, including an odor, a sound or a vibration, as defined or described as or otherwise determined to be hazardous, radioactive explosive, gaseous, flammable, toxic, corrosive, oxidizing or leachable or a pollutant or a contaminant pursuant to any Environmental Laws, including a mixture thereof;

“Continuing Underwriter” has the meaning ascribed to such term in Section 13.2 of this Agreement;

“Corporation” has the meaning ascribed thereto above;

“Corporation Data” has the meaning ascribed to such term in Section 7.1(www) of this Agreement;

“Debt Instrument” means the IQ Convertible Note, the Deed of Hypothec, and any and all other loans, bonds, notes, debentures, indentures, promissory notes, mortgages, guarantees, security agreements or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or its subsidiaries are a party or to which their property or assets are otherwise bound;

“Defaulted Securities” “has the meaning ascribed to such term in Section 13.2 of this Agreement;

“Deed of Hypothec” means a hypothec securing the Corporation’s obligations created under the Pallinghurst Royalty Agreement, granted by the Corporation to Pallinghurst International under the terms of a Deed of Hypothec executed before Mtre Lyes ARFA, Notary, on August 29, 2022 and registered at the Quebec Land Registry Office, in the Register of real rights of State resource development, for the Registration Divisions of Berthier, Joliette and Maskinonge, on August 30, 2022 under number 27 521 580;

“Disclosure Package” means (i) the U.S. Base Shelf Prospectus, together with the U.S. Preliminary Prospectus Supplement, as amended and supplemented prior to the Initial Sale Time, (ii) the documents and pricing information identified in Schedule A hereto, and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter agree to include as part of the Disclosure Package;

“distribution” means “distribution” or “distribution to the public”, which terms have the meanings attributed thereto under applicable Canadian Securities Laws;

“DSU” means a deferred share unit that, upon settlement, entitles the recipient participant to acquire Common Shares subject to the conditions established under the Corporation’s Omnibus Incentive Plan adopted by the board of directors of the Corporation on May 14, 2025;

“EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval, an automated electronic system maintained by the SEC for the filing and dissemination of documents submitted to the SEC in electronic format;

“Earned Interest” has the meaning ascribed thereto above;

“Effective Date” means each date and time that any part of the Registration Statement or any post-effective amendment or amendments thereto became or becomes effective;

“ENI” means ENI S.p.A., through its subsidiary ENI International B.V.;

“Environmental Activity” means and includes, without limitation, any past, present or contemplated activity, event or circumstance in respect of a Contaminant, including, without limitation, the storage, use, holding, collection, purchase, accumulation, generation, manufacture, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater;

“Environmental Laws” means any and all applicable international, federal, provincial, state or municipal laws, statutes, regulations, treaties, orders, judgments, decrees, ordinances or official directives that apply in whole or in part to the Corporation or its subsidiaries or its prior or existing operations or properties or assets and all Authorizations relating to the environment, occupational health and safety, or any Environmental Activity;

“Escrow Release Conditions” means (i) the Corporation obtaining the Shareholder Approvals, (ii) IQ, CGF and ENI completing the Concurrent Private Placement in accordance with the terms of the Concurrent Subscription Agreements, and (iii) the satisfaction or waiver of the other escrow release conditions under the Subscription Receipt Agreement;

“Escrow Release Notice and Direction” means the notice to be provided to the Subscription Receipt Agent, substantially in the form attached to the Subscription Receipt Agreement, executed by the Corporation and the Bookrunners on behalf of the Underwriters, certifying that the Escrow Release Conditions have been satisfied;

“Escrowed Funds” has the meaning ascribed thereto above;

“Escrowed Underwriting Fee” has the meaning ascribed thereto above;

“Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto;

“FCPA” has the meaning ascribed to such term in Section 7.1(aaa) of this Agreement;

“Final Base Shelf Prospectus” means the final short form base shelf prospectus of the Corporation dated December 5, 2025, in both the English and French languages unless the context indicates otherwise, including for greater certainty the documents incorporated by reference therein;

“Financial Statements” means the Corporation’s consolidated audited annual financial statements for the years ended December 31, 2025 and December 31, 2024, together with the related notes thereto and the independent auditors’ report thereon.

“FINRA” means Financial Industry Regulatory Authority;

“First Nation” means the Indian, Inuit and Métis peoples of Canada; a band as defined pursuant to the Indian Act (RSC 1985, c I-5); any government or council including customary government or council established for the benefit of Indian, Inuit and Métis peoples of Canada; a corporation, trust, partnership or other unincorporated organization belonging to or established for the benefit of the Indian, Inuit or Métis peoples of Canada or in which one or more Indian, Inuit or Métis hold an interest; and also includes a third party acting on its behalf;

“Form F-10” means Form F-10 under the U.S. Securities Act;

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 of the U.S. Securities Act;

“GM” means General Motors Holdings LLC;

“GM Investor Rights Agreement” means an investor rights agreement dated February 28, 2024 between the Corporation and GM;

“GM Registration Rights” means the registration rights granted to GM pursuant to the subscription agreement dated February 14, 2024 between the Corporation and GM;

“GM Rights and Obligations” means the rights granted to GM pursuant to the GM Investor Rights Agreement;

“GoC Term Sheets” means the amended and restated binding term sheet related to a supply and storage agreement and a marketing agreement, entered into between NMG Matawinie Inc. and His Majesty the King in Right of Canada as represented by the Minister of Public Works and Government Services Canada dated as of March 25, 2026;

“Governmental Authority” means, without limitation, any national or federal government, any provincial, state, municipal or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

“IBA Agreement” means the Impact and Benefit Agreement dated December 11, 2024 with the Conseil des Atikamekw de Manawan outlining the respective rights and interests of all parties thereto with respect to development activities;

“IFRS” has the meaning specified in Section 7.1(qq) of this Agreement;

“Initial Sale Time” has the meaning specified in Section 3.3(c) of this Agreement;

“IP Licenses” has the meaning specified in Section 7.1(lll) of this Agreement;

“IQ” means Investissement Québec;

“IQ Convertible Note” means the US$12,500,000 convertible note issued by the Corporation to IQ on November 8, 2022, as amended, with a maturity date of November 8, 2026;

“IQ Investment Agreement” means investment agreement dated December 20, 2024 between the Corporation and IQ;

“IQ Registration Rights” means the registration rights granted to IQ pursuant to the registration rights agreement dated December 20, 2024 between the Corporation and IQ;

“IQ Rights and Obligations” means the rights granted to IQ pursuant to the IQ Investment Agreement;

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 of the U.S. Securities Act;

“IT Systems” has the meaning ascribed to such term in Section 7.1(www) of this Agreement;

“Liens” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or right to use or occupy, property or assets;

“limited-use version” has the meaning ascribed thereto under NI 41-101;

“Marketing Documents” means, collectively, all (i) standard term sheets and (ii) marketing materials (including any template version, revised template version or limited-use version thereof), in both the English and French languages, as applicable, and in either case provided to a potential investor in connection with the distribution of the Offered Securities;

“marketing materials” has the meaning ascribed thereto under NI 41-101;

“Material Adverse Effect” means any change (including a decision to implement a change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), event, violation, inaccuracy, circumstance or effect that (i) is materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), capitalization, condition (financial or otherwise), results of operations or prospects of the Corporation or its subsidiaries, as the case may be, or (ii) would result in any of the Prospectuses containing a misrepresentation;

“Material Agreements” means collectively, the IBA Agreement, the Collaboration Agreement, the Pallinghurst Royalty Agreement, the Pre-Development Agreement, the Offtake and Joint Marketing Agreement, the Panasonic Offtake Agreement, the Pallinghurst Investor Rights Agreement, the GM Investor Rights Agreement, the Panasonic Investor Rights Agreement, the IQ Investment Agreement, the CGF Investment Agreement, the Mitsui Investor Rights Agreement, the IQ Convertible Note, the GoC Term Sheets, and any and all other contracts, commitments, agreements (written or oral), instruments, leases or other documents or arrangements to which the Corporation or its subsidiaries are a party or to which their properties or assets are otherwise bound, and which are material to the Corporation and its subsidiaries, on a consolidated basis;

“material change”, “material fact” and “misrepresentation” have the meanings attributed thereto under applicable Canadian Securities Laws;

“Material Property” means: (i) the “Matawinie Property”, namely the Matawinie Graphite Property located in the Saint-Michel-des-Saints area of Québec, approximately 120 kilometers north of Montreal, Québec and includes 176 exclusive exploration rights forming two (2) non-contiguous claim blocks totaling 9,263.68 hectares; (ii) the Uatnan Property located in the Côte-Nord Administrative Region of Québec, approximately 220 kilometers north north-west of the City of Baie-Comeau, Québec, and includes 205 exclusive exploration rights totaling 11,082.95 hectares; and (iii) the “Bécancour Property” located in Bécancour, Québec, a 142,945.8-m2 brownfield site that includes a 22,000-m2 facility, large storing and logistics area, and a contiguous 199,138.7-m2 greenfield site;

“Mineral Rights” has the meaning ascribed to such term in Section 7.1(eee) of this Agreement;

“Mitsui” means Mitsui & Co., LTD.;

“Mitsui Investor Rights Agreement” means an investor rights agreement dated May 2, 2024 between the Corporation and Mitsui;

“Mitsui Registration Rights” means the registration rights granted to Mitsui pursuant to the registration rights agreement dated May 2, 2024 between the Corporation and Mitsui;

“Mitsui Rights and Obligations” means the rights granted to Mitsui pursuant to the Mitsui Investor Rights Agreement;

“MI 11-102” means Regulation 11-102 respecting Passport System, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“NI 41-101” means Regulation 41-101 respecting General Prospectus Requirements, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“NI 43-101” means Regulation 43-101 respecting Standards of Disclosure for Mineral Project, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“NI 44-101” means Regulation 44-101 respecting Short Form Prospectus Distributions, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“NI 44-102” means Regulation 44-102 respecting Shelf Distributions, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“NI 52-109” means Regulation 52-109 respecting Certification of Disclosure in Issuers Annual and Interim Filings, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“NI 61-101” means Regulation 61-101 respecting Protection of minority security holders in special transactions, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced;

“Non-Escrowed Underwriting Fee” has the meaning ascribed thereto above;

“NYSE” means the New York Stock Exchange;

“Offered Securities” means, collectively, the Underwritten Securities and the Over-Allotment Securities;

“Offering” has the meaning ascribed thereto above;

“Offering Price” has the meaning ascribed thereto above;

“Offtake and Joint Marketing Agreement” means the amended and restated offtake and joint marketing agreement with Traxys North America LLC for flake graphite concentrate to be produced by the Corporation at its Saint-Michel-des-Saints plant (Phase 2) dated as of December 12, 2025;

“Omnibus Incentive Plan” means the Omnibus Incentive Plan of the Corporation adopted by the board of directors of the Corporation on May 14, 2025;

“Option” means an option to acquire one Common Share subject to the conditions established under the Corporation’s Omnibus Incentive Plan adopted by the board of directors of the Corporation on May 14, 2025;

“Over-Allocation Position” has the meaning given to such term in NI 41-101;

“Over-Allotment Closing Date” means the date, or in the event of more than one exercise of the Over-Allotment Option, each applicable date, as set out in the Over-Allotment Option notice delivered to the Corporation in accordance with this Agreement, or such other date as the Bookrunners, on behalf of the Underwriters, and the Corporation may agree upon in writing, provided that in no event shall the Over-Allotment Closing Date occur later than two Business Days following the Over-Allotment Option Expiry Date;

“Over-Allotment Closing Time” means the time, or in the event of more than one exercise of the Over-Allotment Option, each applicable time, as set out in the Over-Allotment Option notice delivered to the Corporation in accordance with this Agreement, or such other date as the Bookrunners, on behalf of the Underwriters, and the Corporation may agree upon in writing;

“Over-Allotment Option” means the option granted by the Corporation to the Underwriters to purchase up to the full number of Over-Allotment Securities;

“Over-Allotment Option Expiry Date” has the meaning ascribed thereto above;

“Over-Allotment Securities” has the meaning ascribed thereto above;

“Pallinghurst” means Pallinghurst International and its affiliates, including without limitation Pallinghurst Graphite and Pallinghurst Bond;

“Pallinghurst Bond” means Pallinghurst Bond Limited;

“Pallinghurst Graphite” means Pallinghurst Graphite Limited;

“Pallinghurst International” means Pallinghurst Graphite International Limited;

“Pallinghurst Investor Rights Agreement” means the second amended and restated investment agreement dated November 8, 2022 between the Corporation and Pallinghurst;

“Pallinghurst Registration Rights” means the registration rights granted to Pallinghurst pursuant to the registration rights agreement dated May 2, 2024 between the Corporation and Pallinghurst;

“Pallinghurst Rights and Obligations” means the rights granted to Pallinghurst pursuant to the Pallinghurst Investor Rights Agreement;

“Pallinghurst Royalty Agreement” means the royalty agreement dated as of August 28, 2020, by and between Pallinghurst Graphite and the Corporation, as assigned to Pallinghurst International pursuant to an Assignment and Assumption Agreement dated December 17, 2020, as amended on August 18, 2023 and August 29, 2024, and as further amended or supplemented, from time to time;

“Panasonic” means Panasonic Energy Co., Ltd.;

“Panasonic Investor Rights Agreement” means an investor rights agreement dated February 28, 2024 between the Corporation and Panasonic;

“Panasonic Offtake Agreement” means the offtake agreement with Panasonic for the supply of active anode material from the 13,000 tons per year from the Battery Material Plants dated as of October 31, 2025;

“Panasonic Registration Rights” means the registration rights granted to Panasonic pursuant to the registration rights agreement dated February 28, 2024 between the Corporation and Panasonic;

“Panasonic Rights and Obligations” means the rights granted to Panasonic pursuant to the Panasonic Investor Rights Agreement;

“PFIC” has the meaning ascribed to such term in Section 7.1(yyy) of this Agreement;

“Pre-Development Agreement” means the pre-development agreement dated March 25, 2019, with the Conseil des Atikamekw de Manawan and the Conseil de la Nation Atikamekw outlining the respective rights and interests of all parties thereto with respect to pre-development activities;

“Preliminary Prospectuses” means the U.S. Preliminary Prospectus Supplement and the Canadian Preliminary Prospectus Supplement;

“Premises” has the meaning ascribed to such term in Section 7.1(mmm) of this Agreement;

“Prospectus Amendment” means any amendment to the Final Base Shelf Prospectus or the Prospectus Supplement, including for greater certainty the documents incorporated by reference therein;

“Prospectus Supplement” means the English and French language versions (unless the context indicates otherwise) of the (final) shelf prospectus supplement of the Corporation to be dated April 13, 2026 to the Final Base Shelf Prospectus relating to the distribution of the Offered Securities, including for greater certainty the documents incorporated by reference in the Final Base Shelf Prospectus;

“Prospectus Review Procedures” means the procedures for prospectus review in multiple jurisdictions provided for under Regulation 11-202 respecting Process for Prospectus Reviews in Multiple Jurisdictions, or the corresponding regulation or instrument in the Provinces, other than Québec, as amended or replaced, and MI 11-102;

“Prospectuses” means the Canadian Final Prospectus and the U.S. Final Prospectus;

“provide” in the context of sending or making available Marketing Documents to a potential investor of Offered Securities has the meaning ascribed thereto under applicable Canadian Securities Laws, whether in the context of a “road show” (as defined in NI 41-101) or otherwise;

“Provinces” means all of the provinces of Canada;

“PSU” means a performance share unit that, upon settlement, entitles the recipient participant to acquire Common Shares subject to the conditions established under the Corporation’s Omnibus Incentive Plan adopted by the board of directors of the Corporation on May 14, 2025;

“Public Record” means all information filed after December 31, 2025 by or on behalf of the Corporation with the Securities Commissions, including without limitation, the Prospectus and all documents incorporated by reference therein and any other information filed with any Securities Commission in compliance, or intended compliance with any applicable Canadian Securities Laws;

“Refusing Underwriter” has the meaning ascribed to such term in Section 13.2 of this Agreement;

“Registration Statement” means, collectively, the registration statement of the Corporation on Form F-10 (File No. 333-291778), initially filed with the SEC on November 25, 2025 and amended on December 8, 2025, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time the registration statement became effective, each as amended at the time the registration statement became effective and including any post effective amendment thereto, and including any prospectus supplement relating to the Subscription Receipts that is filed with the SEC and deemed part of such registration statement;

“RSU” means a restricted share unit that, upon settlement, entitles the recipient participant to acquire Common Shares subject to the conditions established under the Corporation’s Omnibus Incentive Plan adopted by the board of directors of the Corporation on May 14, 2025;

“Sanctions” has the meaning ascribed to such term in Section 7.1(vvv) of this Agreement;

“SEC” means the United States Securities and Exchange Commission;

“Securities Commissions” means the securities commissions or other securities regulatory authorities in the Provinces;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + of the Canadian Securities Administrators;

“Selling Firms” means (as defined in Section 5.1) the dealers and brokers, including the Underwriters, who participate in the offer and sale of the Offered Securities pursuant to this Agreement;

“Shareholder Approvals” has the meaning ascribed to such expression in the Prospectus Supplement;

“Shelf Securities” means Common Shares, debt securities of the Corporation, subscription receipts exchangeable for Common Shares and/or other securities of the Corporation, warrants exercisable to acquire Common Shares and/or other securities of the Corporation, and securities comprised of more than one of Common Shares, debt securities, subscription receipts and/or warrants offered together as a unit;

“Subscription Receipt Agent” means TSX Trust Company;

“Subscription Receipt Agreement” means the agreement to be dated as of the Closing Date and made among the Corporation, the Bookrunners and the Subscription Receipt Agent governing the terms and conditions of the Subscription Receipts;

“Subscription Receipts” means the subscription receipts of the Corporation to be issued and sold pursuant to the Offering, having the rights and conditions described in the Subscription Receipt Agreement;

“Supplementary Material” means, collectively, any amendment to the Prospectus, any amended or supplemented Prospectus and any document which may be filed by or on behalf of the Corporation under the applicable Canadian Securities Laws, and incorporated by reference in, the Prospectus;

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder;

“Technical Report” means the technical report titled “NI 43-101 Technical Report: 2025 Feasibility Study for the Matawinie Graphite Mine”, effective as of November 12, 2025 and issued on November 13, 2025;

“template version” has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by such instrument;

“Termination Date” has the meaning ascribed thereto above;

“Termination Event” has the meaning ascribed thereto above;

“Termination Payment” has the meaning ascribed thereto above;

“Termination Time” means 11:59 p.m. (Eastern time) on July 31, 2026;

“TSX” means the Toronto Stock Exchange;

“Underlying Common Shares” means the Common Shares issuable pursuant to the terms of the Offered Securities in accordance with the terms of the Subscription Receipt Agreement;

“Underwriters” has the meaning ascribed thereto above;

“Underwriting Fee” means 5.0% of the aggregate purchase price for the Offered Securities purchased by the Underwriters;

“Underwritten Securities” has the meaning ascribed thereto above;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“U.S. Base Shelf Prospectus” means the prospectus relating to the Shelf Securities included in the Registration Statement, in the form in which it has most recently been filed, or transmitted for filing, with the SEC on or prior to the Initial Sale Time (including, unless the context otherwise requires, the documents incorporated by reference therein);

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Final Prospectus” means the U.S. final prospectus supplement dated April 13, 2026 to the U.S. Base Shelf Prospectus relating to the offering of the Subscription Receipts to be filed with the SEC pursuant to General Instruction II.L of Form F-10 (which consists of the Canadian Final Prospectus in the English language with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), including all documents incorporated therein by reference, together with the U.S. Base Shelf Prospectus;

“U.S. Preliminary Prospectus Supplement” means the U.S. preliminary prospectus supplement dated April 9, 2026 to the U.S. Base Shelf Prospectus which describes the Subscription Receipts and the offering thereof and to be used by the Underwriters prior to the filing of the U.S. Final Prospectus, including for greater certainty the documents incorporated by reference therein; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

Opinions or comfort letters similar to those delivered pursuant to paragraphs 3.1(f) and 3.1(g) shall be provided to the Underwriters with respect to any marketing materials filed pursuant to Section 2.7 and Supplementary Material and any other relevant document that may be translated into the French language at the time the same is presented to the Underwriters for their signature or, if the Underwriters’ signature is not required, at the time the same is filed. All such opinions or comfort letters shall be in form and substance reasonably satisfactory to the Underwriters and their counsel acting reasonably.

If any such documents or information referred to in this Section 3.1 are filed on SEDAR+ and/or EDGAR, as applicable, and generally available to the public, such documents or information shall be deemed to have been delivered to the Underwriters.

Delivery to the Underwriters of the documents referred to in this Section 3.2 shall constitute the consent of the Corporation to the use by the Underwriters and other Selling Firms of the Prospectuses and any Supplementary Material, as applicable, in connection with the distribution of the Offered Securities in compliance with this Agreement.

which:

(i) Neither the Corporation nor any of its subsidiaries, nor any director, officer, or employee thereof, nor, to the Corporation’s knowledge, any agent, affiliate or representative of the Corporation or any of its subsidiaries, is a person that is, or is controlled or 50% or more owned by a person that is:

(iii)              The Corporation and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;

If an Underwriter shall elect to terminate its obligation to purchase the Underwritten Securities as aforesaid, whether the reason for such termination is within or beyond the control of the Corporation, the liability of the Corporation hereunder with respect to such Underwriter shall be limited to the indemnity and contribution rights referred to in Section 11 and the payment of expenses referred to in Section 12 as shall have been previously incurred.

The rights of termination contained in this Section 10 may be exercised by any Underwriter acting alone and, subject to the immediately preceding paragraph, are in addition to any other rights or remedies the Underwriters or any of them may have in respect of any of the matters contemplated by this Agreement or otherwise. Except as provided in the immediately preceding paragraph, any such termination shall not discharge or otherwise affect any obligation or liability of the Corporation provided herein or prejudice any other rights or remedies any party may have as a result of any breach, default or non-compliance by any other party. A notice of termination given by an Underwriter under this Section 10 shall not be binding upon any other Underwriter. If one or more but not all of the Underwriters shall exercise the rights of termination herein, then the provisions of Sections 13.2 and 13.3 shall apply.

The Indemnitor agrees that no Indemnified Party will have any liability (either direct or indirect, contractual or extra-contractual or otherwise) to the Indemnitor or any person asserting claims on its behalf or in right for or in connection with the Offering, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from fraud or intentional or gross fault of such Indemnified Party.

The Corporation acknowledges that the statements set forth under the paragraph heading “Conflicts of Interest” within the section titled “Plan of Distribution” in the Prospectus Supplement and the U.S. Final Prospectus constitute the only information and statements relating solely to the Underwriters that has been provided in writing to the Corporation by or on behalf of any Underwriter through the Bookrunners specifically for inclusion therein.

provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the lesser of the Underwriting Fee and any portion thereof actually received. The relative benefits received by the Indemnitor on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the gross proceeds from the distribution of the Offered Securities is to the Underwriting Fee received by the Underwriters. The relative fault of the Indemnitor on the one hand and of the Underwriters on the other hand shall be determined by reference to, among other things, whether the matters or things referred to in Section 11.1 which resulted in such liabilities, claims, demands, losses, costs, damages and expenses relate to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Indemnitor or to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Underwriters and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission, misrepresentation, or other matter or thing referred to in Section 11.1. The Indemnitor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 11.2 were determined by any method of allocation which does not take into account the equitable considerations referred to in this Section 11.2. Notwithstanding the provisions of this Section 11.2, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

The Corporation shall not from the date hereof until 90 days after the Closing Date, directly or indirectly, issue, sell, agree to issue or sell, grant any option for the sale of, or otherwise dispose of any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares, including subscription receipts, or enter into any agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or announce such intention, or file a prospectus or registration statement with a Securities Commission or the SEC in respect thereof, without the prior written consent of the Bookrunners, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, provided that the foregoing restriction shall not apply in any event to: (i) grants of Options, RSU, DSU and/or PSU pursuant to and in accordance with the Omnibus Plan, (ii) rights or obligations under securities or instruments outstanding, (iii) the issuance of Common Shares following the exercise of Options or settlement of RSU, DSU and/or PSU pursuant to the Corporation’s Omnibus Plan, (iv) the issuance of Common Shares to IQ, CGF and ENI under the Concurrent Private Placement, (v) the issuance of the Over-Allotment Securities pursuant to the exercise of the Over-Allotment Option, or (vi) the issuance of the Underlying Common Shares pursuant to the terms of Offered Securities in accordance with the Subscription Receipt Agreement.

NOUVEAU MONDE GRAPHITE INC. 

481, rue Brassard, Saint-Michel-Des-Saints
Québec, J0K 3B0, Canada

with a copy to (which shall not constitute notice):

STEIN MONAST LLP 

70, rue Dalhousie, Québec
Québec, G1K 4B2, Canada

BMO Nesbitt Burns Inc.
129 St-Jacques Street, 11th Floor
Montreal, Quebec H2Y 1L6

NATIONAL BANK FINANCIAL INC.

1155 Metcalfe Street, 23rd Floor 

Montréal, Québec H3B 4S9 

FASKEN MARTINEAU DUMOULIN LLP 

800 Victoria Square, Suite 3500
Montréal, QC H3C 0B4

Any notice or other communication shall be in writing and, unless delivered personally to a responsible officer of the addressee shall be given by email, and shall be deemed to be given at the time emailed or delivered, if emailed or delivered to the recipient on a Business Day (in the city in which the addressee is located) and before 5:00 p.m. (local time in the city in which the addressee is located) on such Business Day, and otherwise shall be deemed to be given at 9:00 a.m. (local time in the city in which the addressee is located) on the next following Business Day (in the city in which the addressee is located). Either party may change its address for notice by notice to the other parties hereto given in the manner herein provided.

For the purposes of this Section 17.7:

“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);

“Covered Entity” means any of the following:

“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; and

“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.

(remainder of page intentionally left blank)

If the foregoing is acceptable to you, please signify such acceptance by executing and returning the enclosed copy of this Agreement to BMO Nesbitt Burns Inc. and National Bank Financial Inc., on behalf of the Underwriters. Such acceptance will constitute an agreement for the purchase by the Underwriters and sale by the Corporation of the Offered Securities on the terms set out herein.

Yours very truly,

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

[Signature page to Underwriting Agreement]

Schedule A

Pricing Information:

Underwritten Securities: 45,600,000 Subscription Receipts

Over-Allotment Securities: 6,840,000 Subscription Receipts

Offering Price: $1.84 per Subscription Receipt

Concurrent Private Placement: 115,847,791 Common Shares at the Offering Price

Free Writing Prospectus:

Press Release dated April 9, 2026

Schedule B

FORM OF LOCK-UP

See attached.

LOCK-UP AGREEMENT

April ___, 2026

BMO NESBITT BURNS INC.

NATIONAL BANK FINANCIAL INC.

     As Bookrunners of the Underwriters named in the Underwriting Agreement

c/o BMO Nesbitt Burns Inc.
1 First Canadian Place, 9th Floor
Toronto, Ontario
M5X 1A1

c/o National Bank Financial Inc.
400-1155 rue Metcalfe
Montréal, Québec, H3B 4S9

Ladies and Gentlemen:

The undersigned understands that BMO Nesbitt Burns Inc. and National Bank Financial Inc. (the “Bookrunners”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Nouveau Monde Graphite Inc., a corporation organized and existing under the laws of Canada (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters named therein, including the Bookrunners (the “Underwriters”), of subscription receipts of the Company, each representing the right to receive one common share of the Company (the “Subject Shares”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Bookrunners on behalf of the Underwriters, the undersigned will not (and will not agree or announce any intention to do so), during the period commencing on the date hereof and ending 90 days after the Closing Date (as defined in the Underwriting Agreement) (the “Restricted Period”), (1) offer, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Subject Shares beneficially owned (as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Subject Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subject Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Subject Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to:

(a)             transactions relating to Subject Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing or public announcement under Section 16(a) of the Exchange Act, under any of the securities laws (including rules, regulations, policy statements or other such instruments or rulings) of each of the provinces and territories of Canada (collectively, “Canadian Securities Laws”) or otherwise shall be required or shall be voluntarily made during the Restricted Period in connection with any such subsequent sales of Subject Shares or other securities acquired in such open market transactions;

(b)             (i) the exercise of stock options or other similar awards granted pursuant to the Company’s equity incentive plans whether granted prior to or after the date hereof or (ii) the vesting or settlement of awards granted pursuant to the Company’s equity incentive plans whether granted prior to or after the date hereof (including the delivery and receipt of Subject Shares, other awards or any securities convertible into or exercisable or exchangeable for Subject Shares in connection with such vesting or settlement), provided that the foregoing restrictions shall apply to any of the undersigned’s Subject Shares or any security convertible into or exchangeable for Subject Shares issued or received upon such exercise, vesting or settlement;

(c)             transfers of Subject Shares or any security convertible into or exercisable or exchangeable for Subject Shares:

(i)                as a bona fide gift or a charitable donation, including as a result of estate or intestate succession, or pursuant to a will or other testamentary document;

(ii)               if the undersigned is a natural person, to a member of the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption no more remote than first cousin, and shall include any former spouse);

(iii)              if the undersigned is a natural person, to any trust or other like entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

(iv)              if the undersigned is a natural person, to a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity;

(v)               if the undersigned is a corporation, partnership, limited liability company or other entity, to any trust or other like entity for the direct or indirect benefit of the undersigned or any affiliate as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (an “Affiliate”), wholly-owned subsidiary, limited partner, member or stockholder of the undersigned; or

(vi)              if the undersigned is a corporation, partnership, limited liability company or other entity, to any Affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned or to any investment fund or other entity controlled or managed by the undersigned;

provided that in each case, such transfer shall not involve a disposition for value;

(d)             (i) the establishment or modification of any trading plan that complies with Rule 10b5-1 under the Exchange Act or similar plan under Canadian Securities Laws for the transfer of Subject Shares, provided that (A) such plan or modification does not provide for the transfer of Subject Shares during the Restricted Period and (B) to the extent a public announcement or filing under the Exchange Act or Canadian Securities Laws, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment or modification of such plan, such announcement or filing shall include a statement to the effect that no transfer of Subject Shares may be made under such plan during the Restricted Period, and (ii) the termination of any trading plan established pursuant to Rule 10b5-1 under the Exchange Act or similar plan under Canadian Securities Laws for the transfer of Subject Shares;

(e)             the transfer of Subject Shares or any security convertible into or exercisable or exchangeable for Subject Shares to the Company, pursuant to agreements or rights in existence on the date hereof under which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares, in each case, in connection with the termination of the undersigned’s employment or other service relationship with the Company; provided that any public filing or public announcement under Section 16(a) of the Exchange Act or Canadian Securities Laws, reporting a reduction in beneficial ownership of Subject Shares, or otherwise, required or voluntarily made during the Restricted Period shall clearly indicate in the footnotes thereto or comments section thereof that such transfer was made solely to the Company pursuant to the circumstances described in this clause (e);

(f)              the transfer of Subject Shares or any securities convertible into or exercisable or exchangeable for Subject Shares from the undersigned to the Company (or the purchase and cancellation of same by the Company) upon a vesting event of the Company’s securities or upon the exercise of options to purchase Subject Shares by the undersigned, in each case on a “cashless” or “net exercise” basis, or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that any public filing or public announcement under Section 16(a) of the Exchange Act or Canadian Securities Laws, reporting a reduction in beneficial ownership of Subject Shares, or otherwise, required or voluntarily made during the Restricted Period shall clearly indicate in the footnotes thereto or comments section thereof that such transfer was made pursuant to the circumstances described in this clause (f);

(g)             the transfer of Subject Shares or any security convertible into or exercisable or exchangeable for Subject Shares pursuant to a bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of the Subject Shares involving a Change of Control of the Company, provided that in the event that the tender offer, merger, amalgamation, consolidation or other such transaction is not completed, the Subject Shares owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement;

(h)             the exercise of any right with respect to, or the taking of any other action in preparation for, a registration by the Company of Subject Shares or any securities convertible into or exercisable or exchangeable for Subject Shares, provided that no transfer of the undersigned’s Subject Shares proposed to be registered pursuant to the exercise of such rights under this clause (h) shall occur, and no registration statement shall be filed, during the Restricted Period; provided that no public announcement regarding such exercise or taking of such action shall be required or shall be voluntarily made during the Restricted Period; or

(i)              any transfer of Subject Shares that occurs by operation of law pursuant to a qualified domestic order in connection with a divorce settlement or other court order; provided that any public filing or public announcement under Section 16(a) of the Exchange Act or Canadian Securities Laws, reporting a reduction in beneficial ownership of Subject Shares, or otherwise, required or voluntarily made during the Restricted Period shall clearly indicate in the footnotes thereto or comments section thereof that such transfer was made pursuant to the circumstances described in this clause (i);

provided that in the case of any transfer or distribution pursuant to clause (c) other than a charitable donation, no public filing or public announcement under Section 16(a) of the Exchange Act or Canadian Securities Laws, reporting a reduction in beneficial ownership of Subject Shares, or otherwise, shall be required or shall be voluntarily made during the Restricted Period; and further provided that in the case of any transfer or distribution pursuant to clause (c) or (h), each Affiliate, subsidiary, donee, distributee or transferee, other than a recipient of a charitable donation, shall concurrently with such transfer or distribution sign and deliver a letter substantially in the form of this lock-up agreement.

For purposes of clause (g) of this paragraph, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), after the closing of the Public Offering, to a person or group of affiliated persons, of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold shares having more than 50% of the voting power of all outstanding voting shares of the Company (or the surviving entity).

In addition, except as set forth in this lock-up agreement, the undersigned agrees that, without the prior written consent of the Bookrunners on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration or qualification for distribution of any Subject Shares or any security convertible into or exercisable or exchangeable for Subject Shares.

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 Subject Shares except in compliance with the foregoing restrictions.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this lock-up agreement. The undersigned also 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. This lock-up agreement shall automatically terminate, and the undersigned will, in each case, be released from its obligations under this lock-up agreement, upon the earliest to occur, if any, of (a) prior to the execution of the Underwriting Agreement, the date that the Company advises the Bookrunners, in writing, that it does not intend to proceed with the Public Offering or (b) the date of termination of the Underwriting Agreement (if executed) if prior to the closing of the Public Offering.

The obligations of the undersigned under this lock-up agreement may be waived in writing in whole or in part by the Bookrunners, on behalf of the Underwriters.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

This lock-up agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.