Celestica Inc. Subordinate Voting Shares Underwriting AgreementUnderwriting Agreement • June 8th, 2023 • Schwartz Gerald W • Printed circuit boards
Onex Corporation (the “Selling Shareholder”), a shareholder of Celestica Inc., an Ontario corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereafter provided in Section 10 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single underwriter mutatis mutandis) an aggregate of 12,000,000 subordinate voting shares (the “Shares”) of the Company.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • June 8th, 2023 • Schwartz Gerald W • Printed circuit boards • Ontario
NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, conditions, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties to this Agreement, the Parties agree as follows:
Celestica Inc. Lock-Up Agreement June 5, 2023Lock-Up Agreement • June 8th, 2023 • Schwartz Gerald W • Printed circuit boards
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”), and Onex Corporation (the “Selling Shareholder”), providing for a public offering (the “Public Offering”) of subordinate voting shares (the “Subordinate Voting Shares”) of the Company (the “Shares”) pursuant to (i) an automatic shelf registration statement on Form F-3ASR (File No. 333-241513) filed with the Securities and Exchange Commission (the “SEC”) as supplemented by a prospectus supplement and (ii) a short form base shelf prospectus for the Province of Quebec and an amended and restated final short form base shelf prospectus for all other provinces and territories of Canada, both 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 here
