Exhibit 4.4

ALITHYA GROUP INC.

LONG TERM INCENTIVE PLAN

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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ALITHYA GROUP INC.

Long Term Incentive Plan

ARTICLE 1

PURPOSE

The purpose of this Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Employees and Directors of the Company and its Designated Affiliates, to reward such of those Employees and Directors as may be granted Awards under this Plan by the Board from time to time for their contributions toward the long term goals and success of the Company and to enable and encourage such Employees and Directors to acquire Shares as long term investments and proprietary interests in the Company.

ARTICLE 2

INTERPRETATION

When used herein, unless the context otherwise requires, the following terms have the indicated meanings, respectively:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person;

“Award” means any Option, Share Appreciation Right, Restricted Share Unit, Performance Share Unit, Deferred Share Unit or Restricted Share granted under this Plan;

“Award Agreement” means a signed, written agreement between a Participant and the Company, in a form approved by the Board, evidencing the terms and conditions on which an Award has been granted under this Plan and which need not be identical to any other such agreements;

“Board” means the board of directors of the Company;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Montréal are open for commercial business during normal banking hours;

“CEO” means Chief Executive Officer;

“Change in Control” means the occurrence of any one or more of the following events:

provided that, notwithstanding clause (a), (b), (c) and (d) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clause (a), (b), (c) or (d) above: (A) the holders of securities of the Company that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Company hold (x) securities of the entity resulting from such transaction (the “ Surviving Entity ”) that represent more than 50% of the combined voting power of the

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then outstanding securities eligible to vote for the election of directors or trustees (“ voting power ”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “ Parent Entity ”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons acting jointly or in concert (other than Pierre Turcotte, Paul Raymond, Ghyslain Rivard or any entity(ies) under the Control of one or more of them), is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria specified in clauses (A) and (B) above being referred to as a “ Non-Qualifying Transaction ” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Company” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity).

Notwithstanding the foregoing, for purposes of any Award that constitutes “deferred compensation” (within the meaning of Section 409A of the Code), the payment of which would be accelerated upon a Change in Control, a transaction will not be deemed a Change in Control for Awards granted to any Participant who is a U.S. Taxpayer unless the transaction qualifies as “a change in control event” within the meaning of Section 409A of the Code.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the state or jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction;

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time;

“Committee” has the meaning set forth in Section 3.2;

“Company” means Alithya Group Inc.;

“Control” means the relationship whereby a Person is considered to be “controlled” by a Person if:

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“Date of Grant” means, for any Award, the date specified by the Board at the time it grants the Award (which, for greater certainty, shall be no earlier than the date on which the Board approves the grant of such Award) or if no such date is specified, the date upon which the Award was approved;

“Deferred Share Unit” or “DSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Company in accordance with Article 9;

“Designated Affiliate” means each Affiliate of the Company as designated by the Board for purposes of the Plan from time to time;

“Director” means a director of the Company or a Designated Affiliate who is not an employee of the Company or a Designated Affiliate;

“Disabled” or “Disability” means the permanent and total incapacity of a Participant as determined in accordance with procedures established by the Board for purposes of this Plan;

“Effective Date” means the effective date of this Plan, being October 31, 2018;

“Employee” means an individual who is considered a permanent employee of the Company or an Affiliate of the Company for purposes of source deductions under applicable tax or social welfare legislation;

“Exchange” means the TSX or NASDAQ and any other exchange on which the Shares are or may be listed from time to time;

“Exercise Notice” means a notice in writing, signed by a Participant and stating the Participant’s intention to exercise a particular Option or SAR;

“Exercise Price” means the price at which a Share may be purchased pursuant to the exercise of an Option;

“Expiry Date” means the expiry date specified in the Award Agreement (which shall not be later than the tenth (10 ^th ) anniversary of the Date of Grant) or, if not so specified, means the tenth (10th) anniversary of the Date of Grant;

“Individual Participant” means a Participant who is an individual;

“Insider” means an “insider” as defined by the TSX from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matter;

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“Market Price” at any date in respect of the Shares shall be the closing price of such Shares on the TSX (and if listed on more than one Exchange, and the closing price on another Exchange is higher, then the highest of such closing prices) on the Business Day immediately prior to the Date of Grant;

“NASDAQ” means the NASDAQ Global Market;

“NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions of the Canadian Securities Administrators, as amended from time to time;

“Option” means a right to purchase Shares under this Plan that is non-assignable and non- transferable unless otherwise approved by the Board;

“Participant” means an Employee or Director to whom an Award has been granted under this Plan and their Permitted Assigns;

“Participant’s Employer” means with respect to a Participant that is or was an Employee, the Company or such Affiliate of the Company as is or, if the Participant has ceased to be employed by the Company or such Affiliate of the Company, was the Participant’s Employer;

“Performance Goals” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, Affiliate of the Company, a division of the Company or Affiliate of the Company, or an individual, or may be applied to the performance of the Company or an Affiliate of the Company relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Board;

“Performance Share Unit” or “PSU” means any right granted under Section 7.1 of the Plan;

“Permitted Assign” has the meaning assigned to that term in NI 45-106;

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Plan” means this long term Incentive Plan, as may be amended or amended and restated from time to time;

“Restricted Period” means the period during which Restricted Shares are subject to restrictions as set out in the Award Agreement;

“Restricted Share Unit” or “RSU” means a right to receive a Share or a Restricted Share granted, as determined by the Board, under Section 6.1;

“Restricted Shares” means Shares granted to a Participant under Section 8.1 that are subject to certain restrictions and to a risk of forfeiture;

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“Retirement” means termination of employment of a Participant from active employment with the Company and its Affiliates (other than for Cause) where the Participant:

“Securities Laws” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that govern or are applicable to the Company or to which it is subject;

“Security Based Compensation Arrangement” has the meaning given to that term in the Company Manual of the TSX, as amended from time to time;

“ SAR Price ” means the floor price per Share at which a SAR may be exercised;

“ Share Appreciation Right ” or “ SAR ” mean a right of a Participant evidenced by a bookkeeping entry to receive an amount equal to the excess of the Market Price of a Share at the date of exercise of the SAR over the SAR Price as described in Section 5.1 of the Plan;

“Share” means one (1) class A subordinate voting share in the capital of the Company as constituted on the Effective Date or after an adjustment contemplated by Article 12, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

“Termination Date” means:

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“TSX” means the Toronto Stock Exchange;

“U.S.” means the United States of America; and

“U.S. Taxpayer” shall mean a Participant who, with respect to an Award, is subject to taxation under the applicable U.S. tax laws.

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ARTICLE 3

ADMINISTRATION

Subject to Section  3.2, this Plan will be administered by the Board who has sole and complete authority, in its discretion, to:

including any conditions relating to the attainment of specified Performance Goals;

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To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board (the “ Committee ”) all or any of the powers conferred on the Board pursuant to this Plan, including the power to sub-delegate to any specified officer(s) of the Company or its Designated Affiliates all or any of the powers delegated by the Board. In such event, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party.

Any decision made or action taken by the Board, the Committee or any officers or employees to whom authority has been delegated pursuant to Subsection 3.2 arising out of or in connection with the administration or interpretation of this Plan is final, conclusive and binding on the Company, the affected Participant(s), their legal and personal representatives and all other Persons.

All Employees and Directors are eligible to participate in the Plan, subject to Subsections 11.1(d) and 11.2(g). Eligibility to participate does not confer upon any Employee or Director any right to receive any grant of an Award pursuant to the Plan.

Any Award granted under this Plan shall be subject to the requirement that, if at any time the Company shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Securities Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Company is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Company in complying with such legislation, rules, regulations and policies.

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Notwithstanding anything in this Plan:

provided that the acquisition of Shares by the Company for cancellation shall not constitute non-compliance with this Section 3.7 for any Awards outstanding prior to such purchase of Shares for cancellation.

Each Award under this Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of this Plan and will contain such provisions as are required by this Plan and any other provisions that the Board may direct.

Awards may be transferred by Employees and Directors to a Permitted Assign of an Employee or Director, as applicable, or as may otherwise be approved by the Board. In any such case, the provisions of Article 10 shall apply to the Award as if the Award was held by the Employee or Director rather than such person’s Permitted Assign.

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Except as permitted under Section 3.9 or as otherwise permitted by the Board, no assignment or transfer of Awards, whether voluntary, involuntary, by operation of law or otherwise, vests any interest or right in such Awards whatsoever in any assignee or transferee and immediately upon any assignment or transfer, or any attempt to make the same, such Awards will terminate and be of no further force or effect.

ARTICLE 4

OPTIONS

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Options to any Participant. The terms and conditions of each Option grant shall be evidenced by an Award Agreement.

The Board will establish the Exercise Price at the time each Option is granted, which Exercise Price must in all cases be not less than the Market Price of a Share on the trading day immediately prior to the Date of Grant.

Subject to any accelerated termination as set forth in this Plan, each Option expires on its Expiry Date.

Unless otherwise specified by the Board at the time of granting an Option, the Exercise Notice must be accompanied by payment in full of the purchase price for the Shares to be purchased. The

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Exercise Price must be fully paid by certified cheque, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Board, which may include (i) through an arrangement with a broker approved by the Company (or through an arrangement directly with the Company) whereby payment of the exercise price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the Option, or (ii) through any cashless exercise process as may be approved by the Board, or any combination of the foregoing methods of payment.

No Shares will be issued or transferred until full payment therefor has been received by the Company.

ARTICLE 5

SHARE APPRECIATION RIGHTS

The Board may, from time to time, grant SARs in conjunction with the granting of Options, or on a stand-alone basis, to any Participant. A SAR shall entitle the Participant, upon exercise of the SAR, to receive Shares (rounded down to the nearest whole number) from the Company with an aggregate Market Value on the date of exercise equal to the product of (1) the number of SARs or portion thereof, exercised and (2) the amount by which Market Price of a Share on the date of exercise exceeds the SAR Price.

The SAR Price will be as determined by the Board but in any event will be no less than the Market Price of a Share on the Date of Grant.

Subject to any accelerated termination as set forth in this Plan, each SAR expires on its Expiry Date.

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ARTICLE 6

RESTRICTED SHARE UNITS

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant RSUs to any Participant. The terms and conditions of each RSU grant shall be evidenced by an Award Agreement.

The Board shall have the authority to determine at the time of grant, in its sole discretion, the duration of the vesting period and other vesting terms applicable to the grant of RSUs, except that if the Board has not made such determination, all RSUs will vest on the third (3rd) anniversary of the Date of Grant.

Unless otherwise specified in the Award Agreement, as soon as practicable following the expiry of the applicable vesting period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, the Company shall issue fully paid and non-assessable Shares pursuant to the RSUs to the Participant or as the Participant may direct.

ARTICLE 7

PERFORMANCE SHARE UNITS

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant PSUs to any Participant. The terms and conditions of each PSU grant shall be evidenced by an Award Agreement. Each PSU will consist of a right to receive a Share upon the achievement of such Performance Goals during such performance periods as the Board will establish.

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The Performance Goals to be achieved during any performance period, the length of any performance period, the amount of any PSU granted and the termination of a Participant’s employment will be determined by the Board and by the other terms and conditions of any PSU, all as set forth in the applicable Award Agreement.

The Board will establish Performance Goals prior to the Date of Grant to which such Performance Goals pertain. The Performance Goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an index or comparator group, or on any other basis determined by the Board.

Unless otherwise specified in the Award Agreement, as soon as practicable following the applicable vesting period, or at such later date as may be determined by the Board in its sole discretion at the time of grant, the Company shall issue fully paid and non-assessable Shares pursuant to the PSUs to the Participant or as the Participant may direct.

ARTICLE 8

RESTRICTED SHARES

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant Restricted Shares to any Participant, which shall be held by the Company or its designee in escrow until such time as the Restricted Period lapses. The terms and conditions of each Restricted Shares grant shall be evidenced by an Award Agreement.

Subject to the restrictions set forth in Section 8.2, except as otherwise set forth in the applicable Award Agreement, the Participant shall generally have the rights and privileges of a shareholder as to such Restricted Shares, including the right to vote such Restricted Shares. Unless otherwise set forth in a Participant’s Award Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Shares shall be withheld by the Company for the Participant’s account, and shall be subject to forfeiture until released, in each case, to be released at the same time and in the same proportion as the lapse of restrictions on the Restricted Shares to which such dividends relate. Except as otherwise determined by the Board, no interest will accrue or be paid on the amount of any dividends withheld.

In addition to any other restrictions set forth in a Participant’s Award Agreement, until such time that the Restricted Period for the Restricted Shares has lapsed pursuant to the terms of the Award Agreement, which Restricted Period the Board may in its sole discretion accelerate at any time, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Shares. Notwithstanding anything contained herein to the contrary, the Board shall have the

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authority to remove any or all of the restrictions on the Restricted Shares whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Restricted Shares Award, such action is appropriate.

Except as may otherwise be provided in the applicable Award Agreement or by the Board, in the event of a Participant’s termination of employment or Director mandate with the Company and all Affiliates of the Company for any reason prior to the time that the Restricted Period for the Participant’s Restricted Shares has lapsed, as soon as practicable following such termination of employment or Director mandate, the Company shall repurchase from the Participant, and the Participant shall sell, all of such Participant’s Restricted Shares for which the Restricted Period has not lapsed at a purchase price equal to the cash amount, if any, paid by the Participant for the Restricted Shares, or if no cash amount was paid by the Participant for the Restricted Shares, such Restricted Shares shall be forfeited by the Participant to the Company for no consideration as of the date of such termination of employment or Director mandate.

ARTICLE 9

DEFERRED SHARE UNITS

The Board may, from time to time, subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, grant DSUs to any Participant.

All DSUs received by a Participant shall be credited to an account maintained for the Participant on the books of the Company, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

DSUs shall be settled on the date established in the Award Agreement or as soon as practicable thereafter (the “ Settlement Date ”); provided, however that in no event shall a DSU Award be settled prior to the applicable Participant’s Termination Date. If the Award Agreement does not establish a date for the settlement of the DSUs, then the Settlement Date shall be the 90th day following the Participant’s Termination Date, subject to the delay that may be required under Section 13.1 below. On the Settlement Date for any DSU, after satisfying any amounts required by the Company to be withheld in connection with such settlement as contemplated by Section 10.3, the Company shall issue fully paid and non-assessable Shares pursuant to the DSUs to the Participant or as the Participant may direct.

ARTICLE 10

ADDITIONAL AWARD TERMS

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If an Award expires or is settled during, or within five Business Days after, a routine or special trading black-out period imposed by the Company to restrict trades in the Company’s securities, then, notwithstanding any other provision of this Plan, unless the delayed expiration would result in tax penalties, the Award shall expire ten Business Days after the trading black-out period is lifted by the Company.

The granting, vesting or lapse of the Restricted Period, settlement or exercise of each Award under this Plan is subject to the condition that if at any time the Board determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or lapse of the Restricted Period, settlement or exercise, such action is not effective unless such withholding has been effected to the satisfaction of the Board. In such circumstances, the Board may require that a Participant pay to the Company the minimum amount as the Company or an Affiliate of the Company is obliged to remit to the relevant taxing authority in respect of the granting, vesting or lapse of the Restricted Period, settlement or exercise of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Company or an Affiliate of the Company, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Company may (a) withhold such amount from any remuneration or other amount payable by the Company or any Designated Affiliate to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting, or settlement of such Award and the remittance to the Company of the net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount.

Notwithstanding any other terms of this Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Company or an Affiliate of the Company and in effect at the Date of Grant of the Award, or as otherwise required by law or the rules of the Exchange. The Committee may at any time waive the application of this Section 10.4 to any Participant or category of Participants.

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ARTICLE 11

TERMINATION OF EMPLOYMENT OR DIRECTOR MANDATE

Unless otherwise determined by the Board and set forth in an Award Agreement, if a Participant dies or becomes Disabled while an Employee or Director:

Subject to Section 11.3, unless otherwise specified by the Board at the time of granting an Award:

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Notwithstanding the subsections specified above, the Board may, in its discretion, at any time prior to, or following the events contemplated in the subsections above, or in an employment agreement

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or other written agreement between the Company or a Designated Affiliate and the Participant, extend the period that the continues to be exercisable by the Individual Participant for a period of no more than 24 months following the Termination Date for any or all Awards, all in the manner and on the terms as may be authorized by the Board.

Notwithstanding the provisions of Sections 11.1 and 11.2, the Board may, in its discretion, at any time prior to, or following the events contemplated in such Sections, or in an employment agreement or other written agreement between the Company or a Designated Affiliate and the Participant, permit the acceleration of vesting (or lapse of Restricted Period) of any or all Awards, all in the manner and on the terms as may be authorized by the Board.

Except as otherwise provided in this Plan, Awards previously granted under this Plan are not affected by any change in the relationship between, or ownership of, the Company and an Affiliate of the Company. For greater certainty, all grants of Awards remain outstanding and are not affected by reason only that, at any time, an Affiliate of the Company ceases to be an Affiliate of the Company.

ARTICLE 12

EVENTS AFFECTING THE COMPANY

The existence of any Awards does not affect in any way the right or power of the Company or its shareholders to make, authorize or determine any adjustment, recapitalization, reorganization or any other change in the Company’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Company, to create or issue any bonds, debentures, Shares or other securities of the Company or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether of a similar character or otherwise, whether or not any such action referred to in this Article 12 would have an adverse effect on this Plan or on any Award granted hereunder.

Except as may be set forth in an employment agreement, or other written agreement between the Company or a Designated Affiliate and the Participant, and notwithstanding anything else in this Plan or any Award Agreement, the Board may, without the consent of any Participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value, as determined by the Board in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Board determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an Award in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been

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attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of such Change in Control (and, for the avoidance of doubt, if as of the date of the occurrence of such Change in Control the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); (iv) the replacement of such Award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subparagraph (a), the Board will not be required to treat all Awards similarly.

Should the Company effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Company that does not constitute a Change in Control and would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Board will, subject to the prior approval of the relevant Exchanges, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Company and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control and that warrants the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Board will, subject to the prior approval of the TSX and/or NASDAQ (if then listed on the TSX and/or NASDAQ), authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

Where the Board determines that the steps provided in Sections 12.2 and 12.4 would not preserve proportionately the rights, value and obligations of the Participants holding such Awards in the circumstances or otherwise determines that it is appropriate, the Board may, but is not required, to permit the immediate vesting of any unvested Awards and immediate lapse of any Restricted Period.

Except as expressly provided in this Article 12, neither the issue by the Company of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

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No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 12 or a dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

ARTICLE 13

U.S. TAXPAYERS

This Plan will be construed and interpreted to be exempt from, or where not so exempt, to comply with Section 409A of the Code to the extent required to preserve the intended tax consequences of this Plan. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A of the Code, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code. The Company reserves the right to amend this Plan to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of this Plan in light of Section 409A of the Code and any regulations or guidance under that section. In no event will the Company be responsible if Awards under this Plan result in adverse tax consequences to a U.S. Taxpayer under Section 409A of the Code. Distributions of non-qualified deferred compensation to a U.S. Taxpayer made in connection with the U.S. Taxpayer’s Termination Date shall only be made in connection with such U.S. Taxpayer’s “separation from service” within the meaning set forth in Section 409A of the Code. Notwithstanding any provisions of the Plan to the contrary, in the case of any “specified employee” within the meaning of Section 409A of the Code who is a U.S. Taxpayer, distributions of non-qualified deferred compensation under Section 409A of the Code made in connection with a “separation from service” within the meaning set forth in Section 409A of the Code may not be made prior to the date which is 6 months after the date of separation from service (or, if earlier, the date of death of the U.S. Taxpayer or the date such amount would have been paid pursuant to a fixed schedule in the absence of the separation from service). Any amounts subject to a delay in payment pursuant to the preceding sentence shall be paid as soon practicable following such 6-month anniversary of such separation from service. Notwithstanding any provisions of the Plan to the contrary, any Award that constitutes non-qualified deferred compensation granted to any U.S. Taxpayer may not be transferred or assigned to a Permitted Assign if such transfer or assignment would result in an impermissible acceleration of payment under Section 409A of the Code.

If a Participant, in connection with the acquisition of Restricted Shares under the Plan, is permitted under the terms of the Award Agreement to make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code notwithstanding the continuing transfer restrictions) and the Participant makes such an election, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

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ARTICLE 14

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

The Board may from time to time, without notice and without approval of the holders of voting shares of the Company, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion determines appropriate, provided, however, that:

Notwithstanding Section 14.1, approval of the holders of the voting shares of the Company shall be required for any amendment, modification or change that:

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Without limiting the generality of Section 14.1, but subject to Section 14.2, the Board may, without shareholder approval, at any time or from time to time, amend the Plan for the purposes of:

ARTICLE 15

MISCELLANEOUS

The Company is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Board, in its sole discretion, such action would constitute a violation by a Participant or the Company of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. Except if and as required by applicable employment standards legislation, no Participant will be entitled to any damages or other compensation for any Award that does not vest due to termination of the Participant’s employment with the Company or any Affiliate of the Company for any reason.

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No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an employee or director of the Company or an employee or director of an Affiliate of the Company. No Participant has any rights as a shareholder of the Company in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant, or as such Participant may direct, of certificates representing such Shares.

Nothing contained in this Plan or in an Award shall be construed so as to prevent the Company from taking corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award.

In the event of any conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern. In the event of any conflict between or among the provisions of this Plan, an Award Agreement and (i) an employment agreement or other written agreement between the Company or a Designated Affiliate and a Participant which has been approved by the Chief Executive Officer of the Company (or where the Participant is the Chief Executive Officer, approved by an independent member of the Board), the provisions of the employment agreement or other written agreement shall govern and (ii) any other employment agreement or other written agreement between the Company or a Designated Affiliate and a Participant, the provisions of this Plan shall govern.

Each Participant shall provide the Company with all information (including personal information) required by the Company in order to administer to the Plan. Each Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such persons (including persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Company to make such disclosure on the Participant’s behalf.

The participation of any Participant in the Plan is entirely voluntary and not obligatory and does not confer upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan and do not constitute an express or implied term nor in any manner form part of the Participant’s employment contract with the Company or a Designated Affiliate. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Company to ensure the continued employment or engagement of such Participant. The Plan does not provide any guarantee against any loss which may result from fluctuations in the market value of the Shares. The Company does not assume responsibility for the income or other tax consequences for the Participants and they are advised to consult with their own tax advisors.

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With respect to Participants who reside or work outside Canada and the United States, the Board may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Board may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

The Plan shall be binding on all successors and assigns of the Company and its Designated Affiliates.

Except as required by law or as otherwise provided in the Plan, the rights of a Participant under the Plan are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant unless otherwise approved by the Board.

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

All written notices to be given by the Participant to the Company shall be delivered personally, e- mail or mail, postage prepaid, addressed as follows:

Alithya Group Inc.

700 De La Gauchetière

Street West, Suite 2400

Montréal, Québec, Canada

All notices to the Participant will be addressed to the principal address of the Participant on file with the Company. Either the Company or the Participant may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Participant or the Company is not binding on the recipient thereof until received.

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The Company or the Board may from time to time establish procedures for (i) the electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, award notices and agreements, and all other forms of communications) in connection with any award made under the Plan, (ii) the receipt of electronic instructions from Participants and/or (iii) an electronic signature system for delivery and acceptance of any such documents. Compliance with such procedures shall satisfy any requirement to provide documents in writing and/or for a document to be signed or executed.

This Plan becomes effective on a date to be determined by the Board, subject to the approval of the shareholders of the Company, if applicable.

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

The Company and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Québec in respect of any action or proceeding relating in any way to the Plan, including with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

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Exhibit 4.5

ALITHYA GROUP INC.

SHARE PURCHASE PLAN

ARTICLE 1

PURPOSE AND SCOPE

The purpose of this Share Purchase Plan is to encourage and assist Eligible Employees of the Company and Designated Affiliates to acquire a proprietary interest in the Company by providing Eligible Employees with a convenient and regular method of acquiring Shares without payment of brokerage commissions or service charges. The Plan enables Participants to make regular personal investments in Shares by way of payroll deductions. The Plan also provides for matching employer contributions that are also invested in Shares.

ARTICLE 2

INTERPRETATION

For purposes of the Plan:

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ARTICLE 3

ADMINISTRATION OF THE PLAN

The Board’s determinations and actions under this Plan are final, conclusive and binding on the Company, the Administrative Agent, the Participants and all other Persons.

All permanent employees of the Company or any Designated Affiliate are eligible to participate in the Plan (each, an “ Eligible Employee ” ) . The Company reserves the right to restrict eligibility or otherwise limit the number of employees eligible for participation in the Plan at any time.

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An Eligible Employee may elect to participate in the Plan by delivering Enrolment Instructions in the manner prescribed by the Company (in its sole discretion) specifying the Rate of Contribution (expressed as a whole percentage) of the Participant’s Salary to be deducted by payroll deduction and applied towards the purchase of Shares under this Plan. Upon receipt of an Eligible Employee’s Enrolment Instructions by the Administrative Agent, the Eligible Employee shall be a Participant under the Plan and shall be bound by all the terms and conditions of the Plan. The Enrolment Instructions will include: (i) a payroll deduction authorization, (ii) a direction to the Company or the Designated Affiliate that employs the Participant, as applicable, to pay the Employer Contribution to the Administrative Agent to hold in the Participant’s account, (iii) a direction from the Participant specifying the portion of the Participant Contributions to be held for the Participant and, as applicable, for the Participant’s RRSP or TFSA, and (iv) an authorization to direct the Administrative Agent to establish and operate an account under the Plan in the name of the Participant. The Enrolment Instructions shall also contain a direction to the Administrative Agent to reinvest all dividends (net of applicable tax withholdings, if any) allocated to the Participant’s account and payable to the Participant (net of applicable tax withholdings, if any) in additional Shares in accordance with Section 5.2. By delivering Enrolment Instructions, the Participant agrees to be bound by all the terms and conditions of the Plan.

The enrolment of Eligible Employees who submit their duly completed Enrolment Instructions prior to the Initial Enrolment Time, and the commencement of payroll deductions in respect of such Eligible Employees, will begin effective with the start of the first payroll period following the Initial Enrolment Time. Thereafter, Eligible Employees who are not already Participants may enrol, and Participants who wish to change or suspend their Rate of Contribution may effect such change or suspension, effective as of the next payroll period that commences at least seven days after the date the Enrolment Instructions are received; provided that if Enrolment Instructions are submitted during a Blackout Period applicable to the Eligible Employee, they will not be effective until the later of (i) the commencement of the first payroll period following the expiry of the Blackout Period; and (ii) the first payroll period that commences at least seven days after the date the Enrolment Instructions are received.

An individual may deliver Enrolment Instructions prior to the date the individual qualifies as an Eligible Employee, but the individual’s enrolment shall not become effective, and the individual shall not be a Participant, until after the individual qualifies as an Eligible Employee.

No request for enrolment received prior to the Initial Enrolment Time shall be effective until the Initial Enrolment Time.

The Administrative Agent shall establish and maintain a separate account in the name of each Participant and shall record in each such account the amount of all Participant Contributions made by the Participant, all Employer Contributions made by the Participant’s employer, the number of Shares standing to the credit of the Participant and any cash balance standing to the credit of the Participant. Although the Administrative Agent holds Shares on behalf of Participants, Participant RRSPs and Participant TFSAs, the Participant or the Participant’s RRSP or TFSA, as applicable, is the actual and beneficial owner of the Shares.

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A Participant may establish an RRSP or a TFSA for purposes of participation in the Plan by filing with the Administrative Agent or its designee a completed application for an RRSP or a TFSA in the form provided by the Administrative Agent or any other method approved by the Company. No direction respecting Participant Contributions to be held for a Participant’s RRSP or TFSA, and no direction to transfer Shares to a Participant’s RRSP or TFSA shall be effective unless and until the Participant has received notice that an RRSP or TFSA, as applicable, has been established with the Administrative Agent or its designee for such Participant. If a direction respecting Participant Contributions to be held for a Participant’s RRSP or TFSA is ineffective, the Participant Contributions shall instead be held for the Participant.

It is the responsibility of the Participant to ensure that any Participant Contribution or transfer of Shares to the Participant’s RRSP or TFSA does not exceed the Participant’s allowable personal contribution limits for such accounts pursuant to the Income Tax Act (Canada) or other applicable laws.    

A Participant may designate a person or persons to receive the benefits payable under the Participant’s RRSP or TFSA by notice in such form and executed in such manner as required by the Administrative Agent or its designee. If, at the death of a Participant, the person designated as the beneficiary for an RRSP or TFSA shall not be living, such amount as may be payable on or after the Participant’s death shall be paid to the estate of the Participant. The Administrative Agent or its designee may require a beneficiary for an RRSP or TFSA to execute and deliver such additional documents as the Administrative Agent or its designee may require in its sole discretion in order to be assured that the assets under the RRSP or TFSA are properly distributed in accordance with the terms hereof.

ARTICLE 4

CONTRIBUTIONS TO THE PLAN

An amount equal to the Rate of Contribution specified on a Participant’s Enrolment Instructions shall be deducted from the Participant’s Salary on each payroll date.

The Rate of Contribution contained in the Enrolment Instructions filed by the Participant at the time of the Participant’s election to join the Plan shall remain in effect until changed by the Participant pursuant to Section 4.4 or until the Participant’s participation in the Plan is terminated.

Participant Contributions will be automatically suspended during any period in which a Participant is in receipt of short-term disability or long-term disability benefits under a plan sponsored by the Company or the Employer or is on a leave of absence.

Notwithstanding Section 4.1, the Committee may suspend a Participant’s participation in the Plan or limit or reduce a Participant’s authorized contribution level to a percentage which is less than the Participant’s specified Rate of Contribution from time to time. Upon the adoption of any such limitation or reduction by the Committee, the Company shall give prompt notice to each affected Participant.

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Without withdrawing from the Plan, a Participant may deliver new Enrolment Instructions in the manner prescribed by the Company (in its sole discretion) requesting a:

Any such new Enrolment Instructions will become effective as of the payroll period determined in accordance with Section 3.3. During any period of suspension, a Participant shall remain a Participant under the Plan and shall remain subject to its terms.

No Participant may suspend contributions to the Plan more than once within any twelve (12) month period. No Participant may increase or reduce his or her Rate of Contribution more than once within any six (6) month period.

At the end of each calendar month, the amount deducted from each Participant (the “ Participant Contribution ” ) shall be forwarded to the Administrative Agent, together with a list showing for each Participant the amount of the Participant Contribution. All Participant Contributions shall be invested by the Administrative Agent in Shares in accordance with Section 5.1.

Any Participant Contributions or Employer Contributions made in a currency other than the currency in which the Administrative Agent will be purchasing Shares (which currency shall be determined in the sole discretion of the Company) will be converted by the Company, or in such manner as the Company may determine in its sole discretion, at the applicable prevailing rate at the time of conversion.

A Participant may request to transfer a specified value of Shares into their RRSP or TFSA by filing with the Administrative Agent a completed application for an RRSP or TFSA, as applicable, in the form provided by the Administrative Agent or any other method approved by the Company and therein authorizing the Administrative Agent or its designee to transfer Shares equivalent to the Participant’s specified value into such RRSP or TFSA. A Participant is allowed an unlimited number of transfers of Shares to their RRSP or TFSA.

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ARTICLE 5

INVESTMENT OF CONTRIBUTIONS

Cash dividends net of applicable tax and other withholdings received by the Administrative Agent on Shares held on behalf of a Participant shall be invested by the Administrative Agent in Shares in accordance with Section 5.1 and credited to Participant accounts, including any Participant

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RRSPs or TFSAs. Share dividends received by the Administrative Agent on behalf of Participants will be credited to the Participants’ accounts, including any Participant RRSPs or TFSAs. The Company has no obligation to declare or pay dividends on Shares and nothing in this Plan shall be interpreted as creating such an obligation.

All warrants, options or rights received by the Administrative Agent on Shares held on behalf of Participants shall be sold by the Administrative Agent on behalf of the Participants. The proceeds from the sale of any options, rights or warrants shall be used to purchase additional Shares which shall be invested by the Administrative Agent in Shares in accordance with Section 5.1 and credited to Participants’ accounts, including any Participant RRSPs or TFSAs.

Subject to Sections 6.1(a) & (b) and 6.2, the Company shall pay all expenses incurred in connection with the administration of this Plan. The Company shall be responsible for the brokerage costs incurred by the Administrative Agent in acquiring Shares in accordance with Section 5.1.

Shares representing the aggregate holdings beneficially owned by all Participants participating in the Plan shall be registered in the name of the Administrative Agent or its nominee and shall be held by the Administrative Agent or its nominee on behalf of, and as agent for, each Participant, Participant RRSP and TFSA, as applicable, until withdrawn or sold in accordance with the terms of this Plan. Share certificates will not be issued to Participants except on withdrawal of Shares and the Participant shall be responsible for any costs of withdrawal including the cost of preparing a share certificate.

The Administrative Agent shall deliver to Participants for whom it holds Shares all notices of meetings and proxy materials distributed by the Company to its shareholders together with a voting instruction form. The whole number of Shares in each Participant’s account will be voted in accordance with instructions given to the Administrative Agent by the Participant. Instructions by a Participant to the Administrative Agent shall be in such form and delivered pursuant to such regulations as the Administrative Agent may prescribe, and any such instructions to the Administrative Agent shall remain in the strict confidence of the Administrative Agent. If the Administrative Agent does not receive timely and proper instructions from a Participant regarding the voting of Shares in the Participant’s account, such Shares shall not be voted.

The Administrative Agent shall not tender or deposit Shares held on behalf of a Participant to any issuer bid, take-over bid or other transaction (other than pursuant to a compulsory exchange or acquisition) except in accordance with the instructions given to the Administrative Agent in writing by the Participant.

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ARTICLE 6

WITHDRAWAL OF SHARES

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The Participant shall be responsible for the administration and brokerage costs incurred by the Administrative Agent in selling Shares on behalf of the Participant, as well as any costs associated with issuing share certificates or facilitating electronic broker transfers in accordance with Section 6.1(a) and (b) and any other costs, fees, expenses or taxes associated with the sale of any Shares on behalf of the Participant. The Participant authorizes the Administrative Agent to deduct from any amount distributed to the Participant pursuant to a sale of Shares the total of any and all brokerage or other costs associated with such sale.

ARTICLE 7

MATCHING CONTRIBUTIONS

The Company or the Designated Affiliate employing a Participant (in either case, the “ Employer ”) shall, at the end of each calendar month, contribute on behalf of the Participant (other than an individual whose participation in the Plan is terminated prior to the end of the applicable month, whether pursuant to Section 8.1 or 8.2) an amount equal to the Participant’s Participant Contribution for that calendar month (subject to the Limits of Matching Contributions, including the maximum Rate of Contribution). For clarity, any individual whose participation in the Plan is terminated prior to the end of a calendar month, whether pursuant to Section 8.1 or 8.2, will not be entitled to any Employer Contributions for that month. All Employer Contributions shall be forwarded to the Administrative Agent, together with a listing of Employer Contributions remitted for each Participant. Any Employer Contributions shall be regarded as additional compensation paid to the Participant and any taxes payable to any jurisdiction with respect thereto shall, where required, be withheld from the salary or other compensation payable to the Participant. Employer Contributions shall not be made to the Participant’s RRSP or TFSA. However, Shares held for the Participant in the Participant’s account, including Shares acquired with Employer Contributions, may be subsequently transferred to the Participant’s RRSP or TFSA, as applicable, pursuant to Section 4.7.

For purposes of this Plan, a Participant ceases to be employed on the date specified by the Employer acting reasonably, regardless of any period of reasonable notice or pay in lieu of notice that the Employer may be required by law to provide to the Participant.

ARTICLE 8

TERMINATION OF PARTICIPATION

A Participant’s participation in the Plan shall be terminated immediately upon:

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ARTICLE 9

GENERAL

The Plan may be amended by the Board at any time in accordance with applicable securities laws or exchange rules, and without shareholder approval unless required by such laws or rules.

The Board may also suspend the Plan in whole or in part from time to time or terminate the Plan at any time. However, any amendment, suspension or termination shall not adversely affect the entitlement of the Participants to the full balance of their accounts, without their written consent. Written notice of any suspension or termination of the Plan will be sent to each Participant. If the Company terminates the Plan, the provisions of Section 8.3 herein will apply.

The Company may at any time terminate payroll deductions for all Participants. Notwithstanding such termination, Employer Contributions relating to Participant Contributions made prior to such termination and reinvestment of dividends and other amounts attributable to Shares in the Participants’ accounts shall continue until the Participants’ Shares have been withdrawn or sold.    

This Plan shall automatically terminate following the day upon which all Shares purchased under the Plan have been withdrawn by Participants or sold for and on behalf of Participants and the net proceeds distributed to the Participants.

Participants shall cooperate with the Company in complying with any applicable legislation or the rules and regulations of any applicable stock exchange.

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon a Participant any rights or privileges other than those rights and privileges expressly provided in the Plan and do not constitute an express or implied term or in any manner form part of the Participant’s employment contract with the Company or a Designated Affiliate. In particular, participation in the Plan does not constitute a condition of employment or service nor a commitment on the part of the Company, a Designated Affiliate or a Related Entity to ensure the continued employment or service of the Participant. Nothing in this Plan shall be construed to provide the Participant with any rights whatsoever to participate or to continue participation in this Plan, or to compensation or damages in lieu of participation, whether upon termination of the Participant’s employment or otherwise. The Company does not assume responsibility for the personal income tax or other tax consequences for the Participants and each Participant is advised to consult his or her personal tax advisors.

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No Participant has any rights as a shareholder of the Company in respect of any Shares to be purchased under the Plan until the Shares have been purchased and credited to the account of such Participant.

The Plan shall enure to the benefit of and be binding upon the Company, its successors and assigns. The interest of any Participant under the Plan shall not be transferable, assignable or alienable by him or her either by pledge, assignment or in any manner whatsoever.

The Participant shall be responsible for paying all income and other taxes applicable to Employer Contributions, and to dividends received on, and to transactions involving Shares held by the Administrative Agent on his or her behalf.

No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

Each Participant shall provide the Company with all information (including personal information) required by the Company in order to administer the Plan. The Company shall require that the Administrative Agent not use the personal information it receives in connection with this Plan except for purposes of the administration of this Plan and the performance of its obligations as Administrative Agent and to maintain procedures and security safeguards over such personal information with the same level of protection it affords to others for whom it performs employee compensation plan administrative services. Each Participant acknowledges that information required by the Company in order to administer the Plan may be disclosed to the Administrative Agent and other third parties, and may be disclosed to such Persons (including Persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Company to make such disclosure on the Participant’s behalf.

Every director of the Company will at all times be indemnified and saved harmless by the Company from and against all costs, charges and expenses whatsoever including any income tax liability arising from any such indemnification, that such director may sustain or incur by reason of any action, suit or proceeding, taken or threatened against the director, otherwise than by the Company, for or in respect of any act done or omitted by the director in respect of this Plan, such costs, charges and expenses to include any amount paid to settle such action, suit or proceeding or in satisfaction of any judgement rendered therein.

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If at any time the Company or the Employer determines, in its discretion, acting reasonably, that the satisfaction of withholding tax or other withholding liabilities is necessary in connection with any purchase, sale or withdrawal of Shares or any Employer Contribution, the Company or the Employer, as applicable, may:

The existence of this Plan does not affect in any way the right or power of the Company or its shareholders to make, authorize or determine any change in the Company’s capital structure or its business, or any amalgamation, combination, arrangement, merger or consolidation involving the Company, to create or issue any debt instruments, Shares or other securities of the Company or to determine the rights and conditions attaching thereto, to effect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or to effect any other corporate act or proceeding, whether or not any action referred to in this subsection would have an adverse effect on this Plan or on any Share purchased hereunder.

Neither this Plan nor any action taken hereunder shall interfere with the right of the employer of any Participant to terminate such Participant’s employment at any time. Further, neither this Plan nor any action taken hereunder shall be construed as a guarantee of future employment.

The Company and the Administrative Agent may from time to time establish procedures for (i) the electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, plan documents, the Enrolment Instructions and all other forms of communications) in connection with participation in the Plan, (ii) the receipt of electronic or telephonic instructions from Participants and/or (iii) an electronic signature system for delivery and acceptance of any such documents. Compliance with such procedures shall satisfy any requirement to provide documents in writing and/or for a document to be signed or executed.

This Plan became effective on October 31, 2018.

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This Plan and any Shares purchased hereunder shall be governed and construed in accordance with the laws of the Province of Québec. The Company and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Québec in respect of any action or proceeding relating in any way to the Plan.

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