Chartwell Retirement Residences — Capital/Financing Update 2021

Aug 18, 2021

Execution Copy

UNDERWRITING AGREEMENT

August 18, 2021

Chartwell Retirement Residences 7070 Derrycrest Drive Mississauga, Ontario L5W 0G5

Attention: Sheri Harris, Chief Financial Officer

Dear Sirs & Mesdames:

BMO Nesbitt Burns Inc. (“ BMO ”), RBC Dominion Securities Inc. (“ RBC ”) and CIBC World Markets Inc. (“ CIBC ”, and together with BMO and RBC, the “ Lead Underwriters ”), TD Securities Inc., Scotia Capital Inc., National Bank Financial Inc. and Canaccord Genuity Corp. (collectively with the Lead Underwriters, the “ Underwriters ”, and each individually, an “ Underwriter ”) understand that Chartwell Retirement Residences (“ Chartwell ”) proposes to issue and sell to the Underwriters 13,470,000 trust units (the “ Units ”) as described in the Schedule attached to this Agreement. Subject to the terms and conditions of this Agreement, the Underwriters severally, and not jointly, offer to purchase from Chartwell in the percentages set out on the Schedule opposite to their respective names and, by its acceptance of this Agreement, Chartwell agrees to sell to the Underwriters, at the Closing Time (as defined below), all but not less than all of the Units for the purchase price (the “ Purchase Price ”) specified in the Schedule.

By acceptance of this Agreement, Chartwell grants the Underwriters an unassignable option (the “ Over-Allotment Option ”) exercisable in whole or in part and at any time, up to the 30[th] day following the Closing Date (as defined below) to purchase up to 2,020,500 additional trust units (the “ Additional Units ”) on the same basis as the purchase of the Units. If the Lead Underwriters, on behalf of the Underwriters, elect to exercise all or any part of the OverAllotment Option, the Lead Underwriters shall notify Chartwell in writing not later than 30 days after the Closing Date, which notice shall specify the number of Additional Units to be purchased by the Underwriters pursuant to the Over-Allotment Option and the date upon which such Additional Units are to be purchased. Such date may be the same as the Closing Date but not earlier than two Business Days after the date of such notice. Additional Units may be purchased solely for the purpose of covering the Underwriters’ over-allocation position as determined as at the Closing Date. If any Additional Units are purchased pursuant to the Over-Allotment Option, each Underwriter agrees to purchase the number of Additional Units that bears the same proportion to the total number of Additional Units (subject to such adjustments to eliminate fractional units as the Lead Underwriters may determine) to be purchased as the percentages set out in the Schedule opposite the name of such Underwriter.

The Units and the Additional Units are hereinafter collectively referred to as the “ Securities ”.

The Underwriters propose to distribute the Securities in the Qualifying Jurisdictions (as defined below) pursuant to the Final Base Shelf Prospectus (as defined below) filed by Chartwell in each of the Qualifying Jurisdictions as supplemented by the Prospectus Supplement (as defined below) to be filed by Chartwell in each of the Qualifying Jurisdictions in the manner contemplated by this Agreement. The Securities may also be offered and sold in the United States on a private placement basis in accordance with Rule 144A (as defined below) to Qualified Institutional Buyers (as defined below ) and outside of Canada and the United States where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

The Underwriters shall be entitled (but not obligated) in connection with the distribution of Securities to retain as subagents other registered securities dealers for the purposes of arranging for purchases of the Securities (each, a “ Selling Firm ”), at no additional cost to Chartwell. The fee payable to any Selling Firm shall be for the account of the Underwriters.

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All obligations of the Underwriters under this Agreement are several (and not joint or joint and several) and no Underwriter will be liable under this Agreement for any act, omission, default or conduct by any other Underwriter or its U.S. affiliate (as defined below) or a Selling Firm appointed by any other Underwriter.

DEFINITIONS

In this Agreement:

“ 1933 Act ” means the United States Securities Act of 1933 , as amended, including the rules and regulations adopted by the SEC thereunder;

“ 1934 Act ” means the United States Securities Exchange Act of 1934 , as amended, including the rules and regulations adopted by the SEC thereunder;

“ 1940 Act ” means the United States Investment Company Act of 1940 , as amended, including the rules and regulations promulgated thereunder;

“ Additional Units ” has the meaning given to it above;

“affiliate ”, “ distribution ”, “ material change ”, “ material fact ”, “ misrepresentation ”, and “ subsidiary ” have the respective meanings given to them in the Securities Act (Ontario);

“ Agreement ” means the agreement resulting from the acceptance by Chartwell of the offer made by the Underwriters by this letter;

“ Auditors ” means the accounting firm identified in Section 5 of the Schedule;

“ Benco ” means Chartwell Benco Inc., a corporation formed under the laws of the Province of Ontario;

“ Business Day ” means any day, other than a Saturday or Sunday, on which both the Bank of Montreal and the Royal Bank of Canada in Toronto are open for commercial banking business during normal banking hours;

“ Canadian Securities Laws ” means all applicable securities laws in each of the Qualifying Jurisdictions and the respective regulations and rules under such laws together with applicable published notices and policy statements of the Canadian Securities Administrators and the Canadian Securities Regulators;

“ Canadian Securities Regulators ” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“ CDS ” has the meaning given to it in clause 7(a);

“ Chartwell ” has the meaning given to it above;

“ Chartwell’s Counsel ” has the meaning given to it in Section 8 of the Schedule;

“ Chartwell’s knowledge ” means the actual knowledge of those trustees, directors and officers of Chartwell and its subsidiaries listed in Chartwell’s annual information form dated March 4, 2021 under the heading “Trustees, Directors and Executive Officers” that continue to serve as trustees, directors and officers of Chartwell, as applicable, as of the date such determination of knowledge is made;

“ Claim ” has the meaning given to it in paragraph 11(b);

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“ Closing ” means the completion of the issue and sale by Chartwell and the purchase by the Underwriters of the Units pursuant to this Agreement;

“ Closing Date ” has the meaning given to it in Section 6 of the Schedule;

“ Closing Time ” has the meaning given to it in Section 6 of the Schedule;

“ COVID-19 ” means SARS-CoV-2 or COVID-19, and any evolutions, mutations or strains thereof or related or associated epidemics, pandemics or disease outbreaks;

“ COVID-19 Measures ” means any quarantine, “shelter in place,” “stay at home,” social distancing, delay, shut down, closure, sequester, safety or similar law, directive, guidelines or recommendations promulgated by the applicable Governmental Authority, in each case, in connection with or in response to COVID-19;

“ CSH Trust ” means CSH Trust, a trust established under the laws of Ontario, all of the units and notes of which are owned by Chartwell;

“ Declaration of Trust ” means the sixteenth amended and restated declaration of trust of Chartwell dated May 14, 2020;

“ Documents Incorporated by Reference ” means the documents incorporated by reference in the Prospectus as specified in Section 9 of the Schedule;

“ Environment ” means the natural environment, including, without limitation, the soil, ambient air, surface water, ground water, land surface or subsurface strata and those living organisms that interact therewith;

“ Environmental Laws ” mean any laws relating to the Environment, its protection, enhancement or remediation, transportation of dangerous goods, disposal of Hazardous Substances, occupational health and safety, planning, building, energy efficiency and neighbourhood laws;

“ Final Base Shelf Prospectus ” means the (final) short form base shelf prospectus of Chartwell (in both the English and French languages unless the context requires otherwise), including the Documents Incorporated by Reference, dated December 6, 2019 in respect of an aggregate of $2,000,000,000 of trust units, subscription receipts and debt securities;

“ Financial Information ” means Chartwell’s financial statements together with any auditors’ report thereon and the notes thereto and Chartwell’s management discussion and analysis related to same included in the Documents Incorporated by Reference;

“ Governmental Authority ” has the meaning given to it in paragraph 8(bb);

“ Hazardous Substance ” means any chemical, pollutant, contaminant, waste, toxic substance, hazardous substance or other substance or material defined in, prohibited, limited or regulated pursuant to Environmental Laws;

“ Indemnified Party ” has the meaning given to it in paragraph 11(b);

“ Lead Underwriters ” has the meaning given to it above;

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

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System ;

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements adopted by the Canadian Securities Regulators;

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“ NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions adopted by the Canadian Securities Regulators;

“ NI 44-102 ” means National Instrument 44-102 – Shelf Distributions adopted by the Canadian Securities Regulators;

“ notice ” has the meaning given to it in paragraph 21;

“ NP 11-202 ” means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions ;

“ Operator ” means Chartwell Master Care LP, a limited partnership established under the laws of Manitoba, the general partner of which is GP M Trust;

“ OSC ” means the Ontario Securities Commission;

“ Over-Allotment Closing Time ” has the meaning given to it in Section 7 of the Schedule;

“ Over-Allotment Option ” has the meaning given to it above;

“ Passport System ” means the passport system procedures provided for under MI 11-102 and NP 11-202 among the Canadian Securities Regulators;

“ Principal Regulator ” has the meaning given to it in Section 10 of the Schedule;

“ Prospectus ” means the Final Base Shelf Prospectus, as supplemented by the Prospectus Supplement, including in each case all Documents Incorporated by Reference (in both the English and French languages unless the context indicates otherwise), as amended by any Prospectus Amendment;

“ Prospectus Amendment ” means the English and French language versions of any amendment to the Final Base Shelf Prospectus or the Prospectus Supplement, any amendment to any Document Incorporated by Reference, any amending or supplemental prospectus and any other similar document;

“ Prospectus Supplement ” means the English and French language versions of the prospectus supplement of Chartwell proposed to be dated the date hereof relating to the offering of the Securities;

“ Qualified Institutional Buyers ” has the meaning given to it under Rule 144A;

“ Qualifying Jurisdictions ” has the meaning given to it in Section 11 of the Schedule;

“ Québec Counsel ” has the meaning given to it in Section 8 of the Schedule;

“ Regulation D ” means Regulation D under the 1933 Act;

“ Regulation S ” means Regulation S under the 1933 Act;

“ Rule 144A ” means Rule 144A under the 1933 Act;

“ Schedule ” means the schedule attached to and forming part of this Agreement;

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

“ Securities ” has the meaning given to it above;

“ Selling Firm ” has the meaning given to it above;

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“ Seniors Housing Businesses ” means, collectively, the seniors housing businesses currently carried on at the Seniors Housing Properties, including all of the assets involved in the operation of such properties other than the Seniors Housing Properties themselves, but including all furniture, moveable equipment, licences, contracts, inventory and goodwill in connection therewith;

“ Seniors Housing Properties ” means, collectively, the real property, buildings, fixtures (including attached equipment) and leasehold interests, if any, in the seniors housing facilities described in the Prospectus;

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval established by National Instrument 13-101 adopted by the Canadian Securities Regulators;

“ Shelf Information ” means the information that is included in the Prospectus Supplement that is permitted under the Shelf Procedures to be omitted from the Final Base Shelf Prospectus for which receipts or other evidences of acceptance have been obtained but that is deemed under the Shelf Procedures to be incorporated by reference into the Final Base Shelf Prospectus as of the date of and by virtue of the Prospectus Supplement;

“ Shelf Procedures ” means the rules and procedures established pursuant to NI 44-102;

“ Special Voting Units ” means the special voting units of Chartwell;

“ Specified Parties ” means CSH Trust, the Operator, Benco, GP M Trust, and TrusteeCo;

“ Stock Exchange ” means the Toronto Stock Exchange;

“ Tax Act ” means the Income Tax Act (Canada);

“ Term Sheet ” means the term sheet dated August 16, 2021, as filed with the Canadian Securities Regulators;

“ Transfer Agent ” has the meaning given to it in Section 12 of the Schedule;

“ TrusteeCo ” means Chartwell Master Care Corporation, a corporation governed by the laws of the Province of Ontario, being the sole trustee of GP M Trust;

“ Trustees ” means the trustees of Chartwell;

“ Underwriter ” and “ Underwriters ” have the respective meanings given to them above;

“ Underwriters’ Counsel ” has the meaning given to it in Section 8 of the Schedule;

“ Underwriting Fee ” has the meaning given to it in Section 13 of the Schedule;

“ U.S. Counsel ” has the meaning given to it in Section 8 of the Schedule;

“ U.S. Private Placement Memorandum ” means, insofar as one is necessary to be prepared, the U.S. private placement memorandum, and any amendments thereto, including the Prospectus, to be dated the date of the Prospectus Supplement, prepared in accordance with the securities laws of the United States, in such form to be mutually agreed upon by Chartwell and the Underwriters, each acting reasonably; and

“ U.S. Securities Laws ” means the United States federal securities laws, including, without limitation, the 1933 Act and the 1934 Act, and applicable state securities laws, in each case as may be amended from time to time.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to “paragraphs” and “clauses” are to the appropriate paragraph or clause of this Agreement.

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The Underwriters acknowledge that this Agreement, as executed by Chartwell, shall be conclusively taken to have been executed by, or by an officer of Chartwell on behalf of, the Trustees only in their capacity as trustees under the Declaration of Trust. The Underwriters hereby disavow any liability upon and waive any claims against holders of Units and any annuitants, holders, subscribers or beneficiaries of a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, tax-free savings account, registered disability savings plan or deferred profit sharing plan or under plans of which holders of such Units act as trustee or carrier and the obligations created hereunder are not personally binding upon, nor shall resort be had to, nor shall recourse or satisfaction be sought from, the private property of any Trustee or officers, employees or agents of Chartwell or any holder of Units, or such annuitant, holder, subscriber or beneficiary, but only the property of Chartwell from time to time or a specific portion thereof only shall be bound. It is agreed that the benefit of this provision is restricted to the Trustees of Chartwell, each holder of Units, such annuitants, holders, subscribers or beneficiaries and officers, employees or agents of Chartwell and, solely for that purpose, the undersigned signing officers of Chartwell have entered into this provision as agents and trustees for and on behalf of the Trustees of Chartwell, each holder of Units, each such annuitant, holder, subscriber or beneficiary and officers, employees or agents of Chartwell.

TERMS AND CONDITIONS

1. Qualification and Offering for Sale

• (a) Chartwell shall, prior to the filing of the Prospectus Supplement, allow the Underwriters and the Underwriters’ Counsel to participate fully in the preparation of the Prospectus Supplement and such other documents as may be required under applicable Canadian Securities Laws to qualify the distribution of the Securities and the grant of the Over-Allotment Option in the Qualifying Jurisdictions. Chartwell shall also allow the Underwriters and the Underwriters’ U.S. Counsel to participate fully in the preparation of the U.S. Private Placement Memorandum.

• (b) Chartwell represents and warrants to and for the benefit of the Underwriters that it is qualified, and has elected, to rely upon the Shelf Procedures, has prepared and filed the Final Base Shelf Prospectus (in English and French), omitting the Shelf Information, and all such other documents as are required under applicable Canadian Securities Laws to be filed therewith (in English and, as required, French) with the OSC, as principal regulator, and with the other Canadian Securities Regulators, utilizing the Passport System, and has obtained a receipt or other decision document in respect of the Final Base Shelf Prospectus evidencing that final receipts of the Canadian Securities Regulators in each of the Qualifying Jurisdictions have been issued or have been deemed to have been issued.

• (c) Chartwell shall: (i) prepare and file the Prospectus Supplement including the Shelf Information and all such other documents, including the Documents Incorporated by Reference, as are required under applicable Canadian Securities Laws to be filed therewith (in English and French, as appropriate) with the OSC, as principal regulator and the other Canadian Securities Regulators, in accordance with the Shelf Procedures by not later than 11:00 p.m. on August 18, 2021 (or such later date and time as may be agreed to in writing by the Lead Underwriters), and Chartwell will advise the Underwriters promptly when such filings have been made, and (ii) otherwise fulfill, to the satisfaction of the Underwriters’ Counsel, all legal requirements to enable the Securities to be offered and sold to the public in each of the Qualifying Jurisdictions by or through the Underwriters or any other investment dealer or broker registered in the applicable Qualifying Jurisdictions as soon as reasonably possible. The Prospectus Supplement shall be in such form as Chartwell and the Underwriters may mutually agree upon, acting reasonably. Chartwell shall, until the distribution of the Securities has been completed, promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under Canadian Securities Laws to continue to qualify the Securities for distribution and the grant of the Over-Allotment Option in each of the Qualifying Jurisdictions or, in the event that the Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again qualify, as applicable, the Securities for distribution and the grant of the Over-Allotment Option in each of the Qualifying Jurisdictions.

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• (d) Chartwell hereby agrees to diligently seek to obtain any regulatory, listing and other consents which may be required to permit the offering of the Securities in the Qualifying Jurisdictions as contemplated herein and the listing of the Securities on the Stock Exchange. The Underwriters shall be entitled to assume that the Securities are qualified for distribution in all Qualifying Jurisdictions following the filing of the Prospectus Supplement unless the Underwriters receive notice to the contrary from Chartwell or any Canadian Securities Regulator.

• (e) Chartwell will advise the Underwriters at first orally, and then in writing, during the period prior to the completion of the distribution of Securities, promptly after receiving notice or obtaining knowledge, of:

• (i) the issuance by any Canadian Securities Regulator of any order suspending or preventing the use of the Prospectus or any Prospectus Amendment or the distribution of the Securities;

• (ii) the suspension of the qualification of any of the Securities for offering or sale in any of the Qualifying Jurisdictions;

• (iii) the institution, threatening or contemplation of any proceeding for any of those purposes in (i) or (ii); or

• (iv) any requests made by any Canadian Securities Regulator to amend or supplement the Prospectus or for additional information.

• (f) During the distribution of the Securities, the Underwriters, severally and not jointly, covenant and agree with Chartwell:

• (i) not to provide any potential investor of Securities with any Marketing Materials other than the Term Sheet unless a template version of such Marketing Materials has been approved in writing by Chartwell and the Lead Underwriters and filed by Chartwell with the Canadian Securities Regulators, in each case, on or before the day such Marketing Materials are first provided to any potential investor in Securities; and

• (ii) not to provide any potential investor in Securities with any “standard term sheet” (within the meaning of NI 41-101) in respect of Chartwell or the Offering without the prior written approval of Chartwell.

2. Due Diligence

Chartwell shall permit the Underwriters to conduct all due diligence investigations which they reasonably require in order to fulfill their obligations as underwriters under the Canadian Securities Laws and in order to enable them to responsibly execute the certificate in the Prospectus Supplement required to be executed by them.

Following the filing of the Prospectus Supplement, up to the later of the Closing Date and the date of completion of the distribution of the Securities, Chartwell shall allow each of the Underwriters to conduct any due diligence investigations which any of them reasonably requires to confirm as at any date up to the foregoing times that it continues to have reasonable grounds for the belief that the Prospectus does not contain a misrepresentation as at such date.

During such periods, Chartwell will make available the trustees, directors and officers of Chartwell and its subsidiaries, Chartwell’s Counsel and its Auditors to answer any questions which any of the Underwriters may have, acting reasonably

3. Sale of Securities

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(a) Restrictions on Sale Outside the Qualifying Jurisdictions

The Underwriters agree not to distribute the Securities in such manner as to require registration of the Securities, or the filing of a prospectus or any similar document under the laws of any jurisdiction outside the Qualifying Jurisdictions and to distribute the Securities only in the Qualifying Jurisdictions in accordance with all applicable laws. In particular, the Underwriters acknowledge that the Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold within the United States except in accordance with Rule 144A to Qualified Institutional Buyers. In this connection, the Underwriters agree that they will not offer or sell any of the Securities within the United States except in accordance with paragraphs 3(d) to 3(e) below. The Underwriters may, however, offer and sell the Securities outside Canada and the United States, where they may be lawfully sold on a basis exempt from the prospectus and registration requirements or similar requirements of any such jurisdictions.

(b) Representations, Warranties and Covenants of Chartwell as to U.S. Sales

Chartwell hereby represents, warrants and covenants to and with the Underwriters that:

• (i) Chartwell is a “foreign issuer” with no “substantial U.S. market interest” (as such terms are defined in Regulation S) with respect to the trust units of Chartwell;

• (ii) none of Chartwell, its affiliates or any person acting on its or their behalf (other than the Underwriters and their affiliates, in respect of whom Chartwell makes no representation, warranty or covenant) has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) in the United States with respect to the Securities or has engaged or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D) in the United States with respect to the Securities, or has taken or will take any action that would cause the exemption or exclusion provided by Rule 144A or Rule 903 of Regulation S, respectively, to be unavailable with respect to offers and sales of the Securities;

• (iii) except with respect to offers and sales of Securities through the Underwriters and their U.S. affiliates in the United States to Qualified Institutional Buyers in reliance upon the exemption from registration available under Rule 144A, none of the Chartwell, its affiliates or any persons acting on any of their behalf (other than the Underwriters and their affiliates, in respect of whom Chartwell makes no representation, warranty or covenant) has offered or sold, or will offer or sell, any of the Securities in the United States;

• (iv) the trust units of Chartwell are not, and as of the Closing Time will not be, and no securities of the same class as the trust units of Chartwell are or will be, (A) listed on a national securities exchange in the United States registered under Section 6 of the 1934 Act, (B) quoted in an “automated inter-dealer quotation system”, as such term is used in Rule 144A, or (C) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;

• (v) so long as any Securities which have been sold in the United States in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, Chartwell shall either:

• (A) avail itself of the exemption from reporting provided by Rule 12g3-2(b) under the 1934 Act;

• (B) file reports and other information with the SEC under Section 13 or 15(d) of the 1934 Act; or

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  • (C) if it is not exempt from reporting pursuant to Rule 12g3-2(b) nor subject to and in compliance with Section 13 or 15(d) of the 1934 Act, then furnish to any holder of the Securities and any prospective purchaser of the Securities designated by such holder, upon request of such holder or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4) under the 1933 Act (so long as such requirement is necessary in order to permit holders of the Securities to effect resales under Rule 144A);

• (vi) Chartwell is not now and as a result of the sale of Securities contemplated hereby and the application of the proceeds thereof in the manner contemplated by the Prospectus will not be an “investment company” that is or is required to be registered under Section 8 of the 1940 Act;

• (vii) the offer and sale of the Securities in the United States by the Underwriters through their U.S. affiliates is not prohibited pursuant to an order issued pursuant to Section 12(j) of the 1934 Act; and

• (viii) Chartwell will file within the prescribed time period(s) any notices required under U.S. Securities Laws in connection with any sales of Securities in the United States.

• (c) Representations and Warranties of the Underwriters as to U.S. Sales Each of the Underwriters, severally, and not jointly and severally, represents and warrants to and with Chartwell that:

• (i) it acknowledges that the Securities have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold within the United States except in the manner set forth in paragraphs 3(d) and 3(e) below. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any “directed selling efforts” (within the meaning of Regulation S) in the United States with respect to the Securities or have engaged or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D) in the United States with respect to the Securities; and

• (ii) it has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Securities, except with its affiliates, any selling group members or with the prior written consent of Chartwell.

(d) Covenants of the Underwriters as to U.S. Sales

Each Underwriter, severally, and not jointly and severally, covenants with Chartwell that:

• (i) it has not offered or sold, and will not offer or sell, any Securities except (A) in “offshore transactions” in accordance with Rule 903 of Regulation S or (B) through its respective U.S. affiliate (as defined below) in the United States to Qualified Institutional Buyers in accordance with Rule 144A;

• (ii) all offers and sales of the Securities in the United States by it will be effected through the Underwriter’s U.S. registered broker-dealer affiliate in accordance with all applicable U.S. broker-dealer requirements (the “ U.S. affiliate ”); such U.S. affiliate is a duly registered broker-dealer with the SEC and under the laws of each state where such offers and sales are made (unless exempted from such state’s requirements) and is a member in good standing with the Financial Industry Regulatory Authority, Inc.;

• (iii) all offers and sales of the Securities in the United States by it will be effected in compliance with exemptions from applicable state securities (blue sky) laws;

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• (iv) if the Underwriter authorizes any members of the banking and selling group formed by it to offer and sell the Securities in the United States through its U.S. affiliate(s), the Underwriter shall require each banking and selling group member to agree, for the benefit of Chartwell, to comply with, and shall use commercially reasonable efforts to ensure that each banking and selling group member complies with the provisions of this paragraph 3 in connection with all offers and sales of the Securities in the United States as if such provisions applied to such member;

• (v) its U.S. affiliate selling Securities in the United States is a Qualified Institutional Buyer;

• (vi) it will not, either directly or through its U.S. affiliate, solicit offers for, or offer to sell, the Securities in the United States by means of any form of “general solicitation” or “general advertising” (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act or engage in any “directed selling efforts” (as defined in Regulation S) with respect to the Securities;

• (vii) it will solicit (and will cause its U.S. affiliate to solicit) offers for the Securities in the United States only from, and will offer the Securities only to, persons with whom it has a pre-existing relationship and reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A that, prior to purchasing such Securities will have duly executed and delivered to Chartwell and the Underwriters and their U.S. affiliates a purchaser’s letter substantially in the form attached as Exhibit A to the U.S. Private Placement Memorandum from those purchasers solicited by it;

• (viii) it will inform (and cause its U.S. affiliate to inform) all purchasers of the Securities in the United States through the Underwriter that the Securities have not been and will not be registered under the 1933 Act or U.S. state securities laws and that the Securities are being offered and sold to them without registration under the 1933 Act in reliance on the exemption from registration provided by Rule 144A;

• (ix) to the extent offers of Securities are made in the United States by it, prior to any sales of the Securities in the United States, each such purchaser in the United States will be provided with a U.S. Private Placement Memorandum, including the Prospectus, and no other written material will be used in connection with the offer or sale of the Securities in the United States; and

• (x) at least one Business Day prior to the time of delivery, it will provide the Transfer Agent with a list of all purchasers in the United States solicited by it or its U.S. affiliate.

(e) Underwriters’ U.S. Affiliates

Each Underwriter agrees severally, and not jointly and severally, that:

• (i) it shall cause its U.S. affiliate to agree, for the benefit of Chartwell and shall use commercially reasonable efforts to ensure its U.S. affiliate complies with the same provisions as are contained in paragraphs 3(d) and 3(e); and

• (ii) at Closing, it, together with its U.S. affiliate selling Securities in the United States, will provide a certificate, substantially in the form of Exhibit I to this Agreement relating to the manner of the offer and sale of the Securities in the United States or, if no such certificate is delivered, such Underwriter and its U.S. affiliate will be deemed to have represented to Chartwell that such Underwriter and its U.S. affiliate made no offers or sales of any Securities in the United States.

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(f) Limitation of Liability of Underwriters

Notwithstanding the provisions of this Section 3, an Underwriter will not be liable to Chartwell under this section with respect to a violation by another Underwriter or its U.S. affiliate(s) of the provisions of this section if the former Underwriter or its U.S. affiliate, as applicable, is not itself also in violation.

4. Deliveries and Related Covenants

(a) Deliveries on Filing

Chartwell has delivered or caused to be delivered or shall deliver or cause to be delivered to the Underwriters the documents set out below at the respective times indicated:

• (i) prior to the filing with the Canadian Securities Regulators of the Prospectus Supplement, copies of the Final Base Shelf Prospectus, in the English and French languages, as filed with the Canadian Securities Regulators in the Qualifying Jurisdictions, signed and certified as required by the Canadian Securities Laws of the Qualifying Jurisdictions and copies of all Documents Incorporated by Reference therein (in both the English and French languages) which have not previously been delivered to the Underwriters (provided that if such information incorporated or deemed to be incorporated by reference is available to the public on SEDAR, such information shall be deemed to have been delivered in satisfaction of this requirement);

• (ii) prior to the filing with the Canadian Securities Regulators of the Prospectus Supplement:

• (A) copies of the Prospectus Supplement, in the English and French languages, as to be filed with the Canadian Securities Regulators in the Qualifying Jurisdictions, signed and certified by Chartwell, if and as required by the Canadian Securities Laws of the Qualifying Jurisdictions;

• (B) copies of any Documents Incorporated by Reference therein (in both the English and French languages) which have not previously been delivered to the Underwriters (provided that if such Documents Incorporated by Reference are available to the public on SEDAR, they shall be deemed to have been delivered in satisfaction of this requirement); and

• (C) the U.S. Private Placement Memorandum;

• (iii) as soon as they are available, copies of the English and French language versions, as applicable, of any Prospectus Amendment required to be filed under the Canadian Securities Laws of the Qualifying Jurisdictions, as filed with the Canadian Securities Regulators in the Qualifying Jurisdictions, signed and certified as required by the Canadian Securities Laws of the Qualifying Jurisdictions including any Documents Incorporated by Reference therein which have not been previously delivered to the Underwriters;

• (iv) contemporaneously with the filing with the Canadian Securities Regulators of any Documents Incorporated by Reference in the Prospectus, copies of any such documents which have not been previously delivered to the Underwriters;

• (v) at the time of the delivery to the Underwriters pursuant to this Section 4 of the French language version of the Prospectus Supplement or any Prospectus Amendment:

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• (A) an opinion of Québec Counsel addressed to the Underwriters and Chartwell and dated the date of the Prospectus Supplement or, in the case of any Prospectus Amendment, the date of the Prospectus Amendment, as the case may be, to the effect that the French language version of the Prospectus, as supplemented or amended thereby and the French language version of each of the Documents Incorporated by Reference into the Prospectus Supplement (except for any financial statements and notes thereto, Auditor’s reports, management’s discussion and analysis of results of operations and financial condition and financial information, including consolidated capitalization, which are the subject of the opinion of Chartwell’s auditors referred to below (the “ Financial Information ”), as to which no opinion need be expressed by such counsel) is in all material respects a complete and accurate translation of the English language version thereof; and

• (B) an opinion of the Auditors addressed to the Underwriters and Chartwell and dated, in the case of the Prospectus Supplement, the date of the Prospectus Supplement or, in the case of any Prospectus Amendment, the date of the Prospectus Amendment, as the case may be, to the effect that the French language version of the Financial Information set forth in the Prospectus, as supplemented or amended thereby or incorporated therein by reference is in all material respects a complete and proper translation of the English language version thereof;

• (vi) at the time of delivery to the Underwriters pursuant to this Section 4 of the Prospectus Supplement or any Prospectus Amendment (or such later time as may be agreed to in writing by the Underwriters), a signed “long form” comfort letter from the Auditors dated the date of such document in a form and in substance reasonably satisfactory to the Underwriters, addressed to the Underwriters and Chartwell, with respect to certain financial and accounting information contained in or incorporated by reference in the Prospectus, which comfort letter shall be based on a review by the Auditors having a cutoff date not more than two business days prior to the date of such document and shall be in addition to any comfort letters which must be filed with Canadian Securities Regulators pursuant to applicable Canadian Securities Laws; and

• (vii) prior to or concurrently with the filing of the Prospectus Supplement, evidence satisfactory to the Underwriters, acting reasonably, that the Securities have been conditionally approved for listing on the Stock Exchange.

All such opinions or comfort letters shall be in form and substance satisfactory to the Underwriters and the Underwriters’ counsel, acting reasonably.

(b) Representations as to the Prospectus

The filing and delivery, as applicable, of the Prospectus Supplement, any Prospectus Amendment and the U.S. Private Placement Memorandum, shall constitute a representation and warranty by Chartwell to the Underwriters that, as at the dates of filing and delivery, as applicable:

• (i) all information and statements (except information relating solely to and provided by the Underwriters) contained in the Final Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment, as applicable, including all Documents Incorporated by Reference, are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to Chartwell and the Securities;

• (ii) no material fact or information has been omitted from such disclosure (except facts or information relating solely to the Underwriters) which is required to be stated in such

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disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made;

• (iii) such documents comply fully with the requirements of the Canadian Securities Laws, as applicable; and

• (iv) the U.S. Private Placement Memorandum contains no untrue statement of a material fact nor omits to state a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading and complies fully with the requirements of U.S. Securities Laws.

Such deliveries shall also constitute Chartwell’s consent to the Underwriters’ use of the Prospectus for the distribution of the Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and the Canadian Securities Laws and the use of the U.S. Private Placement Memorandum for offers and sales of the Securities to Qualified Institutional Buyers in the United States by the Underwriters and their U.S. affiliates.

(c)

Commercial Copies

Chartwell shall cause commercial copies of the Prospectus in the English and French languages to be delivered to the Underwriters without charge, in such numbers and in such cities as the Underwriters may reasonably require. Such delivery shall be effected as soon as possible and, in any event, no later than 12:00 p.m. (local time) on the second Business Day following the filing thereof (or such other date and time as the Underwriters may agree to). The commercial copies of the Prospectus shall be identical in content to the electronically transmitted versions of the component parts thereof filed with Canadian Securities Regulators pursuant to the System for Electronic Document Analysis and Retrieval except for imprints requested by any Underwriter. In addition, Chartwell shall cause to be delivered to the Underwriters, without charge, commercial copies of any Prospectus Amendment in such numbers and in such Canadian cities as the Underwriters may reasonably request by verbal instructions no later than 48 hours after the later of the filing of such Prospectus Amendment and the time such commercial copies are requested by the Underwriters. Chartwell will similarly cause to be delivered to the Underwriters, at those delivery points as the Underwriters may reasonably request, commercial copies of the U.S. Private Placement Memorandum.

(d) Notice of Completion of Distribution

After the Closing Time, the Underwriters shall:

• (i) use commercially reasonable efforts to complete the distribution of the Securities as promptly as possible; and

• (ii) give prompt written notice to Chartwell when, in the opinion of the Underwriters, they have completed distribution of the Securities, specifying therein the total proceeds realized in each of the Qualifying Jurisdictions and any other jurisdiction.

5. Changes

(a) Material Change During Distribution

During the period from the date of this Agreement to the later of the Closing Date and the completion of distribution of the Securities, Chartwell in relation to all information contained in the Prospectus (other than information provided by the Underwriters) shall promptly notify the Underwriters at first orally and then in writing of the full particulars of:

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• (i) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the financial condition, business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Chartwell, any of the Specified Parties;

• (ii) any material fact which is new, has arisen or been discovered and would have been required to have been stated in the Prospectus or the U.S. Private Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of the Prospectus or the U.S. Private Placement Memorandum; and

• (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed or any new material fact) contained in the Prospectus or the U.S. Private Placement Memorandum, including all Documents Incorporated by Reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus or U.S. Private Placement Memorandum misleading or untrue or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying (to the extent that such compliance is required) with Canadian Securities Laws or which could reasonably be expected to have a significant effect on the market price or value of the Securities, or would result in an untrue statement of a material fact or a material omission in the U.S. Private Placement Memorandum.

Chartwell shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Underwriters, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change, including filing a Prospectus Amendment to reflect any such changes or discoveries. However, Chartwell shall not file any Prospectus Amendment or other document without first obtaining approval from the Underwriters, after consultation with the Underwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. Chartwell shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraph. For greater certainty, it is understood and agreed that if the Underwriters determine, after consultation with Chartwell, that a material change or change in a material fact has occurred which makes any statement of a material fact contained in the Prospectus or U.S. Private Placement Memorandum untrue or misleading, or which may result in a misrepresentation, Chartwell will prepare and file promptly at the request of the Underwriters any Prospectus Amendment or amendment to the U.S. Private Placement Memorandum which in their opinion, acting reasonably, may be necessary or advisable.

(b) Change in the Business or Affairs

Chartwell will not, without the prior written consent of the Lead Underwriters, not to be unreasonably withheld, take any action which would have the effect of causing a material change in the business or affairs of Chartwell to occur prior to the completion of the distribution of the Securities or make any distributions for which the record date is prior to the Closing Date other than the expected distribution to be made to unitholders on August 16, 2021 to unitholders of record on July 30, 2021. Chartwell also agrees to seek prior approval from the Lead Underwriters regarding all public disclosure proposed to be made by it from the date hereof until the Closing Time, such approval not to be unreasonably withheld or delayed.

(c) Change in Canadian Securities Laws

If during the period of distribution to the public of the Securities, there shall be any change in the Canadian Securities Laws which, in the opinion of the Underwriters, requires the filing of a Prospectus Amendment, Chartwell shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Prospectus Amendment with the appropriate Canadian Securities Regulator in each of the Qualifying Jurisdictions where such filing is required.

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(d) Change in Closing Date

If a material change or a change in a material fact occurs prior to the Closing Date, then, subject to paragraph 10, the Closing Date shall be, unless Chartwell and the Underwriters otherwise agree in writing, the fifth Business Day following the later of:

• (i) the date on which all applicable filings or other requirements of the Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate receipts obtained for such filings and notice of such filings from Chartwell or Chartwell’s Counsel have been received by the Underwriters; and

• (ii) the date upon which the commercial copies of any Prospectus Amendment have been delivered in accordance with paragraph 4(c), however, in no event shall the Closing Date be later than September 8, 2021

6. Services Provided by Underwriters and Underwriting Fee

The Securities will be distributed by the Underwriters in the Qualifying Jurisdictions in compliance with the Canadian Securities Laws, in the United States in compliance with paragraph 3 and outside Canada and the United States in compliance with paragraph 3. As consideration for the Underwriters’ offer to purchase the Securities hereunder, Chartwell agrees to pay the Underwriting Fee to the Underwriters at the Closing Time and Over-Allotment Closing Time, as applicable, as provided in paragraph 7. For greater certainty, the Underwriting Fee shall not be subject to Harmonized Sales Tax, or if determined to be so subject, such Harmonized Sales Tax shall be paid by Chartwell.

7. Deliveries

• (a) Delivery of Purchase Price, Underwriting Fee and Certificates

The purchase and sale of the Units and the Additional Units, as applicable, shall be completed at the Closing Time or the Over-Allotment Closing Time, as the case may be, at the place specified for Closing in the Schedule. At the Closing Time or the Over-Allotment Closing Time, Chartwell shall have caused the Transfer Agent to deliver the Units or Additional Units, as applicable, to the Underwriters, in electronic, uncertificated form as an “instant” or electronic deposit through the systems of CDS Clearing and Depository Services Inc. (“ CDS ”), or in the manner directed by the Underwriters in writing, in each case registered in the name of CDS & Co. or in such other name or names as the Underwriters may direct Chartwell, in writing, prior to the Closing Time or the OverAllotment Closing Time, as the case may be, against payment by the Underwriters to or to the direction of Chartwell of the Purchase Price and the Additional Purchase Price, as the case may be (each net of the Underwriting Fee which is to be retained by the Underwriters pursuant to the direction of Chartwell and/or the Operator) in immediately available funds in Toronto, Ontario, together with a receipt signed by the Lead Underwriters for such deposit and for receipt of the Underwriting Fee.

(b)

Delivery of Proceeds

In order to facilitate an efficient and timely closing at the Closing Time or the Over-Allotment Closing Time, as the case may be, the Underwriters may choose to initiate a wire transfer of funds to Chartwell prior to the Closing Time or the Over-Allotment Closing Time, as the case may be, for the proceeds of the offering of the Units or Additional Units, as applicable. If the Underwriters do so, Chartwell agrees that such transfer of funds to Chartwell, prior to the Closing Time or the OverAllotment Closing Time, as the case may be, does not constitute a waiver by the Underwriters of any of the conditions of the Closing set out in this Agreement. Furthermore, Chartwell agrees that any such funds received from the Underwriters prior to the Closing Time or the Over-Allotment Closing Time, as the case may be, will be held in trust solely for the benefit of the Underwriters

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until the Closing Time or the Over-Allotment Closing Time, as the case may be, and if the Closing does not occur at the scheduled Closing Time or the Over-Allotment Closing Time, as the case may be, such funds shall be immediately returned by wire transfer to the Lead Underwriters, or as they may direct, on behalf of the Underwriters, without interest. Upon the satisfaction of the conditions of the Closing Time or the Over-Allotment Closing Time, as the case may be, and the delivery to the Underwriters of the items set out in paragraph 9 of this Agreement, the funds held in trust for the Underwriters shall be deemed to be delivered by the Underwriters in satisfaction of the obligation of the Underwriters under this Agreement and upon such delivery the trust constituted by this clause 7(b) shall be terminated without further formality.

Chartwell shall pay all fees and expenses payable to the Transfer Agent in connection with the preparation and delivery of the Securities and the fees and expenses payable to the Transfer Agent in connection with transfers as may be required in the course of the distribution of the Securities.

8. Representations and Warranties of Chartwell

Chartwell represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, and in purchasing the Securities, that:

• (a) Chartwell is a trust validly existing under the laws of the Province of Ontario and is properly registered under the laws of all jurisdictions in which its activities are carried on except where the failure to be so registered would not have a material adverse effect on Chartwell;

• (b) Chartwell qualifies as a “mutual fund trust” (as defined in the Tax Act) and Chartwell has conducted, since its formation, its affairs so as to continue to qualify as a “mutual fund trust”;

• (c) Chartwell is qualified under NI 44-101 and NI 44-102 to file a short form base shelf prospectus with the Canadian Securities Regulators and, except as incorporated by reference therein, Chartwell is not required to include financial statements in the Prospectus regarding itself or of any other entity under Canadian Securities Laws;

• (d) Chartwell is a reporting issuer in each of the Qualifying Jurisdictions not in default of any requirement under Canadian Securities Laws;

• (e) each of the Specified Parties is validly existing under the laws of its jurisdiction of formation and is properly registered under the laws of all jurisdictions in which its business or investment activity is carried on except where failure to be so registered would not have a material adverse effect on Chartwell or the Specified Parties;

• (f) other than the Specified Parties, Chartwell does not have any subsidiaries that are material to the Senior Housing Business;

• (g) Chartwell is the sole registered and beneficial unitholder of CSH Trust and the sole registered and beneficial shareholder of TrusteeCo, Chartwell and CSH Trust are the sole registered and beneficial owners of all of the issued and outstanding Class A limited partnership units of the Operator, CSH Trust is the sole registered and beneficial shareholder of Benco, and Benco is the sole registered and beneficial unitholder of GP M Trust, in each case free and clear of any liens or other encumbrances, except as described in the Prospectus or as required in connection with Chartwell’s credit and mortgage facilities described in the Prospectus. Other than direct or indirect interests in the Specified Parties and as described in the Prospectus, and corporations whose sole function is to act as bare nominee holding registered title to properties that comprise, and other entities through which Chartwell holds its interests in, the Seniors Housing Properties beneficially owned by the Operator, Chartwell does not have any interest in any other corporation or entity;

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• (h) Chartwell is authorized to issue an unlimited number of trust units and Special Voting Units, of which, as of the date set out in the Schedule, the number of trust units set out in the Schedule are issued and are outstanding as fully-paid and non-assessable units and 5,621,770 units are reserved for issue as of August 18, 2021, such reserve to be issued upon exchange of Class B limited partnership units of the Operator, under employee compensation arrangements of Chartwell or pursuant to Chartwell’s distribution reinvestment plan;

• (i) the Operator is authorized to issue an unlimited number of Class A limited partnership units of which 298,267,223 Class A limited partnership units are outstanding as of August 18, 2021 and are owned by Chartwell or CSH Trust, and an unlimited number of Class B limited partnership units (of which 1,530,360 Class B limited partnership units are outstanding as of August 18, 2021);

• (j) the Operator beneficially owns the Seniors Housing Business and the Seniors Housing Properties and owns or has all necessary right, title and interest in and to all other assets used in connection with its business as described in the Prospectus, free and clear of any material liens or other material encumbrances, except as described in the Prospectus or as required in connection with Chartwell’s credit and mortgage facilities described in the Prospectus;

• (k) Chartwell has the requisite power, authority and capacity to: (i) execute, deliver and file, as applicable, this Agreement, the Prospectus, the U.S. Private Placement Memorandum and any Prospectus Amendment; (ii) perform its obligations under this Agreement; and (iii) own, lease and operate its property and assets, including by holding licences or other similar rights, and to carry on the business or investment activity to be carried on by it, all as contemplated by the Prospectus, except where failure to be in compliance would not have a material adverse effect on Chartwell;

• (l) Chartwell has the requisite power, authority and capacity under the Declaration of Trust to issue, sell and deliver the Securities in accordance with the provisions of this Agreement and to grant the Over-Allotment Option and the issuance of the Securities and the grant of the Over-Allotment Option by Chartwell to the Underwriters in accordance with the terms of this Agreement has been authorized by all necessary action taken by the Trustees and the Securities, when issued, delivered and paid for in full, will be validly issued as fully paid trust units of Chartwell;

• (m) this Agreement has been duly authorized, executed and delivered by Chartwell and constitutes a legal, valid and binding obligation of Chartwell, enforceable against Chartwell in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws;

• (n) the execution and delivery of this Agreement, and the performance by Chartwell of its obligations under this Agreement, will not result: (i) in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would be in contravention of Canadian Securities Laws and the rules and regulations of the Stock Exchange; or (ii) constitute a default under or give rise to rights of purchase or first refusal, rights to accelerate obligations or payments or other rights to terminate under any term or provision of the Declaration of Trust or any resolution of the Trustees or unitholders of Chartwell or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease or ground lease to which Chartwell or any of the Specified Parties is a party or any judgment, decree, order, statute, rule, licence or regulation applicable to Chartwell or any of the Specified Parties;

• (o) the Declaration of Trust has not been rescinded and remains in full force and effect and Chartwell is not in default thereunder or in breach thereof;

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• (p) each of Chartwell and the Specified Parties has conducted and is conducting its activities in compliance in all material respects with the terms and provisions of the Declaration of Trust and their respective constating documents. All purchases of Seniors Housing Properties and Seniors Housing Businesses have been made in accordance with the Declaration of Trust and the constating documents of the Specified Parties. All indebtedness made or obtained by Chartwell and its subsidiaries have been made or obtained, or, as of the Closing Date, will have been made or obtained, in accordance with the Declaration of Trust and constating documents of each of Chartwell and the Specified Parties;

• (q) the Securities conform to the description thereof in the Prospectus;

• (r) no person, firm or corporation has or will have any agreement or option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from Chartwell of any unissued trust units, interests, or other securities of Chartwell or any Specified Party, except as otherwise described in the Prospectus or in this Agreement;

• (s) the consolidated financial statements of Chartwell incorporated by reference in the Prospectus present fairly in all material respects the consolidated financial position of Chartwell as at the dates indicated and the consolidated net income, unitholders’ equity and cash flows of Chartwell for the periods specified and have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as noted therein;

• (t) except as disclosed or contemplated in the Prospectus, to Chartwell’s knowledge, none of the Trustees, officers or employees of Chartwell, or any person who owns, directly or indirectly, more than 10% of any class of securities of Chartwell or securities of any person exchangeable for more than 10% of any class of securities of Chartwell, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any material transaction, including any purchase or sale of any property, whether by sale of assets or shares or in any mezzanine financing loan since January 1, 2020, or any proposed material transaction, with Chartwell or any Specified Party which, as the case may be, materially affects, is material to or will materially affect Chartwell;

• (u) other than the approval of the Stock Exchange regarding the listing of the Securities, no consent, approval, permit, authorization, order or filing of or with any Governmental Authority of Canada or any Qualifying Jurisdiction is required by Chartwell for the execution and delivery of and the performance by Chartwell of its obligations under this Agreement, except as may be required under the Canadian Securities Laws (which shall have been obtained on or before Closing Time);

• (v) the form and terms of the certificates representing the trust units of Chartwell have been duly approved and adopted by the Trustees and comply with all legal requirements, including, without limitation, the Declaration of Trust, and the by-laws, rules and regulations of the Stock Exchange;

• (w) there are no reports or information that in accordance with Canadian Securities Laws or the requirements of the Canadian Securities Regulators must be made publicly available or filed in connection with the offering of the Securities that have not been or will not be made publicly available or filed as required;

• (x) the proceeds of the issue of the Securities will be used substantially in the manner specified in the Prospectus;

• (y) there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) with respect to the Auditors;

• (z) Chartwell is in compliance with CSA Staff Notice 52-306 (Revised) – Non-GAAP Financial Measures ;

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• (aa) Chartwell is in compliance with its timely disclosure obligations under Canadian Securities Laws and, without limiting the generality of the foregoing, except as disclosed in the Prospectus, there has not occurred any material change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition, capital or prospects of Chartwell and its subsidiaries, taken as a whole, since the end of Chartwell’s most recently completed financial year (for which audited financial statements have been issued);

• (bb) other than as set forth in the Prospectus, there is no litigation or governmental or other proceeding or investigation at law or in equity before any court or before or by any federal, provincial, state, municipal, local or other governmental or public department, commission, board, bureau, agency, instrumentality or body, domestic or foreign, any subdivision or authority of any of the foregoing or any quasi governmental, self regulatory organization, stock exchange or other private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above, including the Canadian Securities Regulators (collectively, “ Governmental Authority ”) currently outstanding or, to Chartwell’s knowledge, threatened in writing against, or involving the assets, properties or business of Chartwell or any Specified Party, including the Seniors Housing Business or the Seniors Housing Properties, and no matter under discussion with any Governmental Authority, and no claim made by any Governmental Authority, relating to taxes, governmental charges or assessments asserted by any such authority in respect of any of Chartwell, the Specified Parties, the Seniors Housing Business or the Seniors Housing Properties, which, in each case, if determined adversely would reasonably be expected to materially adversely affect the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of Chartwell;

• (cc) all material agreements to which Chartwell or a Specified Party is a party are, valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there has been no material default under any such agreements (except for minor and temporary arrears and other similar temporary defaults which occur in the ordinary course of business) and, except as disclosed in the Prospectus, each of Chartwell and the Specified Parties has paid, or has made arrangements for the payment of, all taxes (including all land transfer taxes) required to be paid by it and any other assessment, fine, interest or penalty levied against it. There are no liens for taxes on the assets or properties of any of Chartwell or the Specified Parties, except for taxes not yet due and payable. Except as disclosed in the Prospectus, all real property or other taxes of any kind required to be paid by Chartwell or the Specified Parties in respect of the Seniors Housing Properties and Seniors Housing Businesses have been paid;

• (dd) insurance coverage against such risks and in such amounts as are reasonable for prudent owners of businesses similar to the Seniors Housing Businesses is in full force and effect for Chartwell and/or the Specified Parties; neither Chartwell and/or the Specified Parties is in default with respect to any of the provisions contained in such policies of insurance or has failed to give any notice or pay any premium or present any claim under any such insurance policy;

• (ee) neither Chartwell nor any of the Specified Parties is, and immediately following the Closing, will be, a party to any agreement, contract or understanding (written or oral) or bound by any obligation which is or could be material to Chartwell that is required under the Canadian Securities Laws to be disclosed in the Prospectus, except as disclosed in the Prospectus;

• (ff) each of Chartwell and the Specified Parties (since purchased or formed by Chartwell) has conducted and is conducting its activities in compliance in all material respects with all applicable laws, rules, environmental legislation, regulations, licenses and permits and is licensed, registered or qualified and has all necessary licenses and permits in all jurisdictions in which it carries on activities, to enable its activities as now conducted to be carried on and to enable its assets to be owned or to be leased and to be operated, and all such licenses, registrations, qualifications and permits are valid and existing and in good standing, none of them contains any term, provision, condition or limitation which would reasonably be expected to have a material adverse effect on Chartwell, except in each

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case to the extent that the failure to be so licensed, registered, qualified or permitted or to obtain such licenses, registrations, qualifications or permits, or to maintain such licenses, registrations, qualifications or permits as valid, existing or in good standing, would not, in the aggregate, have a material adverse effect on the investments or financial condition of Chartwell. Except as disclosed in the Prospectus, Chartwell is not aware of any legislation, regulation, by-law or other lawful requirement currently in force or proposed to be brought into force by any Governmental Authority with which Chartwell will be unable to comply and/or which would reasonably be expected to materially adversely affect Chartwell;

• (gg) the trust records, corporate books and minute books of Chartwell and the Specified Parties contain complete and accurate minutes (or drafts thereof) of all meetings of trustees, directors and committees thereof and shareholders, partnerships and unitholders, as applicable, held since their respective dates of formation or incorporation, and all such meetings were duly called and held; the unit or share certificate, books, registers or unitholders and shareholders, registers of transfers and registers of trustees and directors of Chartwell and the Specified Parties are complete and accurate;

• (hh) pursuant to the provisions in Section 122 of the Tax Act that apply to a “SIFT trust” under the Tax Act, the aggregate amount of tax payable by Chartwell for 2021 as estimated as of the date hereof, will be nil per trust unit;

• (ii) the currently issued and outstanding trust units of Chartwell are listed and posted for trading on the Stock Exchange;

• (jj) the Transfer Agent, at its principal office in the City of Toronto, has been duly appointed as registrar and transfer agent for the trust units of Chartwell including the Securities;

• (kk) none of Chartwell, any of the Specified Parties or to Chartwell’s knowledge, any director, trustee, officer, agent, employee or affiliate of Chartwell or any of the Specified Parties is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, Her Majesty’s Treasury, Global Affairs Canada or other relevant sanctions authority (collectively, “ Sanctions ”), and, subject to applicable laws, Chartwell will not directly or indirectly use the proceeds of the sale of Securities or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person involved in or facilitating the transaction, whether as underwriter, agent, advisor, investor or otherwise) of Sanctions;

• (ll) the operations of Chartwell and the Specified Parties are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which they are subject, including, but not limited to, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.1 of the Criminal Code (Canada) (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Chartwell or the Specified Parties with respect to the Anti-Money Laundering Laws is, to Chartwell’s knowledge, pending or threatened;

• (mm) none of Chartwell nor any of the Specified Parties, or to the knowledge of Chartwell, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of Chartwell or any of the Specified Parties, has: (i) made or provided any unlawful contribution or gift or paid for or provided any unlawful entertainment or expense relating in either case to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Corruption

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of Foreign Public Officials Act (Canada), to the extent applicable to Chartwell or such Specified Parties; or (iv) made or provided any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, in each case, where either the payment or the purpose of such contribution, payment or gift, at the time it was made, was prohibited under applicable anti-corruption laws; and neither Chartwell nor any of the Specified Parties will use, directly or indirectly, the proceeds of the distribution of the Offered Units in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws;

• (nn) (A) there has been no security breach or other compromise of or relating to any of Chartwell’s information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “ IT Systems and Data ”) which would reasonably be expected to materially adversely affect Chartwell and the Specified Parties (taken as a whole); and (B) Chartwell has not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any such security breach or other compromise to its IT Systems and Data; and Chartwell has implemented reasonable backup and disaster recovery technology consistent with industry standards and practices;

• (oo) no labour dispute, grievance, arbitration or legal proceeding which would reasonably be expected to have a material adverse effect on the business, operations or financial results of Chartwell is ongoing or pending with any collective bargaining unit or employee of Chartwell or the Specified Parties and, to the knowledge of Chartwell, none has occurred during the past year; and

• (pp) each of Chartwell and the Specified Parties have been monitoring COVID-19 and COVID Measures and the potential impact of COVID-19 and COVID-19 Measures on its respective operations and Chartwell and the Specified Parties, as applicable, have put in place what it believes to be appropriate control measures, limitations, restrictions and procedures to protect the wellness of all of their respective employees, customers and residents while continuing to operate.

9. Conditions

The Underwriters’ obligation to purchase the Securities at the Closing Time and at any Over-Allotment Closing Time shall be subject to the accuracy of the representations and warranties of Chartwell contained in this Agreement both as of the date of this Agreement and as of the Closing Time and at any Over-Allotment Closing, the performance by Chartwell of its obligations under this Agreement and the following additional conditions (it being understood that the Underwriters may, in their sole discretion, waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance of Chartwell):

• (a) Delivery of Opinions

• (i) The Underwriters shall have received at the Closing Time a legal opinion from Chartwell’s Counsel dated the Closing Date and addressed to the Underwriters and the Underwriters’ Counsel, in form and substance substantially the same as the opinion delivered by Chartwell’s counsel on November 24, 2017 and otherwise satisfactory to the Underwriters, acting reasonably, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper as to the laws other than those of Ontario and the laws of Canada applicable therein and as to matters of fact, on certificates of the Auditors, the Transfer Agent, public and stock exchange officials and officers of Chartwell and/or Specified Parties, with respect to the following matters:

  • (A) as to the existence of each of Chartwell, CSH Trust, the Operator, GP M Trust, Benco and TrusteeCo under the laws of its jurisdiction of formation or

• 22 -

incorporation, as the case may be, and as to the adequacy of the power of Chartwell to issue the Securities;

• (B) as to the authorized capital of Chartwell and the authorized and issued capital of each of CSH Trust, the Operator, GP M Trust, Benco and TrusteeCo and as to the registered ownership of such issued capital for each of CSH Trust, Benco, GP M Trust, the Operator and TrusteeCo;

• (C) that each of Chartwell, CSH Trust, the Operator, Benco, GP M Trust and TrusteeCo has all requisite power and authority under the laws of its respective jurisdiction of incorporation or formation, as the case may be, to carry on its activities as presently carried on, and to be carried on, as contemplated by the Prospectus and as to the beneficiaries of GP M Trust;

• (D) that all necessary action has been taken by Chartwell to authorize the execution and delivery of the Prospectus and the U.S. Private Placement Memorandum and the filing of such documents as may be required under the Canadian Securities Laws in each of the Qualifying Jurisdictions;

• (E) the Securities have been duly authorized by all necessary action of Chartwell and, when issued and delivered, will be validly issued and outstanding as fully paid trust units of Chartwell;

• (F) that the attributes of the Securities are consistent in all material respects with the description of the Securities in the Prospectus;

• (G) that the execution and delivery of this Agreement by Chartwell, the fulfilment of the terms of this Agreement by Chartwell, and the sale of the Securities and the consummation of the transactions contemplated by this Agreement by Chartwell, do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the Declaration of Trust, by-laws or resolutions of the board of Trustees or the securityholders of Chartwell;

• (H) this Agreement has been duly authorized, executed and delivered by Chartwell and constitutes a legal, valid and binding obligation of Chartwell and is enforceable against Chartwell in accordance with its terms, except as enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions of paragraph 11, the contribution provisions of paragraph 12 and the severability provisions of paragraph 13 and that such counsel’s opinion may contain other limitations and qualifications customary for an enforceability opinion including in relation to limitation periods;

• (I) confirming its opinion under the heading “ Certain Canadian Federal Income Tax Considerations - Eligibility for Investment ” in the Prospectus;

• (J) confirming its opinions concerning tax matters contained in the Prospectus under the heading “ Certain Canadian Federal Income Tax Considerations ”;

• (K) the form and terms of the certificates representing the units of Chartwell have been duly approved and adopted by the Trustees and comply with all legal requirements, including, without limitation, the Declaration of Trust, and the bylaws, rules and regulations of the Stock Exchange;

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• (L) that all necessary documents have been filed, all proceedings have been taken and all other legal requirements have been fulfilled by Chartwell under Canadian Securities Laws to qualify the Securities for distribution and sale to the public in the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable laws, however, Chartwell’s Counsel and the Underwriters’ Counsel need not express any opinion as to whether the Prospectus constitutes full, true and plain disclosure of all material facts relating to the Securities;

• (M) all the laws of the Province of Québec relating to the use of the French language (other than those relating to verbal communications) will have been complied with in connection with the offer and sale of the Securities to purchasers in the Province of Québec, if such purchasers receive copies of the Prospectus in the French language only, or in both the English and French languages, together with, in each case, a form of order and confirmation in the French language only or in the bilingual form;

• (N) the appointment of Computershare Trust Company of Canada as the registrar and transfer agent of the trust units of Chartwell; and

• (O) that the Stock Exchange has conditionally approved the listing of the Securities subject only to the filing of documents in accordance with the requirements of the Stock Exchange (relying solely on a letter of the Stock Exchange).

• (ii) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date from the Underwriters’ Counsel with respect to the matters in clauses 9(a)(i)(I), (J) and (L) (as to Ontario). In providing such opinion the Underwriters’ Counsel shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and Ontario and as to matters of fact, on certificates of Chartwell’s registrar and transfer agent, public and stock exchange officials and officers of Chartwell.

• (iii) In the event of any sales of Securities within the United States in accordance with paragraph 3, the Underwriters shall have received at the Closing Time, an opinion of U.S. Counsel, dated the Closing Date, in form and substance satisfactory to the Underwriters, that no registration under the 1933 Act is required for the offer, sale or delivery of the Securities on the Closing Date under this Agreement, or in connection with the initial resale of the Securities, by the Underwriters acting as principals through their U.S. broker dealer affiliates. In providing the opinion above, such counsel shall be entitled to assume (A) that the representations and warranties of Chartwell and the Underwriters set forth in this Agreement are true and correct, and (B) compliance by Chartwell and the Underwriters with their respective obligations under this Agreement.

(b) Delivery of Comfort Letter

The Underwriters shall have received at the Closing Time a letter dated the Closing Date from the Auditors addressed to the Underwriters and the board of Trustees, in form and substance satisfactory to the Underwriters, acting reasonably, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to clause 4(a)(vi) with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days of the Closing Date which changes shall be acceptable to the Underwriters, acting reasonably.

(c) Delivery of Certificates

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• (i) The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and signed by two of the Chief Executive Officer, the Chief Financial Officer, the Chief Investment Officer, Chief Legal Officer and Secretary of Chartwell with respect to the constating documents of Chartwell, all resolutions of the Trustees relating to this Agreement and the Prospectus and the incumbency and specimen signatures of signing officers.

• (ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and signed on behalf of Chartwell by two of the Chief Executive Officer, the Chief Financial Officer, and the Chief Investment Officer, the Chief Legal Officer and Secretary of Chartwell, certifying for and on behalf of Chartwell and not in their personal capacity, to the best of the knowledge, information and belief of such persons after having made due enquiry and after having carefully examined the Prospectus and the U.S. Private Placement Memorandum, including all Documents Incorporated by Reference, that:

• (A) since the respective dates as of which information is given in the Prospectus, as amended by any Prospectus Amendments, and the U.S. Private Placement Memorandum, (1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Chartwell and its subsidiaries on a consolidated basis and (2) no transaction has been entered into by any of Chartwell or any of its subsidiaries which is material to Chartwell and its subsidiaries on a consolidated basis, other than as disclosed in the Prospectus and the U.S. Private Placement Memorandum;

• (B) subsequent to the respective dates as at which information is given in the Prospectus, as amended by any Prospectus Amendments, and the U.S. Private Placement Memorandum, no transaction out of the ordinary course of business and material to Chartwell has been entered into by Chartwell or its subsidiaries, or has been approved by the management of any of them, which has resulted or is likely to result in a material adverse change in Chartwell and its subsidiaries on a consolidated basis, other than as disclosed in the Prospectus and the U.S. Private Placement Memorandum;

• (C) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the units or any other securities of Chartwell has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending, contemplated or threatened under any of the Canadian Securities Laws or by any other regulatory authority;

• (D) Chartwell has complied with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time;

• (E) the representations and warranties of Chartwell contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and

• (F) all information and statements (except information and statements furnished by the Underwriters for use therein) contained in the Prospectus, including the Documents Incorporated by Reference (to the extent that such information and statements are not modified or superseded by statements in the Prospectus and any Document Incorporated by Reference), and the U.S. Private Placement Memorandum, are as at the Closing Time true and correct in all material respects,

• 25 -

contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Securities, and no material fact has been omitted therefrom which is required to be stated or which is necessary to make any statements or information contained therein not misleading in the light of the circumstances in which they were made.

• (iii) The Underwriters shall have received at the Closing Time a certificate from the Transfer Agent dated the Closing Date and signed by an authorized officer of such Transfer Agent, confirming the issued capital of Chartwell.

• (iv) Chartwell shall promptly deliver to an Underwriter for transmission to a purchaser of Securities, only upon the written request of the Underwriter, a single executed certificate substantially in the form of Exhibit II.

• (d) The several obligations of the Underwriters to purchase the Additional Units hereunder are subject to the delivery to the Lead Underwriters at the Over-Allotment Closing Time of a certificate dated the Over-Allotment Closing Date substantially similar to the certificate referred to in clause 9(c)(ii) and such other documents as they may reasonably request with respect to the due authorization and issuance of the Additional Units.

10. Termination Rights

(a) Proceedings to Restrict Distribution

If any enquiry, action, suit, investigation or other proceeding whether formal or informal is instituted, threatened or announced or any order is made by any federal, provincial or other Governmental Authority in relation to Chartwell, which, in the reasonable opinion of the Underwriters or any of them, operates to prevent or restrict the distribution or trading of the Securities, then such Underwriter shall be entitled, at its option and in accordance with paragraph 10(f), to terminate its obligations under this Agreement by notice to that effect given to Chartwell at any time prior to the Closing Time.

(b) Material Change

If, prior to the Closing Time, there should occur any material change, any new material fact or a change in any material fact such as is contemplated in paragraph 5(a) which results or, in the opinion of the Underwriters or any one of them, is reasonably expected to have a significant adverse effect on the market price or value of the Securities or Chartwell, any such Underwriter shall be entitled, at its option, in accordance with paragraph 10(f), to terminate its obligations under this Agreement by written notice to that effect given to Chartwell at any time prior to the Closing Time.

(c) Disaster Out

If, prior to the Closing Time, (i) there should develop, occur or come into effect or existence any event, action, state, condition, major financial occurrence of national or international consequence (including any material escalation in the severity of the COVID-19 pandemic from the date hereof) or any law or regulation, including any change to a current law or regulation, which, in the opinion of any of the Underwriters, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the Canadian financial markets or the business, operations or affairs of Chartwell and its subsidiaries taken as a whole, (ii) trading in any securities of Chartwell has been suspended or materially limited by the Stock Exchange or trading generally on the Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by the Stock Exchange or by order of the OSC, any Canadian Securities Regulator or any other Governmental Authority, or (iii) a banking moratorium has been declared by Canadian authorities, then such Underwriter shall be entitled at its option, in

• 26 -

accordance with paragraph 10(f), to terminate its obligations under this Agreement by written notice to that effect given to Chartwell at any time prior to the Closing Time.

(d)

Changes in Tax Laws

If prior to the Closing Time there are announced any changes or proposed changes in the taxation legislation of Canada or of any provinces of Canada applicable to business or income trusts, including real estate investment trusts, partnerships, or any changes or proposed changes in the administration or application of such legislation by any relevant taxing authority which results or, in the opinion of any of the Underwriters, based on advice of counsel, would reasonably be expected to have a significant adverse effect on the market price or value of Chartwell or the Securities, such Underwriter shall be entitled, at its option, in accordance with paragraph 10(f), to terminate its obligations under this Agreement by written notice to that effect given to Chartwell prior to the Closing Time.

(e)

Non-Compliance with Conditions

Chartwell agrees that all material terms and conditions of this Agreement (including the conditions in paragraph 9), shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause all such terms and conditions to be complied with, and that any breach or failure by Chartwell to comply with any such conditions shall entitle any of the Underwriters to terminate its obligations to purchase the Securities by notice to that effect given to Chartwell at or prior to the Closing Time, unless otherwise expressly provided in this Agreement. Each Underwriter may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or noncompliance, provided that any such waiver or extension shall be binding upon an Underwriter only if such waiver or extension is in writing and signed by the Underwriter.

(f)

Exercise of Termination Rights

The rights of termination contained in paragraphs 10(a), (b), (c), (d) and (e) may be exercised by any of the Underwriters as set out therein and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or noncompliance by Chartwell in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Underwriter to Chartwell or on the part of Chartwell to the Underwriter except in respect of any liability that may have arisen or may arise after such termination under paragraphs 11, 12 or 14. A notice of termination given by an Underwriter under paragraphs 10(a), (b), (c), (d) and (e) shall not be binding upon any other Underwriter.

11. Rights of Indemnity

(a) Indemnity

Chartwell agrees to indemnify and save harmless each of the Underwriters and each of their affiliates, including the U.S. affiliates, directors, officers, employees, partners, agents, each other person that controls such Underwriter or any of such person’s affiliates and each shareholder of such Underwriter from and against all liabilities, claims (including shareholder actions, derivative or otherwise), losses, actions, costs, damages and expenses (including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and any legal fees or other expenses reasonably incurred by such Underwriters, as the case may be, in connection with defending or investigating any of the above but excluding any loss of profits relating to the distribution of the Securities) in any way caused by, or arising directly or indirectly from, or in consequence of:

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• (i) any information or statement (except any statement relating solely to and provided by the Underwriters) contained in the Prospectus, including all Documents Incorporated by Reference, or in any certificate of Chartwell delivered under this Agreement or pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;

• (ii) any omission or alleged omission to state in the Prospectus, including all Documents Incorporated by Reference, or any certificate of Chartwell delivered under this Agreement or pursuant to this Agreement any fact (except facts relating solely to and provided by the Underwriters), required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;

• (iii) any untrue statement or alleged untrue statement of a material fact (except facts relating solely to and furnished by the Underwriters), contained in the U.S. Private Placement Memorandum (including the Prospectus) or any omission or alleged omission of a material fact from the U.S. Private Placement Memorandum (including the Prospectus) necessary in order to make the statements made in the U.S. Private Placement Memorandum (including the Prospectus), in the light of the circumstances in which they were made, not misleading;

• (iv) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except a statement or omission or alleged statement or omission relating solely to and provided by the Underwriters) in the Prospectus, including all Documents Incorporated by Reference, the U.S. Private Placement Memorandum or based upon any failure to comply with the Canadian Securities Laws or U.S. Securities Laws (other than any failure or alleged failure to comply by the Underwriters), preventing or restricting the trading in or the sale or distribution of the Securities in any of the Qualifying Jurisdictions or the United States;

• (v) the non-compliance or alleged non-compliance by Chartwell with any of the Canadian Securities Laws or U.S. Securities Laws including Chartwell’s non-compliance with any statutory requirement to make any document available for inspection; or

• (vi) any breach by Chartwell of its representations, warranties, covenants or obligations to be complied with under this Agreement.

(b) Notification of Claims

If any matter or thing contemplated by paragraph 11(a)(any such matter or thing being referred to as a “ Claim ”) is asserted against any person or company in respect of which indemnification is or might reasonably be considered to be provided, such person or company (the “ Indemnified Party ”) will notify Chartwell as soon as possible of the nature of such Claim (but the omission so to notify Chartwell of any potential Claim shall not relieve Chartwell from any liability that it may have to any Indemnified Party, and any omission so to notify Chartwell of any actual Claim shall affect Chartwell’s liability only to the extent that it is materially prejudiced by that failure). Chartwell shall be entitled to participate in and, to the extent that it shall wish, to assume the defence of any suit brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such Claim or admission of liability may be made by Chartwell or the Indemnified Party, as the case may be, without the prior written consent of the other parties, acting reasonably, and Chartwell shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement; provided further that Chartwell may settle such Claim without the consent of the Indemnified Party if such settlement: (i) includes an unconditional release of the Indemnified Party from all liability

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arising out of such claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party.

(c)

Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this paragraph in trust for and on behalf of such Indemnified Party.

(d)

Retaining Counsel

In any such Claim, the Indemnified Party shall have the right to retain other counsel to act on his or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) Chartwell and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and Chartwell and the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; or (iii) Chartwell shall not have retained counsel within 10 Business Days following receipt by Chartwell of notice of any such Claim from the Indemnified Party. Notwithstanding the foregoing, Chartwell, in connection with any Claim, shall not be responsible for the fees and disbursements or more than one law firm in each relevant jurisdiction for all of the Indemnified Parties.

(e) Limitation

If and to the extent that a court of competent jurisdiction in a final judgment that has become nonappealable determines that a Claim has resulted from the gross negligence or willful misconduct of the Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse Chartwell any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 11 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, Chartwell and the Underwriters agree that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectus, any Prospectus Amendment or the U.S. Private Placement Memorandum contained no misrepresentation shall not, in and of itself, constitute gross negligence or willful misconduct for purposes of this Section 11 or otherwise disentitle the Underwriters from indemnification hereunder. The rights to indemnification provided in this paragraph 11 shall be in addition to and not in derogation of any other right to indemnification which the Underwriters may have by statute or otherwise at law.

12. Contribution

(a) Rights of Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in paragraph 11 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Underwriters or enforceable otherwise than in accordance with its terms, Chartwell and the Underwriters shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits relating to the distribution of the Securities) of a nature contemplated by paragraph 11 in such proportions so that the Underwriters are responsible for the portion represented by the percentage that the aggregate fee payable by Chartwell to the Underwriters bears to the aggregate offering price of the Securities and Chartwell is responsible for the balance, whether or not they have been sued together or sued separately, provided however that: (i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate fee or any portion of such fee actually received; and (ii) no party who has been determined by a court of competent jurisdiction to have

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engaged in any fraud, fraudulent misrepresentation or gross negligence shall be entitled to claim contribution from any person who has not engaged in such fraud, fraudulent misrepresentation or gross negligence.

(b) Right of Contribution in Addition to Other Rights

The rights to contribution provided in this paragraph 12 shall be in addition to and not in derogation of any other right to contribution which the Underwriters or Chartwell may have by statute or otherwise at law.

(c) Calculation of Contribution

In the event that Chartwell may be held to be entitled to contribution from the Underwriters under the provisions of any statute or at law, Chartwell shall be limited to contribution in an amount not exceeding the lesser of:

• (i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined in paragraph 12(a), and

• (ii) the amount of the aggregate fee actually received by the Underwriters from Chartwell under this Agreement;

and an Underwriter shall in no event be liable to contribute any amount in excess of such Underwriter’s portion of the Underwriting Fee actually received from Chartwell under this Agreement.

(d)

Notice

If the Underwriters have reason to believe that a claim for contribution may arise, they shall give Chartwell notice of such claim in writing, as soon as reasonably possible, but failure to notify Chartwell shall not relieve Chartwell of any obligation which it may have to the Underwriters under this paragraph except to the extent by which Chartwell is prejudiced by such failure.

(e) Right of Contribution in Favour of Others

With respect to this paragraph 12, Chartwell acknowledges and agrees that the Underwriters are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents.

13. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

14. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, except as specifically provided below, all expenses of or incidental to the creation, issue and delivery of the Securities and all expenses of or incidental to all other matters in connection with the transaction set out in this Agreement, and all taxes (excluding any taxes based on income, however denominated, of the Underwriters) applicable thereto, shall be borne by Chartwell directly including, without limitation, fees and expenses payable in connection with the qualification of the Securities for distribution to the public, the fees relating to listing the Securities on any exchanges, the fees and expenses of Chartwell’s Counsel, all fees and expenses of local counsel, all fees and expenses of the Auditors and all costs incurred

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in connection with the preparation and printing of the Prospectus and certificates representing the Securities, including taxes (excluding any taxes based on income, however denominated, of the Underwriters) relating thereto.

The Underwriters shall be solely responsible for all their expenses and out-of-pocket costs relating to the Offering.

Notwithstanding the foregoing, if the purchase and sale of the Units or Additional Units is not completed in accordance with the terms of this Agreement, other than by reason of a breach by or default by any of the Underwriters, the Underwriters shall be reimbursed by Chartwell for all reasonable disbursements and expenses.

15. Rights to Purchase

(a) Obligation of Underwriters to Purchase

The obligation of the Underwriters to purchase the Securities at the Closing Time or at the OverAllotment Closing Time, as the case may be, shall be several and not joint and several and shall be limited to the percentage of the Securities specified opposite the name of each such Underwriter in the Schedule.

Subject to paragraph 15(b), if one or more of the Underwriters fails to purchase their percentage of the Securities, at the Closing Time or at the Over-Allotment Closing Time, as the case may be, then the other Underwriters shall have the right, but shall not be obligated, to purchase such Securities, on a pro rata basis (or on such other basis as the may agree). In the event that such right is not exercised, Chartwell shall be entitled to terminate its obligations under this Agreement and the Underwriters not in default shall be relieved of all obligations to Chartwell. Nothing in this paragraph shall oblige Chartwell to sell to the Underwriters less than all of the Securities, or relieve from liability to Chartwell any Underwriter which shall be so in default. In the event of a termination by Chartwell of its obligations under this Agreement as a result of this paragraph, there shall be no further liability on the part of Chartwell to the Underwriters except in respect of any liability which may have arisen or may arise under paragraphs 11, 12 and 14.

(b) Purchases by Other Underwriters

If the amount of the Securities which the remaining Underwriters wish to purchase exceeds the amount of the Securities which would otherwise have been purchased by an Underwriter which is in default, such Securities shall be divided pro rata among the Underwriters desiring to purchase such Securities, in proportion to the percentage of Securities which such Underwriters have agreed to purchase as set out in the Schedule.

(c)

Rights to Purchase of the Other Underwriters

If one or more but not all of the Underwriters shall exercise their right of termination under paragraph 10 then the others shall have the right, but shall not be obligated, to purchase all of the percentage of the Securities which would otherwise have been purchased by such Underwriters which have so exercised their right of termination. If the amount of such Securities which the remaining Underwriters wish, but are not obligated, to purchase exceeds the amount of such Securities which remain available for purchase, such Securities shall be divided pro rata among the Underwriters desiring to purchase such Securities in proportion to the percentage of Securities which such Underwriters have agreed to purchase as set forth in the Schedule.

(d)

Obligation to Purchase

If at the Closing Time or the Over-Allotment Closing Time, as applicable, any one or more of the Underwriters fails or refuses to purchase its or their applicable percentage of the Securities, and the aggregate number of such Securities is less than 5% of the total number of Securities, the nondefaulting Underwriters shall be obligated severally to purchase, pro rata in accordance with the

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applicable percentages set out in the Schedule or in such other proportions as the non-defaulting Underwriters may agree, the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase at such time provided that the non-defaulting Underwriters shall have the right to postpone the Closing Date or the Over-Allotment Closing Time, as applicable, for such period, not exceeding 10 Business Days, as they shall determine and notify Chartwell, in order that the required changes, if any in the Prospectus or in any other documents or arrangements may be affected.

(e) Right of Chartwell to Terminate

Nothing in this paragraph 15 shall oblige Chartwell to sell to the Underwriters less than all of the Units if any Units are purchased at the Closing Time or less than all of the Additional Units at the Over-Allotment Closing Time.

16.

Future Offerings and After-Market

• (a) Chartwell shall not, at any time prior to 90 days after the Closing Date, without the prior written consent of BMO and RBC, on behalf of the Underwriters, not to be unreasonably withheld, create, issue or sell or announce any intention to create, issue or sell any trust units of Chartwell or securities exchangeable or convertible into trust units except for: (i) the Units and the Additional Units, (ii) trust units offered through Chartwell’s existing distribution reinvestment plan, deferred trust unit plan, restricted unit plan, or executive unit purchase plan, or pursuant to the exchange of Class B limited partnership units of the Operator, (iii) trust units issued in connection with an acquisition or merger transaction to which Chartwell and/or one of its subsidiaries may be a party, and (iv) the issuance of Class B limited partnership units of the Operator in connection with the acquisition of seniors housing facilities.

• (b) Neither Chartwell nor any of its subsidiaries or other entity over which Chartwell exercises control or significant influence, nor any of its or their respective officers, trustees or directors, shall, directly or indirectly, until the completion of the distribution: (i) take any action designed to cause or to result in, or that constitutes or which might reasonably be expected to constitute, stabilization or manipulation of the price of any security of Chartwell to facilitate the sale or resale of the Securities (it being understood that the purchase of Units in the normal course pursuant to any normal course issuer bid shall not be considered to be such an action); (ii) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities other than fees payable pursuant to this Agreement; and (iii) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of Chartwell.

17. Survival of Representations and Warranties

The representations, warranties, obligations, covenants, indemnity and agreements of Chartwell contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Securities shall survive the purchase of the Securities and shall continue in full force and effect unaffected by any subsequent disposition of the Securities by the Underwriters or the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Prospectus or the distribution of the Securities.

18. Time of the Essence

Time shall be of the essence of this Agreement.

19. Governing Law

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This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in Ontario. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, with respect to any dispute related to this Agreement.

20. Funds

All funds referred to in this Agreement shall be in Canadian dollars.

21. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ notice ”) shall be in writing addressed as follows:

If to Chartwell, addressed and sent to:

Chartwell Retirement Residences 7070 Derrycrest Drive Mississauga, Ontario L5W 0G5 Attention: Jonathan Boulakia Facsimile:

or if to an Underwriter, to the addresses set out in the Schedule or to such other addresses as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by fax to the addressee and:

• (a) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and

• (b) a notice which is sent by fax shall be deemed to be given and received on the first Business Day following the day on which it is sent.

22. Authority of the Lead Underwriters

The Lead Underwriters are hereby authorized by each of the other Underwriters to act on its behalf and Chartwell shall be entitled to and shall act on any notice given in accordance with paragraph 21 or agreement entered into by or on behalf of the Underwriters by the Lead Underwriters which represents and warrants that it has irrevocable authority to bind the Underwriters, except in respect of any consent to a settlement pursuant to paragraph 11(b) which consent shall be given by the Indemnified Party, a notice of termination pursuant to paragraph 10, which notice may be given by any of the Underwriters, or any waiver pursuant to paragraph 10(e), which waiver must be signed by all of the Underwriters. The Lead Underwriters shall consult with the other Underwriters concerning any matter in respect of which it acts as representative of the Underwriters.

23. Counterparts

This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

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24. No Fiduciary Duty

Chartwell hereby acknowledges that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’slength commercial transaction between Chartwell, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other hand, (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of Chartwell, and (iii) Chartwell’s engagement of each of the Underwriters in connection with the offering of the Securities and the process leading up to the offering is as an independent contractor and not in any other capacity. Furthermore, Chartwell agrees that it is solely responsible for making its own judgments in connection with the offering of the Securities (irrespective of whether any of the Underwriters has advised or is currently advising Chartwell on related or other matters). Chartwell agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to Chartwell, in connection with such transaction or the process leading thereto.

25. Maple Disclosure

Each of CIBC and National Bank Financial Inc. or an affiliate thereof, may own or control an equity interest in TMX Group Limited (“TMX Group”) and may have a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

26. Schedule

The Schedule forms an integral part of this Agreement.

27. Entire Agreement and Amendment

This Agreement constitutes the entire agreement among the Underwriters and Chartwell relating to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including for greater certainty, the engagement letter between Chartwell and the Underwriters, dated August 16, 2021. This Agreement may be amended or modified in any respect by written instrument only. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns provided that no party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

28. Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

The remainder of this page is intentionally left blank.

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If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning them to the Lead Underwriters upon which this letter as so accepted shall constitute an Agreement among us.

Yours very truly,

BMO NESBITT BURNS INC.

By: Signed: “ Jonathan Li ” Name: Jonathan Li Title: Managing Director

RBC DOMINION SECURITIES INC.

By: Signed: “ Julian Schonfeldt ” Name: Julian Schonfeldt Title: Director

CIBC WORLD MARKETS INC.

By: Signed: “ Jeff Appleby ” Name: Jeff Appleby Title: Managing Director TD SECURITIES INC. By: Signed: “ Armen Farian ” Name: Armen Farian Title: Managing Director

SCOTIA CAPITAL INC.

By: Signed: “ Karim Kabbara ” Name: Karim Kabbara Title: Director

NATIONAL BANK FINANCIAL INC.

By: Signed: “ Andrew Wallace ” Name: Andrew Wallace Title: Managing Director

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CANACCORD GENUITY CORP.

By: Signed: “ Dan Sheremeto ” Name: Dan Sheremeto Title: Managing Director, Investment Banking

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The foregoing offer is accepted and agreed to as of the date first above written.

Yours very truly,

CHARTWELL RETIREMENT RESIDENCES by its authorized signing authority

By: Signed: “ Sheri Harris ” Name: Sheri Harris Title: Chief Financial Officer (I have authority to bind the trust) By: Signed: “ Jonathan Boulakia ” Name: Jonathan Boulakia Title: Chief Legal Officer, Chief Investment Officer and Secretary

(I have authority to bind the trust)

EXHIBIT I UNDERWRITER’S CERTIFICATE

In connection with the private placement in the United States of trust units (the “ Securities ”) of Chartwell Retirement Residences (“ Chartwell ”) pursuant to the Underwriting Agreement dated August 18, 2021, between Chartwell and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify for itself, the Underwriters and the respective U.S. affiliates of the Underwriters that sold Securities in the United States as follows:

• (i) all offers and sales of the Securities in the United States were effected by or through [ name of U.S. broker-dealer affiliate ] (the “ U.S. affiliate ”) in accordance with all U.S. brokerdealer requirements;

• (ii) the U.S. affiliate is a duly registered broker or dealer with the United States Securities and Exchange Commission (the “ SEC ”) and pursuant to Section 15(b) of the U.S. Securities Exchange Act of 1934, as amended, and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and is a member in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof;

• (iii) immediately prior to our making any offer or solicitation, we had reasonable grounds to believe and did believe that each offeree was a “qualified institutional buyer”, as defined in Rule 144A, (a “ Qualified Institutional Buyer ”) and, on the date hereof, we continue to believe that each person in the United States purchasing Securities from us is a Qualified Institutional Buyer;

• (iv) no form of “general solicitation” or “general advertising” (as those terms are used in Regulation D) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Securities in the United States;

• (v) prior to any sale of Securities to purchasers in the United States by us, such purchasers were provided with a copy of the U.S. Private Placement Memorandum and we obtained and delivered to Chartwell a duly completed and signed purchaser’s letter from each such purchaser, substantially in the form attached as Exhibit A to the U.S. Private Placement Memorandum; and

• (vi) the offering of the Securities in the United States has been conducted by us in accordance with the Underwriting Agreement.

Capitalized terms used in this certificate and not defined herein shall have the meanings given to them in the Underwriting Agreement.

DATED ______ , 2021.

UNDERWRITER

U.S. AFFILIATE

By: Name: [●] Title: [●]

By:

Name: [●] Title: [●]

EXHIBIT II FIRPTA CERTIFICATION

STATEMENT THAT PARTNERSHIP INTEREST IS NOT A U.S. REAL PROPERTY INTEREST FOR WITHHOLDING TAX PURPOSES

1. This Statement is issued by Chartwell Retirement Residences, an unincorporated open-ended trust established under the laws of the Province of Ontario, Canada (“Chartwell”).

2. Chartwell hereby certifies that as of the date hereof, (A) fifty percent or more of the value of the gross assets of Chartwell does not consist of U.S. real property interests (as defined in Section 897 of the Internal Revenue Code of 1986, as amended), or (B) that ninety percent or more of the value of the gross assets of Chartwell does not consist of U.S. real property interests plus cash or cash equivalents.

3. The undersigned verifies, under penalties of perjury, that this Statement is correct to the undersigned’s knowledge and belief.

Date: ________ August 18, 2021

Signed: "Sheri Harris"_________

Chartwell Retirement Residences

Name: Sheri Harris Title: Chief Financial Officer

Execution Copy

SCHEDULE

(to the Underwriting Agreement between Chartwell, and the Underwriters dated August 18, 2021)

1. Underwriters:

1. Underwriters:	1. Underwriters:
The Underwriters and their addresses are:		% of Securities being purchased
BMO Nesbitt Burns Inc. 1 First Canadian Place 100 King Street West 5th Floor, PO Box 150 Toronto, ON M5X 1H3 Attention: Jonathan Li Facsimile:		23.0%
RBC Dominion Securities Inc. P.O. Box 50 200 Bay Street Royal Bank Plaza, South Tower 17th Floor Toronto, ON M5J 2J5 Attention: Julian Schonfeldt Facsimile:		23.0%
CIBC World Markets Inc. Brookfield Place 161 Bay Street, 7th Floor Toronto, ON M5J 2S8 Attention: Jeff Appleby Facsimile:		22.0%
TD Securities Inc. 66 Wellington St. W, 9th Floor TD Bank Tower Toronto, ON M5K 1A2 Attention: Armen Farian Facsimile:		16.0%
Scotia Capital Inc. Scotia Plaza, 64th Floor 40 King Street West Toronto, ON M5H 3Y2 Attention: Karim Kabbara Facsimile:		12.0%
National Bank Financial Inc. 130 King Street West Exchange Tower, Suite 3200 Toronto, ON M5X 1J9 Attention: Andrew Wallace Facsimile:		3.0%

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The Underwriters and their addresses are:	The Underwriters and their addresses are:	% of Securities being purchased
Canaccord Genuity Corp. Brookfield Place 161 Bay Street, Suite 3100 Toronto, ON M5J 2S1 Attention: Dan Sheremeto Facsimile:		1.0%
TOTAL		100%

2. Issuer:

Chartwell Retirement Residences ( “Chartwell” )

3. Attributes of the Offering of Units:

Offering:	Trust Units to be issued from treasury (the “Offering”).
Issue Price:	C$13.00 per Unit
Base Amount:	C$175,110,000 (the “Base Amount”)
Over-Allotment Option:	Chartwell has granted the Underwriters the Over-Allotment Option to purchase up to 15% of the Base Amount, such option to be exercised in whole or in part at the sole discretion of the Underwriters, at any time up to 30 days following the Closing Date (as defined below).
Additional Securities Purchase Price:	$13.00 per Additional Unit (the “Additional Purchase Price”)
Use of Proceeds:	Chartwell intends to use the net proceeds from the Offering to initially repay approximately C$150 million of indebtedness under Chartwell’s term loans with a weighted average interest rate of approximately 2.61%, and the remainder to fund future acquisitions, developments and for general trust purposes. Pro forma the Offering and the intended use of proceeds, Chartwell’s ratio of consolidated indebtedness to aggregated adjusted assets as at June 30, 2021 is expected to be reduced by ~340 bps to approximately 49.4%.
Eligibility:	The Units are qualified investments for Canadian RRSPs, RRIFs, DPSPs, TFSAs and RESPs.
Listing:	The Closing of the Offering will be conditional upon the listing of the Securities on the Stock Exchange. The outstanding Units of Chartwell are listed on the Stock Exchange under the symbol “CSH.UN”.
Offering Basis:	The Units will be offered and qualified for distribution in all the Provinces of Canada, in the United States the Units will be offered and sold on a private placement basis to qualified institutional buyers pursuant to Rule 144A and internationally, as permitted.

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4. Authorized and Issued Capital of Chartwell:

Authorized

Issued

An unlimited number of Units An unlimited number of Special Voting Units

216,543,680 Units (as of August 18, 2021) 1,530,360 Special Voting Units (as of August 18, 2021)

5. Auditors

KPMG LLP.

6. Closing

The Closing shall take place at 8:15 a.m. (Toronto time) (the “ Closing Time ”) on or before August 25, 2021 (the “ Closing Date ”). The Closing shall take place electronically, or at such other place in Toronto as the Underwriters and Chartwell may agree upon.

7. Over-Allotment Closing Time

If the Underwriters exercise the Over-Allotment Option, the closing shall take place at 8:15 a.m. (Toronto time) (the “ Over-Allotment Closing Time ”) on the date selected by the Underwriters but in any event no earlier than 2 Business Days after receipt of notice by Chartwell from the Underwriters. The Over-Allotment Closing Time shall take place electronically, or at such other place in Toronto as the Underwriters and Chartwell may agree upon.

8. Counsel

Chartwell’s Counsel: Osler, Hoskin & Harcourt LLP Québec Counsel: Osler, Hoskin & Harcourt LLP U.S. Counsel: Osler, Hoskin & Harcourt LLP Underwriters’ Counsel: Borden Ladner Gervais LLP Underwriters’ U.S. Counsel: Troutman Pepper LLP

9. Documents Incorporated by Reference:

Documents Incorporated by Reference means collectively Chartwell’s:

• (a) the annual information form of Chartwell dated March 4, 2021 for the year ended December 31, 2020;

• (b) the audited consolidated financial statements of Chartwell as at and for the years ended December 31, 2020 and 2019, together with the notes thereto and the auditors’ report thereon;

• (c) the management’s discussion and analysis of the results of operations and financial condition of Chartwell for the year ended December 31, 2020;

• (d) the unaudited condensed consolidated interim financial statements of Chartwell as at and for the three and six months ended June 30, 2021 and 2020, together with the notes thereto;

• (e) the management’s discussion and analysis of the results of operations and financial condition of Chartwell for the three and six months ended June 30, 2021;

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• (f) the management information circular of Chartwell dated March 31, 2021 prepared in connection with the annual meeting of unitholders held on May 20, 2021;

• (g) the certificate of Chartwell dated March 4, 2021 regarding compliance with its undertaking to treat Chartwell Master Care LP as a subsidiary of Chartwell for the purposes of compliance with its reporting issuer obligations;

• (h) the material change report of the Trust in respect of the Offering, dated August 17, 2021; and

• (i) template version of the term sheet for the offering of the Securities dated August 16, 2021.

10. Principal Regulator

Ontario Securities Commission.

11. Qualifying Jurisdictions

All of the provinces of Canada.

12. Transfer Agent

The “Transfer Agent” means Computershare Trust Company of Canada with its principal office in the city of Toronto.

13. Underwriting Fee

The Underwriting Fee for the Offering is 4.00% of the gross proceeds of the Offering, including any exercise of the Over-Allotment Option (the “ Underwriting Fee ”). The Underwriting Fee shall include a work-fee equal to 5.00% of the Underwriting Fee, which shall be payable only to BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. in equal proportion. For the avoidance of doubt, the work fee shall not result in incremental fees to be owed by Chartwell.