Criterium Energy Ltd. - Capital/Financing Update 2021

EXECUTION VERSION

UNDERWRITING AGREEMENT

June 4, 2021

Granite Real Estate Investment Trust - and - Granite REIT Inc. 77 King Street West, Suite 4010 P.O. Box 159 Toronto, ON M5K 1H1

Attention: Mr. Kevan Gorrie, President and Chief Executive Officer Ms. Teresa Neto, Chief Financial Officer

Dear Sirs/Mesdames:

We understand that Granite Real Estate Investment Trust (the “ REIT ”) and Granite REIT Inc. (“ Granite GP ”) desire to issue and sell an aggregate of 3,460,000 trust units of the REIT (“ REIT Units ”) and 3,460,000 common shares in the capital of Granite GP (“ GP Shares ”), which shall be issued and traded as stapled units (the “ Stapled Units ”) with each Stapled Unit consisting of one REIT Unit and one GP Share, as more particularly described below, and:

(a) are prepared to create, authorize and issue 3,460,000 Stapled Units (the “ Initial Units ”) and, if applicable, the Over-Allotment Units (as defined below) (collectively, the “ Offered Units ”);
(b) have prepared and filed with the Ontario Securities Commission (the “ Principal Regulator ”) and the other Securities Commissions (as defined below) in accordance with NI 44-101 – Short Form Prospectus Distributions (“ NI 44-101 ”) and National Instrument 44-102 – Shelf Distributions (the “ Shelf Procedures ”) an amended and restated short form base shelf prospectus (in both the English and French language) dated November 26, 2020 (amending and restating the short form base shelf prospectus dated September 12, 2019) (the “ Shelf Prospectus ”), relating to the offering of up to $1,500,000,000 aggregate offering price of Stapled Units, Stapled Convertible Debentures (as defined below), Stapled Subscription Receipts (as defined below), Stapled Warrants (as defined below) and Units (as defined below) of the REIT omitting the Shelf Information (as defined below) and other related documents relating to the proposed distribution of the Offered Units;
(c) have obtained from the Principal Regulator a receipt for the Shelf Prospectus representing the deemed receipt of each of the Securities Commissions other than the Principal Regulator and evidencing the receipt of the Principal Regulator pursuant to Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Review in Multiple Jurisdictions (collectively, the “ Passport System ”); and
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(d) are prepared to file, without delay, the Prospectus Supplement (as defined below) on or before June 4, 2021 (the Shelf Prospectus, as supplemented by the Prospectus Supplement, together in each case with all documents incorporated by reference therein, is referred to herein as the “ Prospectus ”) and all necessary related documents in order to qualify the Offered Units for distribution in each of the provinces and territories of Canada (the “ Qualifying Jurisdictions ”).

The information included in the Prospectus Supplement that is permitted under the Shelf Procedures to be omitted from the Shelf Prospectus for which receipts or other evidence of acceptance have been obtained but that is deemed under the Shelf Procedures to be incorporated by reference into the Shelf Prospectus as of the date of and by virtue of the Prospectus Supplement is referred to herein as the “ Shelf Information ”.

The undersigned, BMO Nesbitt Burns Inc. (“ BMONB ”) and TD Securities Inc. (together with BMONB, the “ Lead Underwriters ”) together with Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., Raymond James Ltd., Canaccord Genuity Corp., Desjardins Securities Inc., Goldman Sachs Canada Inc. and iA Private Wealth Inc. (together with the Lead Underwriters, the “ Underwriters ”), severally and not jointly offer to purchase from the REIT and Granite GP, in accordance with the respective percentages set out in Section 12.1 and upon and subject to the terms and conditions contained herein, and by its acceptance hereof, the REIT and Granite GP severally agree to issue and sell to the Underwriters the Initial Units at the Closing Time (as defined below), on a “bought deal” basis at a price of $79.50 per Initial Unit (the “ Issue Price ”) to raise gross proceeds of $275,070,000.

The REIT and Granite GP hereby grant to the Underwriters, for the purpose of covering any overallotments made by the Underwriters in connection with the Offering and for market stabilization purposes, an irrevocable option (the “ Over-Allotment Option ”) to purchase, up to an additional 15% of the Initial Units at a price equal to the Issue Price on the same terms and conditions set out herein (the “ Over-Allotment Units ”), exercisable any time and from time to time, in whole or in part, up to 30 days after the Closing Date (as defined below) (the “ Over-Allotment Expiry Date ”) in accordance with the provisions of Section 6. Each Underwriter may purchase their respective percentages, as set out in Section 12.1 hereof, of Over-Allotment Units in respect of which the Over-Allotment Option is exercised.

In consideration of the Underwriters’ agreement to purchase all of the Initial Units, and if applicable, the Over-Allotment Units, and in consideration of the services to be rendered by the Underwriters in connection therewith, including assisting in preparing documentation relating to the Offered Units, including the Prospectus Supplement, distributing the Offered Units to the public directly and through other investment dealers and brokers, and performing administrative work in connection with the distribution of the Offered Units, the REIT and Granite GP agree to pay to the Lead Underwriters, on behalf of the Underwriters, at the Closing Time, an underwriting commission equal to $3.18 per Initial Unit, and, if applicable, at the Over-Allotment Closing Time (as defined herein), $3.18 per Over-Allotment Unit, reflecting a commission of 4.0%, payable in accordance with Section 5.2 hereof (the “ Underwriting Commission ”). The Underwriting Commission shall be exclusive of any applicable sales or transfer Taxes (as defined herein).

The REIT, Granite GP and the Underwriters agree that the Offered Units will not be offered or sold in the United States except to “qualified institutional buyers” (“ Qualified Institutional Buyers ”) as such term defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof (“ Section 4(a)(2) ”). All offers and sales of Offered Units to persons within the United States shall be made in accordance with Schedule "B" attached hereto.

The REIT and Granite GP agree that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the REIT and Granite GP, acting reasonably, as their agents to assist in the Offering in the Selling Jurisdictions (as defined below) and that the Underwriters may determine the remuneration payable to such other dealers appointed by them.

The Offering is conditional upon and subject to the additional terms and conditions set forth below.

1. DEFINITIONS AND INTERPRETATION

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms shall have the following meanings, respectively:

“ affiliate ” has the meaning given thereto in Ontario Securities Commission Rule 45-501 ;

“ Agreement ” means this agreement and includes the schedules hereto, as modified, amended or supplemented from time to time;

“ AIF ” means the annual information form of the REIT dated March 3, 2021;

“ Amendment ” means, as applicable, any amendment to the Shelf Prospectus or the Prospectus Supplement;

“ Anti-Money Laundering Laws” has the meaning given thereto in Section 3.1.1(kk) of this Agreement;

“ Applicable Securities Laws ” means, collectively, the applicable securities laws of each of the Qualifying Jurisdictions, their respective regulations, rulings, rules, orders and prescribed forms thereunder, the applicable published policy statements issued by the Securities Commissions thereunder and the securities legislation of, and published policies issued by, each other relevant jurisdiction;

“ Auditors ” means Deloitte LLP, the auditors of the REIT and Granite GP;

“ BMONB ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Business ” means, as the context requires, the assets held and the businesses carried on, directly or indirectly, by Granite, including all entities and properties in which Granite has a direct or

indirect economic interest, including all Material Agreements and related agreements and liabilities;

“ Business Day ” means every day except a Saturday, Sunday or a day which is a statutory holiday under the laws of Canada or the Province of Ontario;

“ Claims ” has the meaning given thereto in Section 8.1 of this Agreement;

“ Closing ” means the completion of the issue and sale by the REIT and Granite GP, and the purchase by the Underwriters of the Offered Units pursuant to this Agreement;

“ Closing Date ” means June 9, 2021, or such earlier or later date as the REIT, Granite GP and the Lead Underwriters, on behalf of the Underwriters, may agree, but in any event no later than June 24, 2021;

“ Closing Time ” means 8:30 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as the REIT, Granite GP and the Lead Underwriters, on behalf of the Underwriters, may agree;

“ Continuing Underwriters ” has the meaning given thereto in Section 12.2 of this Agreement;

“ COVID-19 Outbreak ” has the meaning given thereto in Section 3.1.1(mm) of this Agreement;

“ Declaration of Trust ” means the amended and restated declaration of trust of the REIT, dated as of December 20, 2017; governed by the laws of the Province of Ontario, pursuant to which the REIT was created and is governed, as the same may be further amended, supplemented or amended and restated from time to time;

“ Defaulted Units ” has the meaning given thereto in Section 12.2 of this Agreement;

“ Disclosure Documents ” means all publicly available press releases, material change reports, financial statements and other documents that have been disclosed by the REIT and Granite GP to the public and filed with Canadian provincial and territorial securities regulatory authorities and filed and posted on SEDAR;

“ Engagement Letter ” means the engagement letter dated June 2, 2021, between the REIT, Granite GP and the Lead Underwriters;

“ Environmental Laws ” means any federal, provincial, territorial, state, municipal or local law, statute, bylaw, ordinance, regulation, rule, order, code, decree, permit, agreement, judicial or administrative decision, injunction or legally binding requirement of any Governmental Body which relates to the environment, health, safety or any hazardous chemical, material or Hazardous Substances, exposure to which is prohibited, limited or regulated by any Governmental Body or otherwise imposes liability or standards of conduct concerning discharges, spills, Release or threatened Release of noises, odours or any Hazardous Substances into, or the presence of noises, odours or any Hazardous Substances in, ambient air, ground or surface water or land, municipal or other works (including sewers and storm drains) or otherwise relating to the manufacture,

processing, generation, distribution, use, treatment, storage, discharge, release, disposal, clean-up, transport or handling of Hazardous Substances or to the protection of the environment, as now or at any time hereafter in effect;

“ Environmental Permits ” means any permits, licenses, registrations or other approvals required or issued pursuant to Environmental Laws;

“ Exchanges ” means the Toronto Stock Exchange and the New York Stock Exchange;

“ Financial Statements of the REIT and Granite GP ” means the audited combined financial statements of the REIT and Granite GP for the years ended December 31, 2020 and December 31, 2019 prepared in accordance with GAAP;

“ GAAP ” means Canadian generally accepted accounting principles determined with reference to The Handbook of The Canadian Institute of Chartered Accountants (which, for greater certainty, is International Financial Reporting Standards);

“ Governmental Body ” means any (a) multinational, federal, provincial, territorial, state, municipal, local or other government or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, its members or any of the above; or (d) any arbitrator exercising jurisdiction over the affairs of the applicable Person, asset, obligation or other matter;

“ GP Shares ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Granite ” means the REIT, Granite GP and their subsidiaries;

“ Granite Co .” means Granite Real Estate Inc.;

“ Granite Entity ” means any one of the REIT, Granite GP, Granite LP or any of the corporations and partnerships directly or indirectly controlled by Granite LP;

“ Granite GP ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Granite LP ” means Granite REIT Holdings Limited Partnership;

“ Hazardous Substance ” means any solid, liquid, gas, odour, heat, sound, vibration, radiation, or any combination of the foregoing (a) that may in any amount or concentration impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual, or (b) that is defined or regulated by any Environmental Law as dangerous, toxic, hazardous or as a contaminant, pollutant or waste;

“ including ” means including without limitation;

“ Indemnified Party ” has the meaning given thereto in Section 8.1 of this Agreement;

“ Initial Unit ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Issue Price ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Knowledge ”, with respect to Granite, means, to the best of the knowledge, information and belief, after due inquiry, of the following persons: Kevan Gorrie and Teresa Neto;

“ Laws ” means any and all applicable, federal, provincial, territorial and municipal or local laws in Canada, including all statutes, ordinances, decrees, regulations, by-laws, orders in council, Environmental Permits, Governmental Body judgments, orders, decisions, directives, guidelines, rulings, awards and general principles of common and civil law and equity;

“ Lead Underwriters ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Marketing Materials ” means, collectively, the template versions of any marketing materials (as defined in NI 41-101) used in respect of the Offering;

“ Material Adverse Effect ” means any change, fact, or state of being which could reasonably be expected to have a material and adverse effect (actual or anticipated, whether financial or otherwise) on the Business, affairs, operations, properties, permits, assets, licenses, liabilities (contingent or otherwise), capital, results of operations or condition (financial or otherwise) of the REIT, Granite GP and Granite LP on a consolidated basis or result in the Shelf Prospectus, the Prospectus Supplement or any Amendment containing a misrepresentation;

“ Material Agreements ” collectively, the agreements referred to in the AIF under the heading “Material Contracts”;

“ material change ” means a material change for the purposes of the Applicable Securities Laws;

“ material fact ” means a material fact for the purposes of the Applicable Securities Laws;

“ misrepresentation ” means a misrepresentation for the purposes of the Applicable Securities Laws;

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements ;

“ NI 44-101 ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Offered Units ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Offering ” means the offering of Offered Units pursuant to the Prospectus;

“ Over-Allotment Closing Date ” has the meaning given thereto in Section 6.1 of this Agreement;

“ Over-Allotment Closing Time ” means 8:30 a.m. (Toronto time) on the Over-Allotment Closing Date, or such other time on the Over-Allotment Closing Date as the REIT, Granite GP and the Lead Underwriters, on behalf of the Underwriters, may agree;

“ Over-Allotment Expiry Date ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Over-Allotment Option ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Over-Allotment Units ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Passport System ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Person ” includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and any Governmental Body;

“ Principal Regulator ” has the meaning given thereto in the opening paragraphs of the Agreement;

“ Prospectus ” has the meaning given thereto in the opening paragraphs of the Agreement;

“ Prospectus Supplement ” means the prospectus supplement of the REIT (in both the English and French language) dated the date hereof, including any documents incorporated by reference therein, prepared by the REIT and Granite GP in accordance with Applicable Securities Laws and which will qualify the distribution of the Offered Units in each of the Qualifying Jurisdictions and, for greater certainty, shall include any Supplementary Material relating thereto and all documents incorporated therein by reference (including, without limitation, any Marketing Materials);

“ Qualifying Jurisdictions ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Qualified Institutional Buyer ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Reimbursement ” has the meaning given thereto in Section 9.1 of this Agreement;

“ REIT ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ REIT Units ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Release ” means any discharge, including any emission, release, deposit, issuance, spray, escape, spill or leak;

“ Section 4(a)(2) ” has the meaning given thereto in the opening paragraphs of this Agreement;

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

“ Selling Group ” means, collectively, those registered dealers appointed by the Underwriters to assist in the Offering;

“ Selling Jurisdictions ” means, collectively, the Qualifying Jurisdictions and such other jurisdictions as the Underwriters, the REIT and Granite GP may agree, including the United States;

“ Shelf Information ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Shelf Procedures ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Shelf Prospectus ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Standard Listing Conditions ” means the conditions imposed by the Exchanges in the letter of the Exchanges granting conditional listing approval for the Offered Units;

“ Stapled Convertible Debentures ” has the meaning given thereto in the Shelf Prospectus;

“ Stapled Subscription Receipts ” has the meaning given thereto in the Shelf Prospectus;

“ Stapled Units ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Stapled Warrants ” has the meaning given thereto in the Shelf Prospectus;

“ subsidiary ” has the meaning given thereto in the Securities Act (Ontario);

“ Substituted Purchasers ” has the meaning given thereto in Section 2.2 of this Agreement;

“ Supplementary Material ” means, collectively, all supplemental or additional or ancillary material, information, evidence, returns, reports, applications, statements or documents related to the Shelf Prospectus, the Prospectus Supplement or any Amendments thereto;

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

“ Tax Code ” means the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated under the Code, and administrative rulings and judicial decisions, in each case as of the date hereof;

“ Taxes ” means: (a) all taxes, levies, duties, assessments, reassessments and other charges of any nature whatsoever, whether direct or indirect, imposed by any authority, domestic or foreign, including, without limitation, income tax, profits tax, gross receipts tax, corporations tax, sales and use tax, harmonized sales tax, wage tax, payroll tax, worker's compensation levy, deductions at source, capital tax, occupation tax, stamp duty, real and personal property tax, transfer tax, customs or excise duty, excise tax, turnover or value added tax, goods and services tax, ad valorem tax, license, lease, severance, franchise tax, customs duties, employment tax, school tax, property tax, withholding tax, social security and employment insurance charges or retirement contributions, Canada Pension Plan and provincial pension plan contributions, and any interest, fines, additions to tax and penalties thereon; and (b) any liability for the payment of any amounts of the type

described in clause (a) above as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts;

“ TMX Group ” has the meaning given thereto in Section 15.1 of this Agreement;

“ Transaction Documents ” has the meaning given thereto in Section 3.1.1(r) of this Agreement;

“ Transfer Agent ” means Computershare Trust Company of Canada;

“ Trustees ” means the trustees from time to time of the REIT;

“ Underwriters ” has the meaning given thereto in the opening paragraphs of this Agreement;

“ Underwriting Commission ” has the meaning given thereto in the opening paragraphs of this Agreement;

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

“ Units ” has the meaning given thereto in the Shelf Prospectus;

“ U.S. Placement Memorandum ” means the U.S. private placement memorandum accompanying the Prospectus and any amendments thereto, which will be delivered in connection with the offer and sale of the Offered Units to Qualified Institutional Buyers in the United States pursuant to Section 4(a)(2); and

“ U.S. Securities Act ” has the meaning given thereto in the opening paragraphs of this Agreement.

1.2 Division and Headings. The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

1.3 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

1.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.5 Currency. Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

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1.6 Schedules. The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule "A" – Opinion of the REIT’s and Granite GP’s Canadian legal counsel

Schedule "B" – Terms for Offering to U.S. Purchasers

2. COVENANTS AND REPRESENTATIONS OF THE UNDERWRITERS

2.1 Each of the Underwriters severally covenants with the REIT and Granite GP that it will (and that it will use its commercially reasonable best efforts to cause the members of the Selling Group to):

(a) conduct activities in connection with arranging for the sale and distribution of the Offered Units in compliance with all Applicable Securities Laws and the provisions of this Agreement;
(b) use reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Units, and, if applicable, the OverAllotment Units, as soon as reasonably practicable;
(c) collectively, notify the REIT and Granite GP when, in their collective opinion, the distribution of the Offered Units shall have ceased and provide a breakdown of the number of Offered Units distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to a Securities Commission;
(d) not make use of any “greensheet” or any other marketing materials in respect of Granite and the Offering without the approval of the REIT or Granite GP, as applicable;
(e) not make any representation or warranty with respect to Granite other than as set forth in this Agreement, the Prospectus and any Amendment without the approval of the REIT and Granite GP; and
(f) provided that they are, collectively, satisfied, in their sole discretion, execute and deliver to the REIT and Granite GP the certificate required to be executed by the Underwriters under the Applicable Securities Laws.

2.2 All offers and sales of Offered Units in the United States shall be made only to Qualified Institutional Buyers as substituted purchasers (" Substituted Purchasers ") pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and, in all cases, in compliance with Schedule "B" to this Agreement, which is incorporated herein and forms a part of this Agreement. Such Substituted Purchasers will be the initial purchasers of the Offered Units and, to the extent that Substituted Purchasers purchase Offered Units at Closing, the Underwriters shall not be obligated to purchase the Offered Units so purchased by such Substituted Purchasers.

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2.3 Notwithstanding the foregoing provisions of this Section 2, an Underwriter will not be liable to Granite under this Section 2 with respect to a default under this Section 2 by another Underwriter or any member of the Selling Group appointed by any other Underwriter.

2.4 Each Underwriter represents and warrants to the REIT and Granite GP that it has good and sufficient rights to enter into this Agreement and to complete the transactions contemplated under this Agreement.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE REIT AND GRANITE GP

3.1 The REIT and Granite GP hereby jointly and severally represent, warrant and covenant to the Underwriters, and acknowledge that the Underwriters are relying upon such representations, warranties and covenants, as follows:

3.1.1 General Matters:
(a) Granite LP is a limited partnership validly created and existing under the laws of the Province of Québec, the directors of Granite GP, in its capacity as general partner of Granite LP, have been duly and validly appointed as directors and Granite GP, in its capacity as general partner of Granite LP, has all requisite corporate power and authority to carry on the Business of Granite LP as now conducted and as presently proposed to be conducted and to own or lease and to operate the properties and assets of Granite LP;
(b) the REIT is a trust validly created and existing under the laws of the Province of Ontario, the Trustees have been duly and validly appointed as trustees and the Trustees have all requisite power and authority to carry on the Business of the REIT as now conducted and as presently proposed to be conducted and to own or lease and to operate the properties and assets of the REIT and to carry out the obligations of the REIT hereunder;
(c) Granite GP is a corporation validly incorporated and existing under the laws of the Province of British Columbia, the directors of Granite GP have been duly and validly appointed as directors and Granite GP has all requisite corporate power and authority to carry on the Business of Granite GP as now conducted and as presently proposed to be conducted and to own or lease and to operate the properties and assets of Granite GP and to carry out the obligations of Granite GP hereunder;
(d) each Granite Entity (other than the REIT, Granite GP and Granite LP) has been duly incorporated (or otherwise formed if not a body corporate) and organized and is a valid and subsisting corporation (or other entity) under the laws of its jurisdiction of incorporation or formation;
(e) each Granite Entity (other than the REIT, Granite GP and Granite LP) has all requisite power and authority to carry on its Business as now conducted and to
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own, lease and operate its properties and assets, including as described in the Prospectus;

(f) except as disclosed in the Prospectus and to the Underwriters, Granite LP owns, directly or indirectly, all of the issued and outstanding shares or units of each of the Granite Entities (other than the REIT and Granite GP), free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever;
(g) no Granite Entity has committed an act of bankruptcy or is insolvent, proposed a compromise or arrangement to its creditors generally, had a petition or a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceedings with respect to a compromise or arrangement, taken any proceedings to have itself declared bankrupt or wound-up, taken any proceedings to have a receiver appointed for any of its property or has had any execution or distress become enforceable or become levied upon any of its property, nor have any proceedings been taken, instituted or, to the Knowledge of Granite are pending, for the dissolution or liquidation of any Granite Entity;
(h) each of the REIT and Granite GP is a “reporting issuer” or the equivalent in good standing under the Applicable Securities Laws of each of the Qualifying Jurisdictions and has no reasonable grounds to believe that it will not continue to be a “reporting issuer” or the equivalent thereof in good standing under the Applicable Securities Laws of each of the Qualifying Jurisdictions which recognize this concept up to and following the Closing Time;
(i) each of the REIT and Granite GP is qualified to file a short form prospectus under NI 44-101 pursuant to a decision of the Principal Regulator dated December 21, 2012;
(j) each of the REIT and Granite GP is qualified to use the Shelf Procedures pursuant to a decision of the Principal Regulator dated June 6, 2019;
(k) the REIT and Granite GP have prepared and filed the Shelf Prospectus in accordance with the Shelf Procedures and have obtained a receipt in accordance with the Passport System, representing the deemed receipt of each of the Securities Commissions other than the Principal Regulator and evidencing the receipt of the Principal Regulator for the Shelf Prospectus;
(l) the aggregate offering amount of all securities issued or sold pursuant to the Shelf Prospectus does not, and upon completion of the Offering will not, exceed $1,500,000,000, being the maximum allowable amount thereunder;
(m) Granite GP is the beneficial and registered owner of all of the outstanding general partnership interests in Granite LP; the REIT is the beneficial and registered owner of all of the outstanding limited partnership interests in Granite LP; and Granite LP is the beneficial owner or registered owner of all of the outstanding voting or
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equity securities of Granite Co. and each of the other material subsidiaries referred to in the AIF under the heading “Granite – Corporate Structure – Organizational Structure and Subsidiaries”;

(n) each of the Granite Entities has conducted and is conducting its affairs and Business in compliance in all material respects with all applicable laws, rules, Environmental Laws, regulations, licences and permits and each is licensed, registered or qualified and has all necessary licences and permits in all jurisdictions in which it carries on business to enable its Business as now conducted to be carried on and as presently proposed to be conducted and to enable its assets to be owned or to be leased and to be operated, except where the failure to be so licensed, registered or qualified would not reasonably be expected to have a Material Adverse Effect, and none of such licences, registrations, qualifications and permits held by each of the Granite Entities contains any term, provision, condition or limitation which would reasonably be expected to have a Material Adverse Effect. To the Knowledge of Granite, no legislation, regulation, Law or other legal or regulatory requirement currently in force or proposed to be brought into force by any governmental authority which would reasonably be expected to have a Material Adverse Effect;
(o) Granite LP has conducted and is conducting its Business in compliance with the terms and provisions of its limited partnership agreement, as amended, and the REIT has conducted and is conducting its Business in compliance with the terms and provisions of the Declaration of Trust;
(p) except as set forth in the Prospectus or any Amendment, or where it would not reasonably be expected to have a Material Adverse Effect:
(i) Granite LP is the beneficial owner of its properties or its interests therein and any and all agreements pursuant to which Granite LP holds any such interests in properties are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms;
(ii) Granite LP is not in default of any of the provisions of any agreements described in paragraph 3.1.1(p)(i), which would affect its ability to maintain its beneficial ownership, its interest in such properties, or the operation of its Business as now conducted or proposed to be conducted in respect of such properties, nor has any such default been alleged and such properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate; and
(iii) all leases pursuant to which Granite LP derives its beneficial or other interests in such properties are in good standing and there has been no material default under any such leases (except for minor and temporary arrears and other similar temporary defaults which occur in the ordinary course of business);
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(q) no Granite Entity is in default or in breach of any of the Material Agreements to which it is a party, except as would not reasonably be expected to have a Material Adverse Effect;
(r) none of: (i) the execution and delivery of this Agreement and any document or instrument to be executed and delivered by the REIT or Granite GP pursuant hereto or as contemplated hereby (the “ Transaction Documents ”); (ii) the performance and compliance with the terms of this Agreement and any Transaction Documents to be executed and delivered by the REIT or Granite GP; or (iii) the issue and sale of the Offered Units would result in any breach of, or be in conflict with or constitute a default under or create a state of facts which (whether after notice or lapse of time or both) would constitute a default under, and none of Granite LP, the REIT or Granite GP is in default under or in breach of: (A) the terms, conditions or provisions of the limited partnership agreement of Granite LP, the Declaration of Trust or any resolution of the Trustees or the holders of REIT Units or any resolution of the directors or shareholders of Granite GP; (B) any material mortgage, note, indenture, contract, agreement, written or oral, instrument, lease or other document to which it is a party, or by which its property or assets are bound; or (C) any judgment, decree, order, statute, rule or regulation applicable to it, including without limitation, the Applicable Securities Laws and the rules and regulations of the Exchanges; except any consent, approval, permit, authorization, order or filing required under the Applicable Securities Laws and the rules and regulations of the Exchanges which shall have been obtained on or before the Closing Time, and except, in each case, any breach or default which would not reasonably be expected to have a Material Adverse Effect;
(s) each of the REIT and Granite GP has all requisite power and authority: (i) to enter into this Agreement and (ii) to carry out all the terms and provisions of this Agreement;
(t) this Agreement and the other Transaction Documents have been or will be, as the case may be, duly authorized, executed and delivered by the REIT and Granite GP, as the case may be, and constitute or will constitute, as the case may be, when so executed and delivered, legal, valid and binding obligations of the REIT and Granite GP, as the case may be, enforceable in accordance with their respective terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity when equitable remedies are sought;
(u) since December 31, 2020:
(i) except for regularly scheduled monthly distributions on Stapled Units, no distributions to the holders of Stapled Units have been declared or paid by the REIT or Granite GP and, except as disclosed to the Underwriters, no capital expenditures or commitments have been made by Granite LP, the REIT or Granite GP, except in the ordinary course of business,
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(ii) none of Granite LP, the REIT or Granite GP have incurred any material obligation or liability, direct, contingent or otherwise, except in the ordinary course of business, and
(iii) no transactions of a nature material to Granite LP, the REIT, Granite GP and their subsidiaries, considered as a whole, have been entered into by Granite LP, the REIT or Granite GP,

and except, in each case, as have been or will be disclosed in the Prospectus or any Amendment;

(v) other than as may be required under Applicable Securities Laws and the rules, regulations and by-laws of the Exchanges, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the creation, authorization, issue and sale of the Offered Units;
(w) there is no legal or governmental action, proceeding or investigation pending or, to the Knowledge of Granite LP, the REIT or Granite GP, threatened, which would question the validity of the creation, issuance or sale of the Offered Units or the validity of any action taken or to be taken by the REIT or Granite GP in connection with this Agreement;
(x) except as disclosed in the Prospectus, as disclosed to the Underwriters, or for such matters as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (i) there are no actions, suits, proceedings, inquiries or investigations in progress, pending or, to the Knowledge of Granite, threatened against or affecting any Granite Entity at law or in equity or before or by any federal, national, provincial, territorial, state, municipal or other government, bureau, agency or instrumentality, domestic or foreign, and (ii) there are no matters under discussion with any such government, bureau, agency or instrumentality relating to Taxes, governmental charges, orders or assessments asserted by any such government, bureau, agency or instrumentality;
(y) to the Knowledge of Granite, there are no contemplated, threatened, pending or ongoing orders, investigations, or proceedings relating to suspending the sale or ceasing the trading of any of the securities of the REIT or Granite GP, or prohibiting the sale of the Offered Units by the REIT and Granite GP or against any of the Trustees or officers of the REIT or directors or officers of Granite GP, issued by any regulatory authority in any of the Qualifying Jurisdictions;
(z) other than as provided for in this Agreement, or otherwise disclosed to the Underwriters in writing, the REIT and Granite GP have not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commission or other similar forms of compensation with respect to the transactions contemplated herein;
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(aa) on or before the Closing Time, all actions required to be taken by or on behalf of the REIT and Granite GP including the passing of all requisite resolutions of directors or trustees, as the case may be, shall have occurred so as to validly authorize the creation, issuance and sale of the Offered Units and the performance of the obligations of the REIT and Granite GP hereunder;
(bb) except to the extent that the failure to take such action or a matter described in this paragraph would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) all of the Granite Entities’ real properties and the buildings constructed thereon are insured against all loss from damage by hazards or risks normally insured against, with reasonable deductibles; (ii) all buildings constructed by the Granite Entities were constructed in accordance with building permits properly issued therefor, if required, and all of the Granite Entities’ buildings are in material compliance with all applicable building and zoning by-laws; (iii) there are no material defects in such buildings; (iv) there are no outstanding work orders or deficiency notices relating to such buildings from or required by any police or fire department, sanitation authority, health authority or any other federal, national, provincial, territorial, state or municipal authority, foreign or domestic, and there is no matter under discussion with any such department or authority relating to work orders or deficiency notices; and (v) such buildings and all chattels required for the effective operation of such buildings are in good operating condition and are in a state of good repair and maintenance;
(cc) the REIT qualified as a "real estate investment trust" as defined in the Tax Act for its 2020 taxation year and, as of the date hereof, intends to continue to so qualify throughout 2021 and subsequent taxation years; Granite REIT America Inc. qualified as a "real estate investment trust" as defined in the Tax Code for its 2020 taxation year and has no reasonable grounds to believe that it will not continue to so qualify throughout 2021;
(dd) that the REIT currently qualifies as a “unit trust” and “mutual fund trust” for purposes of the Tax Act;
(ee) except where it would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect:
(i) all of Granite LP’s real properties and the buildings constructed and operations thereon comply with all applicable federal, national, provincial, territorial, state and municipal environmental, health and safety laws, regulations, rules, directives, instruments, orders, permits, authorizations and licenses, domestic and foreign;
(ii) none of such properties, buildings or operations is subject to any judicial or administrative proceeding alleging the violation of any federal, national, provincial, territorial, state or municipal environmental, health or safety law, regulation, rule, directive, instrument, order, permit, authorization, license, domestic or foreign, or, to the best of the
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Knowledge of Granite, is subject to any investigation, by or on behalf of a Granite Entity, evaluating whether any remedial action is needed to respond to a Release of any Hazardous Substance into the environment;

(iii) no Granite Entity nor, to the Knowledge of Granite, any tenant in any property in which any Granite Entity has a direct or indirect interest, has filed any notice under any federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or Release of a Hazardous Substance into the environment involving any Granite Entity’s real properties other than those which have been remedied;
(iv) none of Granite LP’s real properties has been used, during the time Granite LP or Granite Co. has directly or indirectly owned such properties, as a waste storage site or to operate a waste management business;
(v) Granite LP has no contingent liability of which Granite has Knowledge or reasonably should have Knowledge in connection with any Release of any Hazardous Substance on or into the environment from any of Granite LP’s real properties or the buildings and operations thereon;
(vi) no Granite Entity nor, to the Knowledge of Granite, any tenant in any property in which any Granite Entity’s has a direct or indirect interest, generates, transports, treats, stores or disposes of any waste, subject waste, hazardous waste, deleterious substance, industrial waste (as defined in applicable federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign) on any Granite Entity’s real properties in contravention of applicable federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign, enacted for the protection of the natural environment or human health; and
(vii) to the Knowledge of Granite, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Substance are located on any Granite Entity’s real properties in contravention of applicable federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign, enacted for the protection of the natural environment or human health.
(ff) the Auditors are independent with respect to each of the REIT and Granite GP within the meaning of the rules of professional conduct applicable to auditors in Canada and since January 1, 2015, there has not been any reportable event within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations with the Auditors;
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(gg) no acquisition has been made by any Granite Entity since January 1, 2020 that would be a significant acquisition of the issuer for the purposes of Applicable Securities Laws; and no proposed acquisition by any Granite Entity has progressed to a state where a reasonable person would believe that the likelihood of such Granite Entity completing the acquisition is high and that, if completed at the date of the Prospectus Supplement, would be a significant acquisition of the issuer for the purposes of Applicable Securities Laws, in each case, that would require the prescribed disclosure in the Prospectus Supplement pursuant to such laws, including without limitation Item 10 of Form 44-101F1 – Short Form Prospectus ; for the purposes of this paragraph, “issuer” will be interpreted in the manner described in Item 32.1 of Form 41-101F1 – Information Required in a Prospectus ;
(hh) each of the REIT and Granite GP maintains a system of internal control over financial reporting that complies with the requirements of National Instrument 52109 – Certification of Disclosure in Issuers’ Annual and Interim Filings and applicable U.S. securities laws that has been designed by such Person’s Chief Executive Officer and Chief Financial Officer, or under their supervision, and effected by such Person’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with such Person’s generally accepted accounting principles, and each of the REIT and Granite GP is not aware of any material weaknesses in its internal control over financial reporting. Each of the REIT and Granite GP maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information required to be disclosed by the REIT or Granite GP under Applicable Securities Laws and applicable U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under Applicable Securities Laws and applicable U.S. securities laws;
(ii) except for such matters as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect: (i) all tax returns required to be filed by each Granite Entity on or prior to the date hereof have been filed and completely report all income and other amounts and information required to be reported thereon; (ii) all Taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to Tax or penalties applicable thereto of each Granite Entity, due or claimed to be due in writing by any taxing authority have been paid by such Granite Entity, whether or not assessed by the appropriate taxing authority, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided; (iii) no Granite Entity is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, elections, designations or similar filings relating to Taxes, any payment of taxes or any assessment or collection thereof; (iv) each Granite Entity has collected all amounts on account of sales or transfer Taxes required by law to be collected by it and has timely to the appropriate taxing authority any such amounts required to be remitted by it in a timely manner; (v) there is no tax deficiency which has been asserted against any Granite Entity; other than those
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being contested in good faith and for which adequate reserves have been provided; (vi) all material tax liabilities of the Granite Entities are adequately provided for in accordance with GAAP within the combined financial statements of the REIT and Granite GP for all periods in 2019 and 2020; (vii) except as disclosed to the Underwriters, there are no audits or investigations in progress or, to the Knowledge of Granite, pending or threatened, against any Granite Entity in respect of Taxes; and (viii) there are no liens for Taxes upon the assets of any Granite Entity;

(jj) Granite has obtained and will maintain insurance policies as are appropriate to the Business covering such hazards and for such amounts as would be commensurate with industry standards and the insured party thereunder is not in default with respect to any insurance policy and has not received any advice or notification that such insurance will be cancelled or will not be renewed;
(kk) the operations of the Granite Entities, are and have been conducted at all times in compliance with the anti-money laundering statutes 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 authorities to which they are subject, including without limitation, Title 18 U.S. Code Section 1956 and 1957, the Bank Secrecy Act, as amended by the USA PATRIOT Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any governmental authority or any arbitrator involving any Granite Entity with respect to the Anti-Money Laundering Laws is, to the Knowledge of Granite, pending or threatened;
(ll) no Granite Entity, nor any director, officer, agent, employee, affiliate or, to the Knowledge of Granite, Person acting on behalf of any such Person, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or any other Law, rule or regulation of similar purpose and scope; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment; and
(mm) except as mandated by an applicable Governmental Body, which mandates have not materially affected Granite, as at the date of this Agreement, and except as disclosed in the Prospectus, there has been no suspension of the operations of the Granite Entities as a result of the novel coronavirus disease (COVID-19) outbreak (the “ COVID-19 Outbreak ”). Granite has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations, and has implemented appropriate measures to support the health of its employees where the Granite Entities operate while continuing to operate.
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3.1.2

With respect to the Offering:

(a) the Offered Units conform to the description thereof in the Prospectus in all material respects;
(b) the delivery of the Shelf Prospectus, the Prospectus Supplement and any Amendment shall constitute a representation and warranty by the REIT and Granite GP to the Underwriters that at the time of delivery:
(i) all information and statements (except information and statements relating solely to the Underwriters and furnished by them in writing expressly for inclusion therein) contained therein are true in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Offered Units;
(ii) no material fact or information has been omitted from such document which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in light of the circumstances in which they were made; and
(iii) such document complies in all material respects with the requirements of Applicable Securities Laws.
(c) the Offered Units to be issued as described herein and in the Prospectus will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities binding any of the Granite Entities;
(d) neither the REIT, Granite GP nor their affiliates will, directly or indirectly, issue, offer to sell, grant any option for the sale of, or otherwise dispose of or transfer, or announce any intention to do so, in a public offering or by way of private placement, any Stapled Units or financial instruments or securities convertible, exchangeable or exercisable for, or into, Stapled Units without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, for a period beginning on the date hereof until the date that is 90 days after the Closing Date, other than: (i) in connection with the Offering; (ii) pursuant to existing equity-based compensation plans; or (iii) to pursuant to convertible debentures, rights, warrants, options, securities, agreements or instruments outstanding as at the date hereof;
(e) the net proceeds to the REIT and Granite GP from the issuance and sale of the Offered Units to the Underwriters will be applied in the manners indicated under “Use of Proceeds” in the Prospectus Supplement;
(f) the financial statements included or incorporated by reference in the Prospectus have been prepared in accordance with GAAP applied on a consistent basis for each period shown therein (except as disclosed in such financial statements) and present fairly in all material respects the combined and consolidated financial
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position, income, comprehensive income, unitholders’ or shareholders’ equity and cash flows of the REIT and Granite GP, in each case at the dates and for the periods indicated in accordance with GAAP;

(g) contemporaneously with the execution of this Agreement, the REIT and Granite GP shall file the Prospectus Supplement, including the Shelf Information, in both the English and French languages in each of the Qualifying Jurisdictions with Securities Commissions under the Applicable Securities Laws in accordance with the Passport System with the Principal Regulator in its capacity as the principal regulator under the Passport System and the REIT and Granite GP will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other Persons who are registered in a category permitting them to distribute the Offered Units under Applicable Securities Laws and who comply with the Applicable Securities Laws;
(h) the REIT and Granite GP shall cause to be delivered, without charge to the Underwriters, as soon as practicable and in any event no later than 5:00 p.m. (Toronto time) on the next Business Day after the filing of the Prospectus Supplement in the City of Toronto and no later than 5:00 p.m. (Toronto time) the next Business Day thereafter in such other cities in any Qualifying Jurisdictions as the Underwriters shall notify the REIT in writing, as many commercial copies of the Prospectus, respectively, (and in the event of any Amendment, such Amendment) in the English and French language, as the Underwriters may reasonably request for the purposes contemplated by the Applicable Securities Laws. The REIT and Granite GP will similarly cause to be delivered to the Underwriters, in such cities in any Qualifying Jurisdictions as the Underwriters may reasonably request in writing to the REIT and Granite GP, commercial copies of any Supplementary Material required to be delivered to purchasers or prospective purchasers of the Offered Units. Each delivery of the Prospectus, any Amendment or any Supplementary Material will have constituted and constitute the REIT’s and Granite GP’s consent to the use of the Prospectus, any Amendment and any Supplementary Material by the Underwriters for the distribution of the Offered Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Applicable Securities Laws;
(i) the REIT and Granite GP shall cause to be delivered, without charge to the Underwriters, contemporaneously with, or prior to, the filing of the Prospectus Supplement or any Amendment thereto, as the case may be, unless otherwise indicated:
(i) a copy of the Prospectus Supplement or any Amendment thereto, as applicable, in the English and French language each manually signed on behalf of the REIT and Granite GP, if applicable, by the persons and in the form required by the Applicable Securities Laws;
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(ii) a copy of any other document filed with, or delivered to, the Securities Commissions by the REIT and Granite GP under the Applicable Securities Laws in connection with the Offering, including any document incorporated by reference in the Prospectus not previously filed on SEDAR; and
(iii) evidence satisfactory to the Underwriters of the acceptance (or conditional acceptance) of the listing and posting for trading on the Exchanges of the Offered Units (subject to meeting minimum distribution requirements), subject only to the satisfaction by the REIT and Granite GP of Standard Listing Conditions imposed by the Exchanges;
(j) the REIT and Granite GP shall fulfill, to the satisfaction of the Underwriters and their legal counsel, all legal requirements to be fulfilled by it to enable the Offered Units, and, if applicable, the Over-Allotment Units, to be offered for sale and sold to the public in the Qualifying Jurisdictions by or through the Selling Group who comply with Applicable Securities Laws in each of the Qualifying Jurisdictions;
(k) at the time the Underwriters sign the Prospectus Supplement or any Amendment thereto, the REIT and Granite GP will have caused a “long-form” comfort letter of the Auditors dated the date of the Prospectus Supplement or any Amendment thereto, as the case may be, and addressed to the Underwriters, the Trustees of the REIT and the directors of Granite GP, in form and substance satisfactory to the Underwriters and their legal counsel, acting reasonably, and based on a review completed not more than two (2) Business Days prior to the date of such letter, with respect to financial and accounting information relating to the REIT and Granite GP included and incorporated by reference in the Prospectus, which letter shall be in addition to the Auditors' report in the Prospectus or Amendment;
(l) the REIT and Granite GP will have caused, (i) translation opinions in customary form from counsel to the REIT and Granite GP, dated the date of the Prospectus Supplement or any Amendment thereto, as applicable, addressed to the Underwriters, the REIT and Granite GP, to the effect that the French language version of the Prospectus, including the documents incorporated by reference therein (other than the Financial Statements of the REIT and Granite GP and other financial information contained therein or incorporated by reference therein) is, in all material respects, a complete and accurate translation of the English language version thereof and such version is not susceptible of any materially different interpretation with respect to any material matter contained therein, and (ii) translation opinions in customary form from the Auditors, dated the date of the Prospectus Supplement or any Amendment thereto, as applicable, addressed to the Underwriters, the REIT and Granite GP to the effect that the French language version of the Financial Statements of the REIT and Granite GP and other financial information contained in the Prospectus, or incorporated by reference therein, as applicable, in all material respects, is a complete and accurate translation of the English language version thereof;
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(m) until the distribution of the Offered Units has been completed, the REIT and Granite GP will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to continue to qualify the distribution of the Offered Units;
(n) the REIT and Granite GP covenant and agree that the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from the REIT and Granite GP or the applicable Securities Commission;
(o) the REIT and Granite GP shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement and any Amendments thereto, and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters and to enable the Underwriters to responsibly execute any certificate required to be executed by the Underwriters in such documentation;
(p) the REIT and Granite GP shall cause the Marketing Materials, as approved by the REIT, Granite GP and the Lead Underwriters, acting reasonably, to be, as applicable:
(i) incorporated by reference in the Prospectus; and
(ii) filed with the Securities Commissions, in the manner contemplated by Applicable Securities Laws, not later than the day on which such Marketing Materials are first provided to a potential investor in connection with the Offering or notwithstanding the foregoing, as soon as practicable after such Marketing Materials are provided by the Lead Underwriters to the REIT and Granite GP.

Any comparables (as defined in NI 41-101) and all disclosure relating to such comparables, shall be redacted from the Marketing Materials so filed;

(q) during the period from the date of this Agreement to the completion of distribution of the Offered Units, the REIT and Granite GP will promptly inform the Underwriters and their legal counsel, in writing, of the full particulars of any material change, actual, anticipated or threatened, in the operating or financial condition of the REIT and Granite GP or of any change in any material fact contained, or referred to, in the Prospectus, any Amendment or Supplementary Material thereto, and of the existence of any material fact which is, or may be, of such a nature as to render the Prospectus, any Amendment or Supplementary Material thereto, untrue, false or misleading in a material respect or result in a misrepresentation. The REIT and Granite GP shall, to the satisfaction of the Underwriters and their counsel acting reasonably, promptly comply with all applicable filing and other requirements under Applicable Securities Laws as a result of such change. The REIT and Granite GP shall, in good faith, first discuss
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with the Lead Underwriters any change in circumstances (actual or proposed, within Granite’s Knowledge) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this Section 3.1.2(q) and, in any event, prior to making any filing referred to in this Section 3.1.2(q). For greater certainty, it is understood and agreed that if the Lead Underwriters, on behalf of the Underwriters, determine, after consultation with the REIT and Granite GP, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Prospectus or any Amendment or Supplementary Material thereto, or which may result in a misrepresentation, the REIT and Granite GP will:

(i) prepare and file promptly an Amendment which in its opinion, acting reasonably, may be necessary or advisable after consultation with the Underwriters; and
(ii) contemporaneously with filing the Amendment under Applicable Securities Laws, the REIT and Granite GP will deliver to the Underwriters:
- (A) a copy of the Amendment, originally signed as required by Applicable Securities Laws;
- (B) an originally signed copy of all documents relating to the proposed distribution of the Offered Units, and, if applicable, the OverAllotment Units, and filed with the Amendment under Applicable Securities Laws; and
- (C) such other documents as the Underwriters shall reasonably require;
(r) the REIT and Granite GP will advise the Underwriters, promptly after receiving notice thereof, of the time when the Prospectus Supplement, any Amendment or Supplementary Material has been filed and, if applicable, receipts have been obtained and will provide evidence satisfactory to the Underwriters of each filing and the issuance of receipts;
(s) the REIT and Granite GP will advise the Underwriters, promptly after receiving notice or obtaining Knowledge, of:
(i) the issuance by any Securities Commission of any order suspending or preventing the use of the Shelf Prospectus, the Prospectus Supplement or any Supplementary Material;
(ii) the suspension of the qualification of the Offered Units for offering or sale in any of the Qualifying Jurisdictions;
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(iii) the institution, threatening or contemplation of any proceeding for any of those purposes described in (i) or (ii) above; or
(iv) any requests made by any Securities Commission for amending or supplementing the Shelf Prospectus, the Prospectus Supplement or for additional information;
(t) the REIT and Granite GP will use its best efforts to prevent the issuance of any order referenced above in Section 3.1.2(s), and, if any such order is issued, to obtain the withdrawal of the order promptly;
(u) the REIT and Granite GP will use reasonable best efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to this Agreement and the transactions contemplated by the Prospectus and shall take all such steps as may be reasonably within their power to implement, to their full extent, the provisions of this Agreement and the transactions contemplated by the Prospectus;
(v) the REIT and Granite GP will not, and will use its commercially reasonable efforts to ensure that each of the trustees, directors, as the case may be, and the officers and employees of the REIT, Granite GP and any of their subsidiaries do not bid for or purchase, for their own account or any account in which they have a beneficial interest, any Stapled Units or any securities exchangeable or exercisable for, or convertible into, Stapled Units after the date hereof until the Closing Date without the prior written consent of the Lead Underwriters;
(w) in the event that the Closing Date occurs after the record date for the REIT's distribution for the month of June 2021, Granite will make a cash payment to the Underwriters, to be paid by them to purchasers of the Offered Units, equal to the amount per Stapled Unit distributed by the REIT and Granite GP to its unitholders for the month of June 2021 as if they had been unitholders on the record date for such distribution, such payment to be made on the later of: (i) the Closing Date or Over-Allotment Closing Date, as the case may be; and (ii) the date that the regular monthly distribution for June 2021 is paid to holders of Stapled Units; and
(x) the Transfer Agent, at its principal offices in the City of Toronto, has been duly appointed and will act as transfer agent and registrar for the Offered Units and the Over-Allotment Units, if applicable.

4. CLOSING CONDITIONS

4.1 The following are conditions of the Underwriters’ obligations to close the sale of the Offered Units by the REIT and Granite GP as contemplated hereby, which conditions the REIT and Granite GP jointly and severally covenant to exercise its reasonable best efforts to have fulfilled on or prior to the Closing Date, which conditions may be waived in writing in whole or in part by the Underwriters:

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(a) the Offered Units will have been conditionally accepted for listing by the Exchanges, subject to the usual conditions, and will, at the opening of trading on the Exchanges on the Closing Date be accepted for trading on the Exchanges;
(b) evidence satisfactory to the Underwriters, acting reasonably, that the REIT and Granite GP have obtained all necessary approvals for the listing of the Offered Units on the Exchanges, subject only to the filing of documents within the times established by the Exchanges;
(c) the Trustees and the directors of Granite GP will have authorized and approved this Agreement, the sale and issuance of the Offered Units and all matters relating to the foregoing;
(d) certificates dated the Closing Date, signed by appropriate officers of the REIT addressed to the Underwriters and their counsel, with respect to the Declaration of Trust, all resolutions of the Trustees of the REIT and other actions relating to this Agreement and to the allotment, issue and sale of the REIT Units comprising part of the Offered Units, the incumbency and specimen signatures of signing officers, and with respect to such other matters as the Underwriters may reasonably request;
(e) certificates dated the Closing Date, signed by appropriate officers of Granite GP addressed to the Underwriters and their counsel, with respect to the articles, all resolutions of the directors of Granite GP and other actions relating to this Agreement and to the allotment, issue and sale of the GP Shares comprising part of the Offered Units, the incumbency and specimen signatures of signing officers, and with respect to such other matters as the Underwriters may reasonably request;
(f) the REIT and Granite GP will deliver a certificate or certificates with respect to factual matters, in form and content satisfactory to the Underwriters and their counsel, acting reasonably, dated the date of delivery and signed by the chief executive officer and the chief financial officer of the REIT and Granite GP, or such other senior officers of the REIT and Granite GP as may be acceptable to the Underwriters and their counsel, acting reasonably, addressed to the Underwriters and their counsel and counsel to the REIT and Granite GP, certifying on behalf of the REIT and Granite GP and without personal liability:
(i) that no order ceasing or suspending trading in any securities of the REIT and Granite GP or prohibiting the sale of the Offered Units has been issued and no proceedings for such purpose are pending or, to the Knowledge of such officers, threatened;
(ii) that there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the Business or capital of the REIT and Granite GP since December 31, 2020 which has not been publicly disclosed or disclosed to the Underwriters;
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(iii) that the representations and warranties of the REIT and Granite GP contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by the REIT and Granite GP as at the Closing Time after giving effect to the transactions contemplated hereby;
(iv) that the REIT and Granite GP have complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Underwriters, at or prior to the Closing Time;
(v) that the REIT has satisfied certain factual requirements in connection with the qualification of the REIT as a “unit trust”, “mutual fund trust” and “real estate investment trust” for purposes of the Tax Act; and
(vi) as to such other matters of a factual nature as the Underwriters and the Underwriters’ counsel may reasonably request;
(g) the REIT and Granite GP will have caused a favourable legal opinion to be delivered by their legal counsel, Blake, Cassels & Graydon LLP, addressed to the Underwriters, in form and substance satisfactory to the Underwriters acting reasonably, including in respect of those matters identified in Schedule "A" hereto. In giving such opinion, counsel to the REIT and Granite GP shall be entitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact, to the extent appropriate in the circumstances, to rely upon a certificate of fact from responsible persons in a position to have Knowledge of such facts and their accuracy, and shall be entitled to make customary assumptions and qualifications;
(h) if any Offered Units are sold in the United States, the REIT’s and Granite GP’s special U.S. legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, shall have delivered a favourable legal opinion addressed to the Underwriters in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that it is not necessary in connection with the offer, sale and delivery of the Offered Units to the Qualified Institutional Buyers in the United States in accordance with this Agreement, including Schedule "B" attached hereto, to register the Offered Units under the U.S. Securities Act, it being understood that such counsel expresses no opinion as to any subsequent reoffer or resale of the Offered Units;
(i) the REIT and Granite GP will have caused a comfort letter of the Auditors dated the date of the Closing Date and addressed to the Underwriters, the Trustees of the REIT and the directors of Granite GP, in form and substance satisfactory to the Underwriters and their legal counsel, acting reasonably, relating to the financial information contained in, or incorporated by reference in, the Prospectus or Amendment, as the case may be, and matters involving changes or developments since the respective dates of which such financial information is given to a date
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not more than two (2) Business Days prior to the date of such letters, which letters shall be in addition to the Auditors’ report contained or incorporated by reference in the Prospectus or Amendment and the consent letters of the Auditors addressed, in the case of the Prospectus, to the securities regulatory authorities in the Qualifying Jurisdictions, provided, however, that the form of the letter delivered at the Closing Time shall be in the form of a “bring-down” letter;

(j) Canadian tax counsel to the REIT and Granite GP shall have delivered an opinion dated the date of the Closing Date and addressed to the Underwriters, in form and substance satisfactory to the Underwriters and their legal counsel, acting reasonably, confirming its opinions concerning tax matters contained under the headings “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” in the Prospectus;
(k) each of the Trustees and senior officers of the REIT and the directors and senior officers of Granite GP, as agreed to among the REIT, Granite GP and the Underwriters, shall have entered into an agreement with the Underwriters in form and substance satisfactory to the Underwriters, acting reasonably, on the Closing Date pursuant to which for a period beginning on the Closing Date and ending 90 days after the Closing Date such Person will agree not to sell, or agree to sell (or announce any intention to do so), any Stapled Units or securities exchangeable or convertible into Stapled Units without the prior written consent of the Underwriters, such consent not to be unreasonably withheld;
(l) the REIT and Granite GP will deliver such further certificates, including evidence of all requisite approvals, and other documentation as may be contemplated in this Agreement or as the Underwriters’ or their counsel may reasonably require; and
(m) prior to the Closing Time, any material change (actual, anticipated, contemplated or, to the Knowledge of Granite, threatened, whether financial or otherwise) in the Business, affairs or capital of the REIT, Granite GP or Granite LP, or any change in material fact, shall have been disclosed to the Underwriters in writing.

4.2 It shall be a condition precedent to the REIT’s and Granite GP’s obligations to issue the Offered Units that:

(a) the Underwriters shall have delivered or caused to be delivered to the REIT by wire transfer an amount representing the aggregate purchase price for the Offered Units in Canadian dollars, less an amount equal to the full amount of the Underwriting Commission for such Offered Units;
(b) the Underwriters shall have complied with the covenants and satisfied all terms and conditions to be complied with and satisfied by them at or prior to the Closing Time; and
(c) no order shall have been made and no proceedings for such purpose shall be pending or shall have been threatened by any securities regulatory authority in any
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Qualifying Jurisdiction which restricts in any manner the distribution of the Offered Units.

5. CLOSING

5.1 The Offering will be completed at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto ON M5L 1A9, at the Closing Time, or such other place, date or time as may be mutually agreed to; provided that if the REIT and Granite GP have not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other date and time as may be mutually agreed to or such covenant or condition has not been waived by the Underwriters, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

5.2 At the Closing Time, the REIT and Granite GP shall deliver to the Underwriters:

(a) the certificates (in electronic form) representing the Offered Units, in the names and denominations requested by the Lead Underwriters, on behalf of the Underwriters, acting reasonably;
(b) the requisite legal opinions, comfort letter of the Auditors, and certificates as contemplated in Section 4.1; and
(c) such further documentation and opinions as may be contemplated herein or as the Underwriters or their counsel, the Exchanges or the Securities Commissions may reasonably require,

against payment of the aggregate purchase price for the Offered Units, net of the Underwriting Commission, by wire transfer payable to the REIT or such other method of payment to which the Lead Underwriters, the REIT and Granite GP agree.

5.3 All terms and conditions of this Agreement shall be construed as conditions and any breach or failure to comply with any such terms and conditions in any material respect shall entitle any of the Underwriters to terminate its obligations to sell the Offered Units by written notice to that effect given to the REIT and Granite GP prior to the Closing Time. It is understood that the Underwriters may 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 such terms and conditions or any other subsequent breach or non-compliance; provided that, to be binding on an Underwriter, any such waiver or extension must be in writing and signed by such Underwriter.

6. OVER-ALLOTMENT OPTION

6.1 The Over-Allotment Option shall be exercisable, in whole or in part, until the Over-Allotment Expiry Date. The Over-Allotment Option may be exercised by the Lead Underwriters, on behalf of the Underwriters, by delivery of written notice to the REIT and Granite GP confirming the number of Over-Allotment Units in respect of which the Over-Allotment Option is being exercised. Upon exercise of the Over-Allotment Option, the REIT and Granite GP shall

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become obligated to issue and sell, and the Underwriters shall become obligated to purchase, the total number of the Over-Allotment Units as to which the Underwriters are then exercising the Over-Allotment Option. The Over-Allotment Option closing date (the “ Over-Allotment Closing Date ”) shall be determined by the Lead Underwriters, on behalf of the Underwriters, but shall not be later than five (5) Business Days after the exercise of the Over-Allotment Option and, in any event, shall not be earlier than the later of (i) the Closing Date or (ii) two (2) Business Days after the exercise of the Over-Allotment Option (or, if agreed by the REIT and Granite GP, one (1) Business Day after such exercise), or later than five (5) Business Days after the Over-Allotment Expiry Date.

6.2 In the event that the REIT should subdivide, consolidate or otherwise change the REIT Units or Granite GP should subdivide, consolidate or otherwise change the GP Shares, during the period during which the Over-Allotment Option is exercisable, the number of Over-Allotment Units shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the same number and type of securities that they would have otherwise been entitled to receive had they fully exercised such Over-Allotment Option prior to such subdivision, consolidation or change. The Issue Price shall be adjusted accordingly and notice shall be given to the Underwriters of such adjustment. In the event that the Underwriters shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Auditors at the REIT’s and Granite GP’s expense.

6.3 If the Over-Allotment Option is exercised as to all or any portion of the OverAllotment Units, such Over-Allotment Units shall be issued, and payment therefor shall be delivered at the Over-Allotment Closing Time in the manner, and upon the terms and conditions, set forth in Section 5, except that reference therein to the Offered Units and Closing Time shall be deemed, for the purposes of this Section 6, to refer to such Over-Allotment Units and OverAllotment Closing Time, respectively, and the amount payable by the Underwriters to the REIT in respect of the exercise of the Over-Allotment Option shall be equal to the number of OverAllotment Units in respect of which the Over-Allotment Option is exercised multiplied by the Issue Price net of the Underwriting Commission for the aggregate number of Over-Allotment Units being purchased upon exercise of the Over-Allotment Option.

6.4 If the Over-Allotment Option is exercised, the obligations of the Underwriters to purchase the Over-Allotment Units shall be conditional on the delivery by the REIT and Granite GP of the certificates referred to in Section 4.1(d) and Section 4.1(f) as of the Over-Allotment Closing Time, as if references therein to Closing Time were references to Over-Allotment Closing Time.

7. TERMINATION OF PURCHASE OBLIGATION

7.1 Without limiting any of the other provisions of this Agreement, any Underwriter will be entitled, at its sole option, to terminate and cancel, without any liability on its part or on the part of the other Underwriters, its obligations under this Agreement, to purchase the Offered Units, by giving written notice to the REIT and Granite GP at any time through to the Closing Time if:

(a) Restrictions on Distribution – any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced or any order is made or
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issued under or pursuant to any statute of Canada or of any province or territory of Canada or otherwise (other than an inquiry, investigation, proceeding or order based upon the activities of the Underwriters), or there is a change in any Law, rule or regulation, or the interpretation or administration thereof, which, in the opinion of the Underwriters (or any of them), acting reasonably, operates to prevent or restrict the distribution or trading of the Offered Units or any other securities of the REIT and Granite GP;

(b) Material Change – there shall occur or be discovered or come into effect any material change in the Business, affairs or financial condition of the REIT, Granite GP, Granite LP or the REIT’s subsidiaries, taken as a whole, or any change in any material fact relating to the REIT, Granite GP, Granite LP or the REIT contained or referred to in the Prospectus or any Amendment, or there shall exist any material fact relating to the REIT, Granite GP, Granite LP or the REIT which is, or may be, of such a nature as to render the Prospectus or any Amendment, untrue, false or misleading in a material respect or result in a misrepresentation which in the reasonable opinion of the Underwriters (or any of them) would reasonably be expected to have a Material Adverse Effect on the market price or value of the Offered Units;
(c) Disaster Out – there should develop, occur or come into effect or existence any event, action, state, or condition or any action, Law or regulation, inquiry, including, without limitation, terrorism, accident or major financial, political or economic occurrence of national or international consequence (including the COVID-19 Outbreak, to the extent that there is any material adverse development related thereto after June 2, 2021, or similar event or the escalation thereof), or any action, government, Law, regulation, inquiry or other occurrence of any nature, which, in the opinion of the Underwriters (or any of them), acting reasonably, seriously adversely affects, or may seriously adversely affect, the financial markets or the Business, operations or affairs of the REIT, Granite GP or Granite LP;
(d) Adverse Order – an order shall have been made by any securities regulatory authority which restricts in any manner the distribution of the Offered Units or trading in the Offered Units which remains outstanding for a sufficient length of time such that, in the reasonable opinion of the Underwriters (or any of them), such order has materially adversely affected or may materially adversely affect the ability of the Underwriters to offer the Offered Units for sale in the Qualifying Jurisdictions; and
(e) Adverse Legislation – there shall have been, or have been announced by the appropriate Governmental Body, any change or any proposed change in the Tax Act, current administrative decisions or practices or court decisions or any other applicable rules or proposed rules which, in any such case, in the opinion of the Underwriters (or any of them), might reasonably be expected to have a Material Adverse Effect on the distributable income of the REIT, Granite GP or Granite LP or on the tax consequences associated with the purchase, holding or resale of the
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Offered Units or on any distribution that would be made by Granite to the holders of Stapled Units.

7.2 The occurrence or non-occurrence of any of the foregoing events or circumstances is to be determined in the discretion of the Underwriters, acting reasonably.

7.3 The Underwriters shall make reasonable efforts to give notice to the REIT and Granite GP, in writing, of the occurrence of any of the events referred to in Section 7.1; provided that, neither the giving of, nor the failure to give, such notice shall in any way affect the Underwriters’ entitlement to exercise this right at any time through to the Closing Time.

7.4 The Underwriters’ rights of termination contained in this Section 7 are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or noncompliance by the REIT or Granite GP in respect of any of the matters contemplated by this Agreement.

7.5 If the obligations of an Underwriter are terminated under this Agreement pursuant to the termination rights provided for in Section 7.1, the REIT’s and Granite GP’s liabilities to such Underwriter shall be limited to the REIT’s and Granite GP’s obligations under the indemnity, contribution and expense provisions of this Agreement.

8. INDEMNITY

8.1 The REIT and Granite GP agree to indemnify and save harmless the Lead Underwriters and each of the other Underwriters, their affiliates and their respective directors, officers, employees, partners, agents, advisors and shareholders (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) from and against any and all losses, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of counsel to such Indemnified Parties that may be incurred in advising with respect to and/or in connection with or related to defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively the “ Claims ”) to which any Indemnified Party may become subject or otherwise involved, in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly:

(a) any information or statement contained or incorporated by reference in the Prospectus or any Amendment, being or being alleged to be an untrue statement, omission of a material fact or misrepresentation; or
(b) any order made or any inquiry, investigation or proceeding announced, instituted or threatened by any court, securities regulatory authority, stock exchange or by any other competent authority, based upon any untrue statement, omission of a material fact or misrepresentation or alleged untrue statement, omission of a material fact or misrepresentation in the Prospectus or any Amendment (except any document or material delivered or filed solely by the Underwriters) preventing
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or restricting the trading in or the sale or distribution of the Offered Units in any of the Qualifying Jurisdictions; or

(c) any breach or default under any representation, warranty, covenant or agreement of the REIT or Granite GP in this Agreement or any other documents, materials, instruments or certificates to be delivered pursuant hereto or the failure thereby to comply with any of its obligations hereunder or thereunder; or
(d) the REIT or Granite GP failing to comply with any requirement of any Applicable Securities Laws relating to the Offering of the Offered Units, or any alleged breach by the REIT or Granite GP of any Applicable Securities Laws relating to the Offering of the Offered Units,

except to the extent that same arises as a result of information and statements relating solely to, and provided by, the Underwriters in writing and for which the Underwriters did not rely on any information provided by the REIT, Granite GP or anyone acting on their behalf.

8.2 The REIT and Granite GP also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the REIT, Granite GP or any Person asserting claims on behalf of or in rights of the REIT or Granite GP for or in connection with the Offering except to the extent any losses, expenses, claims, actions, damages or liabilities incurred by the REIT or Granite GP are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted from the gross negligence or wilful misconduct of such Indemnified Party. Neither the REIT nor Granite GP nor the Lead Underwriters will, without each of the other’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim.

8.3 Promptly after receiving notice of a Claim or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the REIT and Granite GP, an Indemnified Party will notify the REIT and Granite GP in writing of the particulars thereof, provided that the omission to so notify the REIT and Granite GP shall not relieve the REIT and Granite GP of any liability, which the REIT and Granite GP may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding or claim.

8.4 The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, expenses, claims, actions, damages or liabilities to which the Indemnified Party may be subject were caused by the gross negligence or wilful misconduct of the Indemnified Party. For greater certainty, the REIT, Granite GP and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Prospectus and any Supplementary

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Materials contained no misrepresentation shall constitute “gross negligence” or “wilful misconduct” for purposes of this Section 8.4 or otherwise disentitle the Underwriters from indemnification hereunder.

8.5 If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to any Indemnified Party or insufficient to hold any Indemnified Party harmless, the REIT and Granite GP shall contribute to the amount paid or payable by the Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the REIT and Granite GP, on the one hand, and the Indemnified Party, on the other hand, but also the relative fault of the REIT or Granite GP and the Indemnified Party as well as any relevant equitable considerations; provided that, the REIT and Granite GP shall, in any event, be liable to pay or contribute to the amount paid or payable by the Indemnified Party under the Claim any amounts in excess of the aggregate amount of the fees actually received by the Indemnified Party under this Underwriting Agreement.

8.6 The REIT and Granite GP also agree to reimburse the Indemnified Parties for the time spent by their personnel in connection with any Claim at their normal per diem rates. An Indemnified Party may retain counsel to represent it in the defence of a Claim, which shall be at the expense of the REIT and Granite GP if (i) the REIT and Granite GP agree to separate representation, (ii) the REIT and Granite GP do not assume defence of the Claim within a reasonable period of time after being notified of such Claim, or (iii) the Indemnified Party is advised by counsel in writing that there is an actual or potential conflict in the either: (A) REIT’s or (B) Granite GP’s interests and the Indemnified Party’s interests or additional defences are available to the Indemnified Party, which makes representation by the same counsel inappropriate; provided that in no event shall the REIT and Granite GP be obligated to pay expenses for more than one legal counsel in any one jurisdiction for all Indemnified Parties.

8.7 The obligations of the REIT and Granite GP pursuant to this Section 8 are in addition to any liabilities which the REIT and Granite GP may otherwise have to any Indemnified Party.

8.8 This indemnity 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 indemnity or any rights or obligations in this Section 8 without the prior written consent of the other.

8.9 To the extent that any Indemnified Party is not a party to this Agreement, the Underwriters shall obtain and hold the right and benefit of the provisions of this Section 8 in trust for and on behalf of such Indemnified Party.

9. EXPENSES

9.1 Whether or not the Offering is completed, the REIT and Granite GP shall be liable to pay all expenses and fees in connection with the Offering, including, without limitation: (a) all expenses of or incidental to the issue, sale or distribution of the Offered Units; (b) the fees of the REIT’s and Granite GP’s legal counsel; and (c) all costs incurred in connection with the preparation of documentation relating to the Offering; the Underwriters shall be responsible for the fees and disbursements of the Underwriters’ legal counsel and the Underwriters’ out-of-pockets expenses.

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If the Offering is not completed due to any failure on the part of the REIT and Granite GP to comply with the terms and conditions of this Agreement, the REIT and Granite GP shall reimburse the Underwriters for: (a) all out-of-pocket expenses of the Underwriters; and (b) the fees and disbursements of the Underwriters’ legal counsel (the “ Reimbursement ”). The Reimbursement shall be payable by the REIT and Granite GP immediately upon receiving an invoice therefor from the Underwriters.

10. ACTION BY UNDERWRITERS

10.1 All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (a) termination of an Underwriter’s obligation to purchase Offered Units, (b) waiver and extension, and (c) indemnification, contribution and settlement, may be taken by the Lead Underwriters on their own behalf and on behalf of the other Underwriters and the execution of this Agreement by the other Underwriters and by the REIT and Granite GP shall constitute the REIT’s and Granite GP’s authority and obligation for accepting notification of any such steps from, and for delivering the global or definitive certificates or electronic deposit representing the Offered Units to, or to the order of, the Lead Underwriters. The Lead Underwriters shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to, or with, the REIT and Granite GP. The rights and obligations of the Underwriters under this Agreement shall be several and not joint and several.

11. SURVIVAL OF WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS

11.1 All terms, warranties, representations, covenants and agreements of the REIT and Granite GP herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale by the Underwriters of the Offered Units and continue in full force and effect for the benefit of the Underwriters for the period hereinafter described, and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the purchase and sale of the Offered Units. Such terms, warranties, representations, covenants and agreements of the REIT and Granite GP shall survive for such maximum period of time as the Underwriters may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained in the Prospectus, or an Amendment or either of them, pursuant to Applicable Securities Laws in any of the Qualifying Jurisdictions. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement which are in any way related to the indemnification of the Underwriters by the REIT and Granite GP or the contribution obligations of the Underwriters or those of the REIT and Granite GP shall survive and continue in full force and effect, for the applicable limitation prescribed by Law.

12. OBLIGATIONS SEVERAL

12.1 All obligations of the Underwriters under this Agreement, including the obligation to purchase Offered Units, shall be several and not joint and several. The percentage of Offered Units to be severally purchased and paid for by each of the Underwriters shall be as follows:

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BMO Nesbitt Burns Inc. TD Securities Inc. Scotia Capital Inc. RBC Dominion Securities Inc. CIBC World Markets Inc. National Bank Financial Inc. Raymond James Ltd. Canaccord Genuity Corp. Desjardins Securities Inc. Goldman Sachs Canada Inc. iA Private Wealth Inc.	19.5% 18.5% 17.0% 15.0% 14.0% 7.5% 3.0% 1.5% 1.5% 1.5% 1.0%
	100%

12.2 If one or more of the Underwriters fails to purchase its or their applicable percentages of the aggregate amount of the Offered Units at the Closing Time or Over-Allotment Closing Time, as applicable, (such Offered Units not being purchased being the “ Defaulted Units ”) the other Underwriter or Underwriters (the “ Continuing Underwriters ”) shall have the right, but shall not be obligated, to purchase on a pro-rata basis (or in such other proportion as the remaining Underwriters may mutually agree) all, but not less than all, of the Defaulted Units. If no such arrangement has been made and the number of Defaulted Units does not exceed 5% of the Offered Units, the Continuing Underwriters will be obligated to purchase the Defaulted Units on the terms set out in this Agreement in proportion to their obligations under this Agreement. If the number of Defaulted Units exceeds 5% of the Offered Units and the right to purchase the Defaulted Units, as described above, is not exercised, the Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the REIT and Granite GP on submission to the REIT and Granite GP of reasonable evidence of its or their ability and willingness to fulfill its or their obligations hereunder at the Closing Time or Over-Allotment Closing Time, as applicable. Nothing in this paragraph 12.2 shall oblige the REIT and Granite GP to sell to any or all of the Underwriters less than all of the aggregate amount of the Offered Units or shall relieve any of the Underwriters in default hereunder from liability to the REIT and Granite GP.

12.3 Nothing in this Agreement shall impose on any Underwriter liability to Granite in respect of the default by the other Underwriter of its obligations under this Agreement.

13. GENERAL

13.1 Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the REIT or Granite GP:

77 King Street West, Suite 4010 P.O. Box 159

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Toronto-Dominion Centre Toronto, ON M5K 1H1 Attention: Kevan Gorrie Email: [email protected]

with a copy to:

Blake, Cassels & Graydon LLP 199 Bay Street, Suite 4000 Toronto, ON M5L 1A9 Attention: Jeff Lloyd Email: [email protected]

or if to the Underwriters:

BMO Nesbitt Burns Inc. 100 King Street West, 5[th] Floor Toronto, ON M5X 1H3 Attention: Michael Brodie Email: [email protected]

TD Securities Inc. TD Tower, 66 Wellington Street West, 9[th] Floor Toronto, ON M5K 1A2

Attention: Derek Dermott Email: [email protected]

with a copy to (not to constitute notice to the Underwriters):

McMillan LLP 181 Bay Street, Suite 4400 Toronto, ON M5J 2T3 Attention: Georges Dubé Email: [email protected]

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four (4) hours after transmission by email and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email.

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13.2 This Agreement and the other documents herein referred to constitute the entire Agreement between the Underwriters, the REIT and Granite GP relating to the subject matter hereof and supersedes all prior Agreements between the Underwriters, the REIT and Granite GP with respect to their respective rights and obligations in respect of the Offering, including the Engagement Letter.

13.3 Time shall be of the essence for all provisions of this Agreement.

13.4 The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the REIT, Granite GP the Underwriters and the purchasers and their respective successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by either party without the prior written consent of the other.

13.5 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.

13.6 The REIT and Granite GP hereby acknowledge that (a) the purchase and sale of the Offered Units pursuant to this Agreement is an arm’s-length commercial transaction between the REIT and Granite GP, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other, (b) each of the Underwriters is acting as principal and not as an agent or fiduciary of the REIT or of Granite GP and (c) the REIT’s and Granite GP’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, each of the REIT and Granite GP agree that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the REIT and Granite GP on related or other matters). The REIT and Granite GP agree 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 the REIT and Granite GP, in connection with such transaction or the process leading thereto.

13.7 This Agreement may be executed by facsimile or other electronic format and in one or more counterparts which, together, shall constitute an original copy hereof as of the date first noted above.

14. ACKNOWLEDGMENT

14.1 Each of the parties hereto acknowledges the obligations of the REIT under this agreement and that such obligations will not be personally binding upon any of the trustees of the REIT, any unitholder of the REIT, any annuitant or beneficiary under a plan of which a unitholder of the REIT acts as a trustee or carrier, or any officer, employee or agent of the REIT and that resort will not be had to, nor will recourse or satisfaction be sought from, directly or indirectly, the private property or assets of any of the foregoing or any successor, heir, executor, administrator or legal representative of any of the foregoing, in respect of any obligation or liability of the REIT arising hereunder, and recourse for such obligations or liabilities of the REIT will be limited to, and

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satisfied solely out of, the property and assets held in trust by the trustees of the REIT pursuant to the REIT’s Declaration of Trust.

15. DISCLOSURE

15.1 CIBC World Markets Inc. and National Bank Financial Inc., or affiliates 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.

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If this Agreement accurately reflects the terms of the transaction which we are to enter into, and if such terms are agreed to by the REIT and Granite GP, please communicate your acceptance by executing where indicated below.

Yours very truly,

BMO NESBITT BURNS INC.

Per: “Michael Brodie” Michael Brodie Director

TD SECURITIES INC.

Per: “Derek Dermott” Derek Dermott Managing Director

SCOTIA CAPITAL INC.

Per: “Justin Bosa” Justin Bosa Managing Director

RBC DOMINION SECURITIES INC.

Per: “William Wong” William Wong Managing Director

CIBC WORLD MARKETS INC.

Per: “Jeff Appleby” Jeff Appleby Managing Director

41 -

NATIONAL BANK FINANCIAL INC.

Per: “Andrew Wallace” Andrew Wallace Managing Director

RAYMOND JAMES LTD.

Per: “Onorio Lucchese” Onorio Lucchese Managing Director

CANACCORD GENUITY CORP.

Per: “Dan Sheremeto” Dan Sheremeto Managing Director

DESJARDINS SECURITIES INC.

Per: “Mark Edwards” Mark Edwards Managing Director

GOLDMAN SACHS CANADA INC.

Per: “Heng Vuong” Heng Vuong Managing Director

IA PRIVATE WEALTH INC.

Per: “Dennis Kunde” Dennis Kunde Managing Director

42 -

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

GRANITE REAL ESTATE INVESTMENT TRUST

By: “Kevan Gorrie” Kevan Gorrie President and Chief Executive Officer

GRANITE REIT INC.

By: “Kevan Gorrie” Kevan Gorrie President and Chief Executive Officer

SCHEDULE "A" OPINION OF THE REIT’S AND GRANITE GP’S CANADIAN LEGAL COUNSEL

The opinion of the REIT’s and Granite GP’s Canadian counsel shall be in respect of the following matters:

(a) as to the due formation or incorporation, as applicable, and valid existence of the REIT, Granite GP and Granite LP under the laws of its jurisdiction of formation or incorporation, as the case may be, and as to the adequacy of the power and authority of the REIT and Granite GP to carry out its obligations under this Agreement and of the REIT and Granite GP to create, authorize and issue the Offered Units;
(b) as to the authorized capital of the REIT, Granite GP and Granite LP;
(c) that the REIT, Granite GP and Granite LP have all requisite power, capacity and authority under the laws of its jurisdiction of formation or incorporation, as the case may be, to own or lease its properties and assets and, in the case of the REIT and Granite GP, to carry out the transactions contemplated by this Agreement;
(d) that all necessary action has been taken by the REIT and Granite GP to authorize the execution and delivery of the Agreement and for the REIT and Granite GP to validly issue the Offered Units;
(e) that all necessary action has been taken by the REIT and Granite GP to authorize the execution and delivery of each of the Shelf Prospectus, the Prospectus Supplement and any Amendments, if applicable, and the filing of such documents under Applicable Securities Laws;
(f) that the Offered Units have been duly authorized for issuance by the REIT and Granite GP and, upon the REIT and Granite GP receiving payment of the purchase price therefor, the Offered Units will be validly issued and outstanding as fullypaid and non-assessable securities of the REIT and Granite GP;
(g) that the attributes of the Offered Units are consistent in all material respects with the description thereof in the Disclosure Documents;
(h) that (i) the execution and delivery of this Agreement; (ii) the performance and compliance with the terms of this Agreement; (iii) the issue and sale of the Offered Units; and (iv) the consummation of the transactions contemplated by this Agreement by the REIT and Granite GP, will not result in any breach of, or be in conflict with or constitute a default under or create a state of facts (whether after notice or lapse of time or both) which would constitute a default under, any of the terms, conditions or provisions of the constating documents of the REIT and Granite GP;
(i) that all necessary action has been taken by each of the REIT and Granite GP to authorize the execution, delivery and performance of this Agreement and this Agreement has been duly executed and delivered by it and constitute legal, valid and binding obligations of each of the REIT and Granite GP enforceable in accordance with their 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;
(j) that the Transfer Agent at its principal office in Toronto, Ontario has been duly appointed as the transfer agent and registrar for the Stapled Units;
(k) that all necessary documents have been filed, all requisite proceedings have been taken and all other legal requirements have been fulfilled by the REIT and Granite GP to qualify the Offered Units and the Over-Allotment Units for distribution to the public under the securities laws of the Qualifying Jurisdictions through registrants or dealers registered under the applicable legislation of the Qualifying Jurisdictions who comply with the terms of such registration;
(l) that the form and terms of the definitive certificates representing the Offered Units, in electronic form, have been approved and adopted by the REIT and Granite GP and comply with the terms and conditions of the Declaration of Trust, the constating documents of Granite GP and all legal requirements applicable thereto, including any applicable rules of the Exchanges; and
(m) that the Offered Units and Over-Allotment Units have been conditionally approved for listing on the Exchanges subject to compliance with customary conditions.

SCHEDULE "B" TERMS FOR OFFERING TO U.S. PURCHASERS

As used in this Schedule "B", capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

“ Directed Selling Efforts ” means directed selling efforts as that term is defined in Regulation S;

“ Foreign Issuer ” has the meaning given thereto in Regulation S;

“ General Solicitation ” and “ General Advertising ” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) under the U.S. Securities Act, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;

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

“ Securities ” means the Offered Units;

“ Substantial U.S. Market Interest ” means substantial U.S. market interest as that term is defined in Regulation S; and

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

Representations, Warranties and Covenants of the Underwriters

Each Underwriter acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and U.S. state securities laws. Accordingly, each Underwriter, severally and not jointly, represents, warrants and covenants to the REIT and Granite GP that:

It has not offered and sold, and will not offer and sell, any Securities forming part of its allotment or otherwise as a part of the distribution except (a) in accordance with Regulation S or (b) in the United States as provided in the Agreement and this Schedule "B". Accordingly, neither it nor any of its affiliates nor any Person acting on its or their behalf, has engaged or will engage (except as permitted in this Schedule "B") in: (i) any offer to sell or any solicitation of an offer to buy, any Securities in the United States, or (ii) any sale of Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, affiliate or

Person acting on behalf of either reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts with respect to the Securities.

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with its affiliates, any Selling Group members or with the prior written consent of the REIT and Granite GP. It shall require each Selling Group member to agree, for the benefit of the REIT and Granite GP, to comply with, and shall ensure that each Selling Group member complies with, the same provisions of this Schedule "B" as apply to such Underwriter as if such provisions applied to such Selling Group member.
All offers and sales of Securities in the United States have been and will be made through the Underwriter’s U.S. registered broker-dealer affiliate (“ U.S. Affiliate ”) in compliance with all applicable U.S. broker-dealer laws and regulations.
Offers and sales of Securities in the United States have not been and will not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Offers and sales of Securities in the United States may be made pursuant to the provisions of Section 4(a)(2) to persons who are or are reasonably believed by them to be Qualified Institutional Buyers in transactions meeting the requirements of Section 4(a)(2).
All purchasers of the Securities that are in the United States shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers in reliance on the exemptions from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and available exemptions under all applicable state securities laws.
Prior to any offer or sale of the Securities to a Person in the United States, the Underwriter or its U.S. Affiliate shall have had reasonable grounds to believe and did believe such Person was a Qualified Institutional Buyer.
At the Closing Time, each Underwriter making sales to Qualified Institutional Buyers will together with its U.S. Affiliate provide to the REIT and Granite GP a certificate in the form of Exhibit A to this Schedule "B" relating to the manner of the offer and sale of the Securities in the United States.
Prior to any sale of Securities in the United States, the Underwriter or its U.S. Affiliate shall cause each Person purchasing Securities in the United States to execute and deliver to the Underwriter or its U.S. Affiliate a Qualified Institutional Buyer Investment Letter in the form attached to the U.S. Placement Memorandum.

Representations, Warranties and Covenants of the REIT and Granite GP

The REIT and Granite GP jointly and severally represent, warrant, covenant and agree that:

Each of the REIT and Granite GP is a Foreign Issuer and there is no Substantial U.S. Market Interest in the Securities.
Neither of the REIT nor Granite GP is registered, nor as a result of the sale of Securities contemplated hereby will be required to be registered, under the United States Investment Company Act of 1940, as amended.
Neither the REIT, Granite GP, their subsidiaries nor any of its affiliates, nor any Person acting on its or their behalf (except the Underwriters, their affiliates and any persons acting on any of their behalf, in respect of which no representation is made) (a) has made or will make any Directed Selling Efforts with respect to any of the Securities, (b) has engaged in or will engage in any form of Directed Selling Efforts, General Solicitation or General Advertising with respect to offers or sales of the any of the Securities in the United States, (c) has made or will make any offer or sale of the Securities in the United States except through the Underwriters as set forth in this Schedule "B" or (d) has taken or will take any action that would cause the exemptions or exclusions from registration provided by Regulation S to be unavailable with respect to offers and sales of the Securities pursuant to this Schedule "B".
The REIT, Granite GP, their subsidiaries, their respective affiliates or any Person acting on its or their behalf (except the Underwriters, their affiliates and any persons acting on any of their behalf, in respect of which no representation is made) have complied and will comply with the requirements for an “offshore transaction”, as such term is defined in Regulation S.

EXHIBIT A UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of Securities of Granite Real Estate Trust (the “ REIT ”) and Granite REIT Inc. (“ Granite GP ”) pursuant to the Underwriting Agreement dated June 4, 2021 between the REIT, Granite GP and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

[Name of U.S. broker-dealer affiliate] (the “ U.S. Affiliate ”) is a duly registered broker or dealer with the United States Securities and Exchange Commission and a member of and in good standing with the Financial Industry Regulatory Authority on the date hereof;
all offers and sales of Securities in the United States have been effected in accordance with all applicable U.S. broker dealer requirements;
immediately prior to our transmitting any such materials to an offeree that was in the United States, we had reasonable grounds to believe and did believe that each offeree was a “qualified institutional buyer”, as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and, on the date hereof, we continue to believe, that each offeree in the United States purchasing the Securities is a Qualified Institutional Buyer;
prior to completing any sale of Securities in the United States, we caused each such Person purchasing Securities in the United States to execute and deliver a Qualified Institutional Buyer Investment Letter in the form attached to the U.S. Placement Memorandum;
neither we nor any member of the selling group, nor any of our or their affiliates, have taken or will take any action which would constitute a violation of Regulation M under the U.S. Exchange Act; and
the offering of the Securities has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule "B" thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement including Schedule "B" thereto, unless otherwise defined herein.

DATED this __ day of ______, 2021.

[NAME OF UNDERWRITER] [U.S. BROKER-DEALER AFFILIATE]

By: _____ By: _______ Name: Name: Title: Title:

AI assistant

Criterium Energy Ltd. Capital/Financing Update 2021

43581_rns_2021-06-04_28cb7d3b-d233-44fd-a2ef-4d28833a5871.pdf

UNDERWRITING AGREEMENT

Attention: Mr. Kevan Gorrie, President and Chief Executive Officer Ms. Teresa Neto, Chief Financial Officer

1. DEFINITIONS AND INTERPRETATION

2. COVENANTS AND REPRESENTATIONS OF THE UNDERWRITERS

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE REIT AND GRANITE GP

3.1.2

4. CLOSING CONDITIONS

5. CLOSING

6. OVER-ALLOTMENT OPTION

7. TERMINATION OF PURCHASE OBLIGATION

8. INDEMNITY

9. EXPENSES

10. ACTION BY UNDERWRITERS

11. SURVIVAL OF WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS

12. OBLIGATIONS SEVERAL

13. GENERAL

14. ACKNOWLEDGMENT

15. DISCLOSURE

BMO NESBITT BURNS INC.

TD SECURITIES INC.

SCOTIA CAPITAL INC.

RBC DOMINION SECURITIES INC.

CIBC WORLD MARKETS INC.

NATIONAL BANK FINANCIAL INC.

RAYMOND JAMES LTD.

CANACCORD GENUITY CORP.

DESJARDINS SECURITIES INC.

GOLDMAN SACHS CANADA INC.

IA PRIVATE WEALTH INC.

GRANITE REAL ESTATE INVESTMENT TRUST

GRANITE REIT INC.

SCHEDULE "A" OPINION OF THE REIT’S AND GRANITE GP’S CANADIAN LEGAL COUNSEL

SCHEDULE "B" TERMS FOR OFFERING TO U.S. PURCHASERS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the REIT and Granite GP

EXHIBIT A UNDERWRITERS’ CERTIFICATE

[NAME OF UNDERWRITER] [U.S. BROKER-DEALER AFFILIATE]

AI assistant

Criterium Energy Ltd. — Capital/Financing Update 2021

43581_rns_2021-06-04_28cb7d3b-d233-44fd-a2ef-4d28833a5871.pdf

UNDERWRITING AGREEMENT

Attention: Mr. Kevan Gorrie, President and Chief Executive Officer Ms. Teresa Neto, Chief Financial Officer

1. DEFINITIONS AND INTERPRETATION

2. COVENANTS AND REPRESENTATIONS OF THE UNDERWRITERS

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE REIT AND GRANITE GP

3.1.2

4. CLOSING CONDITIONS

5. CLOSING

6. OVER-ALLOTMENT OPTION

7. TERMINATION OF PURCHASE OBLIGATION

8. INDEMNITY

9. EXPENSES

10. ACTION BY UNDERWRITERS

11. SURVIVAL OF WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS

12. OBLIGATIONS SEVERAL

13. GENERAL

14. ACKNOWLEDGMENT

15. DISCLOSURE

BMO NESBITT BURNS INC.

TD SECURITIES INC.

SCOTIA CAPITAL INC.

RBC DOMINION SECURITIES INC.

CIBC WORLD MARKETS INC.

NATIONAL BANK FINANCIAL INC.

RAYMOND JAMES LTD.

CANACCORD GENUITY CORP.

DESJARDINS SECURITIES INC.

GOLDMAN SACHS CANADA INC.

IA PRIVATE WEALTH INC.

GRANITE REAL ESTATE INVESTMENT TRUST

GRANITE REIT INC.

SCHEDULE "A" OPINION OF THE REIT’S AND GRANITE GP’S CANADIAN LEGAL COUNSEL

SCHEDULE "B" TERMS FOR OFFERING TO U.S. PURCHASERS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the REIT and Granite GP

EXHIBIT A UNDERWRITERS’ CERTIFICATE

[NAME OF UNDERWRITER] [U.S. BROKER-DEALER AFFILIATE]

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Criterium Energy Ltd. Capital/Financing Update 2021