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Dream Impact Trust Capital/Financing Update 2026

Mar 31, 2026

47213_rns_2026-03-31_c2e5a44b-1b5d-45e5-bb17-bc689d711473.pdf

Capital/Financing Update

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dream

As of January 7, 2026

Dream Impact Trust (the "Trust")
Suite 301
State Street Financial Centre
30 Adelaide Street East
Toronto, Ontario
M5C 3H1

  • and -

Dream Impact Master LP (the "Partnership")
Suite 301
State Street Financial Centre
30 Adelaide Street East
Toronto, Ontario
M5C 3H1

Attention: Mr. Amar Bhalla
Chair, Board of Trustees of Dream Impact Trust
Director, Dream Impact Master GP Inc.

Dear Amar:

Fourth Amended and Restated Management Agreement dated February 13, 2023 (the "Management Agreement") between Dream Asset Management Corporation ("DAM"), the Trust and the Partnership

Reference is made to the Management Agreement pursuant to which the Partnership has agreed to pay certain Management Fees (as defined in the Management Agreement) on a monthly basis to DAM in consideration for the services contemplated by the Management Agreement and the letter agreement dated April 17, 2024 (the "2024 Side Letter") among DAM, the Trust and the Partnership with respect to the manner in which fees under the Management Agreement may be paid or satisfied by the Partnership and the Trust.

Capitalized terms used in this letter agreement ("Agreement") which are not defined in this Agreement have the meaning ascribed to such terms in the Management Agreement. In this Agreement, the Trust, the Partnership and DAM are collectively referred to as the "Parties" and a "Party" refers to any of them.


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This Agreement confirms our agreement that the Second Extension Option (as defined in the 2024 Side Letter) will not be exercised or agreed to and as such the 2024 Side Letter shall terminate effective after the 2025 Last Issuance Date (as defined in the 2024 Side Letter).

This Agreement confirms our agreement that, for the period from January 1, 2026 until December 31, 2026 (the "2026 Annual Period"), the Parties agree that the amount of the Base Management Fees and Acquisition Fees payable pursuant to the Management Agreement, inclusive of applicable taxes, shall be $3,500,000 and that the Partnership will satisfy its obligations in respect of the payment of such Base Management Fees and Acquisition Fees for the 2026 Annual Period, by the delivery to DAM of $3,592,000 aggregate principal amount of convertible unsecured subordinated debentures of the Trust (the "New Debentures"). The New Debentures shall have substantially the same terms (including without limitation the same maturity date, interest rate and conversion price) as the 5.75% convertible unsecured subordinated debentures of the Trust due December 31, 2027 issued by the Trust on June 9, 2022 (as such debentures may be amended from time-to-time, the "5.75% Debentures"), provided that the terms of the New Debentures shall include provisions mandating that:

(i) if the Trust exercises its rights under the trust indenture governing the 5.75% Debentures (the "5.75% Indenture") to redeem or defease all or any portion of the principal amount of the 5.75% Debentures, DAM shall have the right in its sole discretion to require that the Trust redeem or defease a proportionate portion of the principal amount of the New Debentures at the same price and on the same terms;

(ii) if the Trust exercises its rights under the 5.75% Indenture to purchase all or any portion of the principal amount of the 5.75% Debentures in the market, by tender or by private contract, DAM shall have the right in its sole discretion to require that the Trust concurrently offer to purchase a proportionate portion of the principal amount of the New Debentures at the same price and on the same terms;

(iii) if the Trust exercises its rights under the 5.75% Indenture to satisfy its obligation to pay all or any portion of the principal amount of the 5.75% Debentures or any redemption price by issuing and delivering units of the Trust ("Units") to holders of the 5.75% Debentures, DAM shall have the right in its sole discretion to require that the Trust satisfy its obligation to pay a proportionate portion of the principal amount of the New Debentures or redemption price by issuing and delivering Units to DAM at the same price per Unit and on the same terms; and

(iv) any amendment of, or supplement to, the 5.75% Indenture for any purpose, including without limitation to change the maturity date, conversion price or any other term of the 5.75% Debentures, or add any new term to the 5.75% Debentures, shall require the prior written consent of DAM, it being understood that DAM may require that a similar


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amendment of, or supplement to, the New Indenture (as defined below) be made as a condition of consenting to the amendment of, or supplement to, the 5.75% Indenture.

The terms of the New Debentures shall be agreed by DAM and the Trust and reflected in a trust indenture (the "New Indenture") to be entered into by the Trust and a debenture trustee.

In connection with the payment of the Management Fee for the 2026 Annual Period:

(i) The Trust agrees to issue to the Partnership, or as it may otherwise direct, the New Debentures in consideration for a subscription price payable by the Partnership to the Trust equal to $1,000 per $1,000 principal amount of New Debentures. The Partnership will satisfy the subscription price for the New Debentures by issuing a note to the Trust in a principal amount equal to the aggregate subscription price payable by the Partnership for the New Debentures, with such note having substantially similar terms to the note(s) previously issued by the Partnership to the Trust in connection with the 5.75% Debentures.

(ii) The Partnership hereby directs the Trust to create and issue the New Debentures to DAM, or as it may otherwise direct, and $3,592,000 aggregate principal amount of New Debentures shall be issued to DAM, or as it may otherwise direct, on December 31, 2026.

The foregoing agreements in respect of the Base Management Fees and Acquisition Fees and the performance of the Parties' obligations under this Agreement are subject to:

(A) approval of the Toronto Stock Exchange ("TSX") of the additional listing of New Debentures to be issued to DAM in accordance with the terms of this Agreement and the underlying units of the Trust to be issued pursuant to the terms and conditions of the New Debentures; and

(B) approval of the unitholders of the Trust represented in person or by proxy at the annual meeting of unitholders of the Trust to be held on or around June 2026, by the majority required under applicable Canadian securities laws, excluding the votes cast by any unitholder required to be excluded from such approval (including DAM and its affiliates if so required) in accordance with the requirements of applicable Canadian securities laws and the TSX.

The Trust and the Partnership shall use best efforts to take all such actions as are within their power to control, and to cause other actions to be taken which are not within their power to control, so as to ensure satisfaction of the conditions set forth in (A) and (B) above. If the approvals contemplated by clauses (A) and (B) above are not obtained prior to June 30, 2026, this Agreement shall


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automatically terminate and be of no further force or effect and the obligations of DAM, the Partnership and the Trust under the Management Agreement shall continue unamended.

This Agreement shall automatically terminate after the last issuance of New Debentures hereunder.

Headings. The division of this Agreement into sections and clauses and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder”, “herein” and similar expressions refer to this Agreement and not to any particular section, clause or other portion hereof and include any agreement supplemental hereto.

Currency. In this Agreement, currencies are indicated in Canadian dollars.

Number and Gender. Words importing the singular number only will include the plural and vice versa, words importing the masculine gender will include the feminine gender and neuter and vice versa.

Severability. If one or more of the provisions contained in this Agreement will be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof will not be affected or impaired thereby. Each of the provisions of this Agreement is hereby declared to be separate and distinct.

Expenses. Each Party acknowledges and agrees that all costs incurred by it (including any fees and disbursements of any counsel retained by it) relating to this Agreement and the transactions contemplated thereby shall be borne by such Party only.

Notices. All notices or other communications to be given hereunder will be delivered by hand, by courier or by e-mail and will be deemed to have been given on the date of delivery or, if such day is not a business day in Toronto, Ontario, on the first business day following the date of delivery.

Notices to the Trust or the Partnership will be addressed to:

Dream Impact Trust
30 Adelaide Street East, Suite 301
Toronto, Ontario
M5C 3H1

Attention: Derrick Lau
Email: [email protected]

Notices to DAM will be addressed to:


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Dream Asset Management Corporation
30 Adelaide Street East, Suite 301
Toronto, Ontario
M5C 3H1

Attention: Rob Hughes
Email: [email protected]

Further Assurances. Each Party will from time to time at the request of the other Party do such further acts and execute and deliver such further instruments, deeds and documents as will be reasonably required in order to fully perform and carry out the provisions of this Agreement. The Parties agree to act honestly and in good faith in the performance of their respective obligations hereunder.

Successors and Assigns. Except as otherwise provided, this Agreement will enure to the benefit of and will be binding upon the Parties and their respective successors and permitted assigns.

Entire Agreement. The terms of this Agreement express and constitute the entire agreement between the Parties with respect to the subject matter hereof and no implied term or liability of any kind is created or will arise by reason of anything in this Agreement.

Time of Essence. Time is of the essence of this Agreement.

Amendments. The provisions of this Agreement may only be amended with the written consent of all of the Parties.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario and the Parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which when taken together will constitute one and the same agreement. This Agreement may be executed and delivered by electronic means (including PDF).

Electronic Copies. The Parties will be entitled to rely on an electronic copy of the executed Agreement and acceptance by the Parties of such electronic copy will be legally effective to create a valid and binding agreement between the Parties in accordance with the terms thereof.

Assignment. This Agreement may not be assigned by any Party except with the prior written consent of the other Party.


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Sincerely,

DREAM ASSET MANAGEMENT CORPORATION

By: "Meaghan Peloso"

Name: Meaghan Peloso

Title: Chief Financial Officer


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The foregoing is acknowledged and agreed as of the date first written above.

DREAM IMPACT MASTER LP by its general partner, DREAM IMPACT MASTER GP INC.

By: "Derrick Lau"

Name: Derrick Lau

Title: Chief Financial Officer

DREAM IMPACT TRUST

By: "Derrick Lau"

Name: Derrick Lau

Title: Chief Financial Officer