iSIGN Media Solutions Inc. - Capital/Financing Update 2021

UNDERWRITING AGREEMENT

September 29, 2021

PRO Real Estate Investment Trust 2000 Mansfield Street, Suite 1000 Montreal, QC H3A 2Z7

Attention: Mr. James Beckerleg, President, Chief Executive Officer and Trustee

Dear Sir:

TD Securities Inc. (“ TD Securities ”) and Scotia Capital Inc. (together with TD Securities, the “ Joint Bookrunners ”), Canaccord Genuity Corp., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., iA Private Wealth Inc., Raymond James Ltd., Haywood Securities Inc., Laurentian Bank Securities Inc. and Leede Jones Gable Inc. (collectively with the Joint Bookrunners, the “ Underwriters ”) understand that PRO Real Estate Investment Trust (the “ REIT ”) desires to issue and sell to the Underwriters 8,760,000 REIT Units (as defined below) in the capital of the REIT (each a “ Purchased Unit ”). The Purchased Units will have the material attributes described in and contemplated by the Prospectus (as defined below), all as more particularly described below.

Upon and subject to the terms and conditions contained in this Agreement, the Underwriters hereby severally offer to purchase from the REIT, as the case may be, in their respective percentages set out in paragraph 12.1 hereof, and the REIT hereby agrees to sell to the Underwriters all but not less than all of the Purchased Units at a price of $6.85 per Purchased Unit (the “ Offering Price ”), for an aggregate purchase price (the “ Purchase Price ”) of $60,006,000. The Purchased Units and the Over-Allotment Units (as defined below) are collectively referred to as the “ Offered Securities ”. The Underwriters intend to offer the Purchased Units initially at the Offering Price. After a reasonable effort has been made to sell all of the Purchased Units at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time. Any such reduction in the Offering Price shall not affect the Purchase Price.

Upon and subject to the terms and conditions contained in this Agreement, the REIT hereby grants to the Underwriters an over-allotment option (the “ Over-Allotment Option ”) for the purpose of satisfying over-allotments, if any, and for market stabilization purposes by the Underwriters. The Over-Allotment Option shall entitle the Underwriters to purchase up to an additional 1,314,000 REIT Units (“ Over-Allotment Units ”) at the Offering Price. The OverAllotment Option shall be exercisable until 12:00 p.m. (Toronto time) on the 30th day following the Closing Date (the “ Over-Allotment Expiry Date ”). In the event and to the extent that the Underwriters shall exercise the Over-Allotment Option, the Underwriters agree to severally purchase, in their respective percentages set out in paragraph 12.1 hereof, from the REIT, and the REIT hereby agrees to sell to the Underwriters, the Over-Allotment Units in respect of which the Over-Allotment Option has been exercised upon and subject to the terms and conditions contained in this Agreement. The Over-Allotment Option may be exercised once in whole or in part at any time prior to the Over-Allotment Expiry Date by delivery of written notice of the Joint Bookrunners on behalf of the Underwriters to the REIT specifying the number of Over-Allotment Units in respect of which the Over-Allotment Option is at such time being exercised.

The Underwriters understand that the REIT has prepared and filed a preliminary short form base shelf prospectus dated July 5, 2021 (together with the Documents Incorporated by Reference therein, the “ Preliminary Base Shelf Prospectus ”), and a final short form base shelf prospectus dated July 13, 2021 (together with the Documents Incorporated by Reference therein and any supplements or amendments thereto, the “ Final Base Shelf Prospectus ”), in respect of up to $250,000,000 aggregate initial offering price of Units, debt securities, subscription receipts, warrants, and securities comprised of one or more of the above-noted securities of the REIT, omitting the Shelf Information (as hereinafter defined) in accordance with the Shelf Procedures (as hereinafter defined) and that the REIT has received a Preliminary Receipt (as hereinafter defined) for the Preliminary Base Shelf Prospectus on July 5, 2021 and a Final Receipt (as hereinafter defined) for the Final Base Shelf Prospectus on July 13, 2021.

The REIT has also prepared and intends to file a prospectus supplement relating to the Offering (as hereinafter defined) with the Securities Commissions (as hereinafter defined), in accordance with the Shelf Procedures (including the Documents Incorporated by Reference therein, the “ Prospectus Supplement ”).

The information, if any, included in the Prospectus Supplement that is omitted from the Final Base Shelf Prospectus for which a Final Receipt has been obtained, but that is deemed under the Shelf Procedures to be incorporated by reference into the Final Base Shelf Prospectus as of the date of the Prospectus Supplement, is referred to herein as the “ Shelf Information ”.

The term “ Prospectus ” shall refer to the Final Base Shelf Prospectus, as supplemented by the Prospectus Supplement, including for greater certainty, in each case, the Documents Incorporated by Reference therein.

The REIT and the Underwriters acknowledge and agree that the Offered Securities have not and will not be registered under the U.S. Securities Act (as defined in Schedule B hereto) or any U.S. state securities laws and may not be offered or sold within the United States (as defined herein) except in transactions that are exempt from the registration requirements of such laws. Notwithstanding anything to the contrary contained herein and subject to the terms and conditions hereof, the Underwriters, acting through their U.S. Affiliates (as defined herein), in accordance with Schedule B hereto, may offer and sell the Offered Securities in the United States, to Qualified Institutional Buyers (as defined in Schedule B hereto) in accordance with Rule 144A (as defined in Schedule B hereto).

In consideration of the Underwriters’ agreement to purchase the Purchased Units which will result from the REIT’s acceptance of this offer, and in consideration of the services to be rendered by the Underwriters in connection therewith, the REIT agrees to pay to TD Securities, on behalf of the Underwriters, at the Closing Time a fee (the “ Underwriting Fee ”) equal to 4.0% of the gross proceeds of the Purchased Units purchased by the Underwriters at the Closing Time. The REIT further agrees to pay to TD Securities, on behalf of the Underwriters, at the OverAllotment Closing Time the fee set forth in paragraph 7.4.

The Underwriters understand that the REIT intends to undertake a concurrent private placement (the “ Concurrent Private Placement ”) to Collingwood Investments Incorporated (“ Collingwood ”) of 2,085,744 REIT Units at the Offering Price, which will be subject to a statutory four month hold period but will otherwise be issued on the same terms and conditions as the Offering (as defined herein) as described in the Prospectus Supplement for an aggregate purchase price of $14,287,346.40. No Underwriting Fee or other fee will be payable to the Underwriters in respect of the Concurrent Private Placement and Collingwood will receive from

the REIT a 2% capital commitment fee on the gross proceeds raised in the Concurrent Private Placement as described in the Prospectus Supplement.

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation.

1.1 Whenever used in this Agreement:

“ Acquisition Agreements ” has the meaning given to it in the Prospectus Supplement under “Recent Developments – Proposed Acquisitions – Acquisition Agreements”;

“ Acquisition Properties ” has the meaning given to such term in the Prospectus Supplement under “Recent Developments - Proposed Acquisitions”;

“ Acquisition ” and “ Acquisitions ” have the meaning given to such terms in the Prospectus Supplement under “Recent Developments - Proposed Acquisitions - General”;

“ Agreement ” means the agreement resulting from the acceptance by the REIT of the offer contained in this letter in accordance with the terms of this letter;

“ AIF ” means the annual information form of the REIT dated March 24, 2021;

“ Amendment ” means any amendment to the Prospectus;

“ Anti-Money Laundering Laws ” has the meaning given to it in paragraph 6.1.36;

“ Auditor ” means MNP LLP;

“ Business Day ” means any day other than a Saturday, Sunday or statutory holiday on which Schedule I Canadian chartered banks are open for business in Toronto, Ontario and Montreal, Québec;

“ Claims ” has the meaning given to it in paragraph 8.1;

“ Class B LP Units ” has the meaning given to it in the Prospectus Supplement;

“ Closing Date ” means October 6, 2021 or any earlier or later date as the REIT and the Joint Bookrunners, on behalf of the Underwriters, may mutually agree upon in writing as the date on which the transactions contemplated herein are completed;

“ Closing Time ” means 8:00 a.m., Toronto time, on the Closing Date, or such other time on the Closing Date as the REIT and the Joint Bookrunners, on behalf of the Underwriters, may mutually agree upon in writing;

“ Collingwood ” has the meaning given to it above;

“ Concurrent Private Placement ” has the meaning given to it above;

“ COVID-19 Outbreak ” has the meaning given to it in paragraph 6.1.59;

“ Credit Facility ” has the meaning given to such term in the Prospectus Supplement under “Recent Developments – Sale Transaction”;

“ Current Properties ” means the portfolio of commercial properties directly or indirectly owned by the REIT as of the date hereof, as disclosed in the REIT’s Public Record or the Prospectus;

“ Declaration of Trust ” means the declaration of trust of the REIT made as of February 7, 2013, as amended and restated on December 21, 2018 and as it may be further amended, supplemented or amended and restated from time to time;

“ Employee Plan ” means each “employee benefit plan” and each retirement savings, bonus, pension, profit sharing, incentive or deferred compensation, life or accident insurance, hospitalization, health, medical or dental treatment or expenses, disability, unemployment insurance benefits, employee loans, vacation pay, severance, termination, retention, change of control, unit option, unit appreciation, unit purchase, phantom unit or other equity-based, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement or policy maintained or, at the Closing Time, to be maintained, by the REIT or any REIT Entity that provides benefits or compensation in respect of any current or former director, officer, trustee, partner, consultant, employee or service provider of the REIT or any REIT Entity;

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

“ Environmental Laws ” means any Laws relating to the Environment, its protection or enhancement, transportation of dangerous goods, disposal of Hazardous Substances and occupational health and safety;

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

“ Final Base Shelf Prospectus ” has the meaning given to it above;

“ Final Receipt ” means the document issued by the Autorité des marchés financiers, in its capacity as principal regulator, in accordance with National Policy 11-202, evidencing that a receipt has been or is deemed to be issued in respect of the Final Base Shelf Prospectus by each of the Securities Commissions;

“ Financial Statements ” means: (i) the annual audited consolidated financial statements of the REIT for the year ended December 31, 2020, including the notes thereto and the Auditor’s report thereon; and (ii) the unaudited condensed consolidated interim financial statements of the REIT for the three and six month period ended June 30, 2021, including the notes thereto;

“ Financial Information ” has the meaning given to it in paragraph 4.2.1;

“ Governmental Authority ” has the meaning given to it in paragraph 6.1.39;

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

“ IFRS ” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board;

“ Indemnified Parties ” has the meaning given to it in paragraph 8.1;

“ Joint Bookrunners ” has the meaning given to it above;

“ Knowledge ” means information to the best of the knowledge, after due inquiry, of the following persons: James W. Beckerleg, President, Chief Executive Officer of the REIT, and Gordon G. Lawlor, Executive Vice President, Chief Financial Officer and Secretary of the REIT;

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

“ Leases ” has the meaning given to it in paragraph 6.1.28;

“ Losses ” has the meaning given to it in paragraph 8.1;

“ LTIP ” means the long term incentive plan of the REIT adopted by the Trustees;

“ Material Agreements ” mean, collectively, this Agreement and the agreements identified in the “Material Contracts” section of the AIF;

“ Marketing Materials ” means the template version of the indicative term sheet dated September 27, 2021 filed with each Securities Commission;

“ NI 44-101 ” means National Instrument 44-101 – Short Form Prospectus Distributions

“ NI 44-102 ” means National Instrument 44-102 – Shelf Distributions ;

“ NI 51-102 ” means National Instrument 51-102 – Continuous Disclosure Obligation s;

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

“ Offered Securities ” has the meaning given to it above;

“ Offering ” means the offering of Offered Securities pursuant to the Prospectus as described under the “Plan of Distribution” section thereof;

“ Offering Price ” has the meaning given to it above;

“ Over-Allotment Closing Time ” has the meaning given to it in paragraph 7.4;

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

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

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

“ Person ” means any individual, partnership, limited partnership, joint venture, sole proprietorship, company or corporation, trust, trustee, directors, unincorporated organization, a government or an agency or political subdivision thereof;

“ Preliminary Base Shelf Prospectus ” has the meaning given to it above;

“ Preliminary Receipt ” means the document issued by the Autorité des marchés financiers, in its capacity as principal regulator, in accordance with National Policy 11-202, evidencing that a receipt has been or is deemed to be issued in respect of the Preliminary Base Shelf Prospectus by each of the Securities Commissions;

“ Pro Forma Properties ” means the Current Properties and the Acquisition Properties;

“ Prospectus ” has the meaning given to it above;

“ Prospectus Supplement ” has the meaning given to it above;

“ Purchase Price ” has the meaning given to it above;

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

“ Qualifying Jurisdictions ” mean, collectively, all of the provinces and territories of Canada;

“ REIT ” has the meaning given to it above;

“ REIT Entities ” mean each of the entities listed on Schedule A attached hereto;

“ REIT’s Public Record ” means all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) filed by the REIT since January 1, 2019 that are available to the public on SEDAR;

“ REIT Unit ” means a trust unit of the REIT authorized and issued under the Declaration of Trust, and having the attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Prospectus and any Amendment and includes, for certainty, the Purchased Units and the Over-Allotment Units;

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

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

“ Securities Laws ” mean, collectively, and, as the context may require, the applicable securities laws of each of the Qualifying Jurisdictions, and the respective regulations and rules made under those securities laws together with all applicable policy statements, instruments, blanket orders and rulings of the Securities Commissions and all

discretionary orders or rulings, if any, of the Securities Commissions made in connection with the transactions contemplated by this Agreement together with applicable published policy statements of the Canadian Securities Administrators, as the context may require;

“ SEDAR ” means The System for Electronic Document Analysis and Retrieval;

“ Selling Firms ” has the meaning given to it in paragraph 2.1;

“ Shelf Information ” has the meaning given to it above;

“ Shelf Procedures ” means NI 44-101 and NI 44-102;

“ Special Voting Units ” means the special voting units of the REIT, as more particularly described in the Prospectus;

“ Standard Listing Conditions ” has the meaning given to it in paragraph 4.2.3;

“ Stock Exchange ” means the Toronto Stock Exchange;

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

“ TMX Group ” has the meaning given to it in Section 24;

“ Trustees ” mean the trustees of the REIT as appointed as such on the date hereof and as to be appointed as such on or before the Closing Time;

“ Underwriters ” has the meaning given to it above;

“ Underwriters’ Disclosure ” means disclosure relating solely to the Underwriters and furnished by them in writing specifically for use in the Prospectus or any Amendment under the heading “Plan of Distribution” or any U.S. Private Placement Memorandum and the duplication of such disclosure elsewhere in such document;

“ Underwriting Fee ” has the meaning given to it above and includes the underwriting fee payable in respect of the Over-Allotment Option as set out in paragraph 7.4;

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

“ United States Purchaser ” means a Person in the United States of America who agrees to purchase Offered Securities in accordance with Schedule B hereto;

“ Unitholders ” means the holders of REIT Units;

“ U.S. Affiliate ” means a United States broker-dealer affiliate of an Underwriter, duly registered as a broker-dealer under the U.S. Exchange Act and all applicable state securities laws;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“ U.S. Private Placement Memorandum ” means, to the extent one is necessary to be prepared, the U.S. private placement memorandum of the REIT and any amendments thereto, to be dated on or about the date of the Prospectus Supplement and delivered in connection with the offer and sale of the Offered Securities to Qualified Institutional Buyers, in accordance with Schedule B in a form mutually agreed upon by the REIT and the Underwriters;

“ U.S. Securities Laws ” means the U.S. federal securities laws, including without limitation, the U.S. Securities Act (as defined in Schedule B hereto) and applicable state securities laws; and

“ Vendors ” means the vendors of the Acquisition Properties.

1.2 Whenever used in this Agreement, the terms “affiliate”, “associate”, “distribution”, “misrepresentation”, “material fact” and “material change” shall, except to the extent modified herein or as the context requires, have the meanings given to such terms, and “distribution” shall include a “distribution to the public” as defined, under applicable Securities Laws.
1.3 Whenever used in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender.
1.4 Except as otherwise indicated, all references to monetary amounts in this Agreement are to the lawful money of Canada.
1.5 All capitalized terms not otherwise defined herein shall have the meanings given to them in the Prospectus Supplement or any Amendment, as applicable.
1.6 If any action is required to be taken under this Agreement on a day that is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.
1.7 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.

Section 2 Covenants of the Underwriters.

The Underwriters, on a several, and not joint and several, basis covenant with the REIT

that:

2.1 during the course of the distribution of the Offered Securities to the public by or through the Underwriters, they will offer the Offered Securities for sale to the public on behalf of the REIT, directly and through other registered investment dealers and brokers appointed by the Underwriters at their sole expense (the Underwriters, together with such investment dealers and brokers, are referred to herein as the “ Selling Firms ”) in the Qualifying Jurisdictions and complete the distribution of the Offered Securities only as permitted by
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and in accordance with applicable Securities Laws which, for greater certainty, shall include delivery by the Underwriters of a copy of the Prospectus and any Amendment to each purchaser of Offered Securities from the Underwriters, and, subject as hereinafter provided, in the United States only as permitted by the Laws of the United States, in each case, only upon the terms and conditions set forth in the Prospectus and this Agreement and that they will not, directly or indirectly, offer Offered Securities for sale nor sell the Offered Securities in any jurisdiction, including, without limitation, the United States, other than the Qualifying Jurisdictions, that would require the filing of a prospectus, registration statement, offering memorandum or similar document or would result in the REIT having any reporting or other obligation in such jurisdiction, and they shall ensure that each Selling Firm (other than the Underwriters), prior to its appointment as such, has delivered to the Underwriters an undertaking to the foregoing effect. For the purposes of this paragraph 2.1, the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in each Qualifying Jurisdiction in which a Final Receipt for the Final Base Shelf Prospectus has been obtained or deemed to have been obtained from the applicable Securities Commission following the filing of the Prospectus Supplement.

Any offer of the Offered Securities in the United States will be made in accordance with U.S. Securities Laws and with Schedule B hereto, which is incorporated by reference herein and made a part hereof.

Any Person in the United States who agrees to purchase Offered Securities in accordance with Schedule B hereto will be provided with a copy of the Prospectus together with the U.S. Private Placement Memorandum, in a form to be mutually agreed upon by the REIT and the Underwriters, acting reasonably;

2.2 other than the Marketing Materials, they have not and will not make use of any “greensheet” or any “marketing materials” (as such term is defined National Instrument 41-101 – General Prospectus Requirements ) in respect of the REIT and the Offering without the prior approval of the REIT, acting reasonably, and any “marketing materials” has been and will be used in compliance with all applicable Laws (including Securities Laws);
2.3 they will complete and will use their commercially reasonable efforts to cause their Selling Firms, if any, to complete the distribution of Offered Securities as promptly as possible after the Closing Time or Over-Allotment Closing Time, as applicable, and will notify the REIT when, in their opinion, the distribution of the Offered Securities shall have ceased and provide a breakdown of the number of Offered Securities distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to, or reimbursable by, a Securities Commission or other securities regulatory authority, provided that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Offered Securities shall have ceased;
2.4 they will not make any representations or warranties with respect to the REIT or the Offered Securities other than as set forth in this Agreement, the Prospectus or the U.S. Private Placement Memorandum or otherwise without the written approval of the REIT, acting reasonably;
2.5 provided that they are satisfied, in their sole discretion that it is responsible for them to do so, they will execute and deliver to the REIT the certificates required to be executed by the Underwriters under applicable Securities Laws in connection with the Prospectus; and
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2.6 the obligations of the Underwriters under this Agreement are several and not joint and several, and no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Section 3 Covenants of the REIT.

3.1 The REIT covenants and agrees with the Underwriters that:
3.1.1 the Purchased Units and the Over-Allotment Units, if any, will be duly and validly authorized and issued on the payment therefor and such Purchased Units and Over-Allotment Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Prospectus;
3.1.2 it will prepare and file the Prospectus Supplement in the English and French languages in form and substance satisfactory to the Underwriters (such satisfaction to be evidenced by the signing of the Prospectus Supplement by the Underwriters) and all other documents (including the Marketing Materials) required under applicable Securities Laws with the Securities Commissions under the Securities Laws in each of the Qualifying Jurisdictions by not later than date hereof;
3.1.3 it shall fulfill to the satisfaction of the Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities to be offered for sale and sold (i) to the public in each Qualifying Jurisdiction by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions and (ii) in the United States in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws to Qualified Institutional Buyers in accordance with Rule 144A of the U.S. Securities Act; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, as soon as possible following the execution and delivery of this Agreement, and, in any event, not later than the date hereof, the preparation and filing of the Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters (such satisfaction to be evidenced by the signing of the Prospectus Supplement by the Underwriters) in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws;
3.1.4 until the completion of the distribution of the Offered Securities, it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement, any Amendments thereto and the U.S. Private Placement Memorandum and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Prospectus or the U.S. Private Placement Memorandum and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction;
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3.1.5 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Prospectus Supplement to the date of completion of distribution of the Offered Securities, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or of any change in any material fact contained or referred to in the Prospectus or in the U.S. Private Placement Memorandum (as applicable), and of the existence of any material fact which is, or may be, of such a nature as to render the Prospectus or the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions (and any applicable U.S. Securities Laws) as a result of such change. It shall, in good faith, first discuss with the Joint Bookrunners any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1.5 and, in any event, prior to making any filing referred to in this paragraph 3.1.5. For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Prospectus Supplement to the date of completion of the distribution of the Offered Securities, if the Underwriters reasonably determine, after consultation with the REIT, 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 in the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will:

3.1.5.1 prepare and file promptly any Amendment which in its opinion, acting reasonably, may be necessary or advisable, after consultation with and input from the Underwriters;

3.1.5.2 contemporaneously with filing any Amendment under the applicable laws of the Qualifying Jurisdictions, deliver to the Underwriters:

3.1.5.2.1 a copy of the Amendment, signed as required by the Securities Laws;
3.1.5.2.2 a copy of all documents relating to the proposed distribution of the Offered Securities and filed with the Amendment under the applicable Securities Laws; and
3.1.5.2.3 such other documents as the Underwriters shall reasonably require, including, without limitation, a revised U.S. Private Placement Memorandum;
3.1.6 it will ensure that, when issued, the Purchased Units and the Over-Allotment Units issuable hereunder will be conditionally approved for listing on the Stock Exchange, subject only to compliance with Standard Listing Conditions;
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3.1.7 it is, or will be at the time of filing the Prospectus Supplement, a “reporting issuer” in each of the provinces and territories of Canada within the meaning of applicable Securities Laws in such provinces and territories and is not in default of any requirement of applicable Securities Laws in any material respect and shall use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default and to maintain the listing of the REIT Units on the Stock Exchange, to the date which is two years following the Closing Date; provided that this covenant shall not prevent the REIT from (i) entering into a support agreement, arrangement agreement, amalgamation agreement or other similar agreement in respect of a take-over bid, merger, amalgamation, tender offer, recapitalization, scheme of arrangement or share exchange, or (ii) completing any transaction which would result in the REIT ceasing to be a reporting issuer and/or listed on the Stock Exchange, in each case so long as the holders of REIT Units receive securities of an entity which is listed on a recognized Canadian stock exchange or the holders of REIT Units have approved the transaction (by way of vote or by tender to a take-over bid of more than 50% of the outstanding REIT Units), in accordance with applicable Securities Laws;
3.1.8 subject to compliance by the Trustees and officers of the REIT with their fiduciary duties, it will use its commercially reasonable best efforts to complete the Acquisitions as contemplated in the Prospectus as soon as commercially practicable on or after the Closing Date;
3.1.9 the REIT agrees to approve, file and deliver, as applicable and in a timely manner, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements ) the Joint Bookrunners may propose to use in connection with the Offering, and, if applicable, include in, or incorporate by reference such materials into, the Prospectus, all as contemplated by and in accordance with NI 44-101 and NI 44-102;
3.1.10 the REIT will not, without the prior written consent of the Joint Bookrunners, such consent not to be unreasonably withheld or delayed, (i) take or authorize any action which would have the effect of causing a material change in the business or affairs of the REIT prior to the completion of the distribution of the Offered Securities, other than with respect to the proposed Acquisitions, which will be disclosed in the Prospectus Supplement, or (ii) make any distributions for which the record date is prior to the Closing Date, other than the REIT’s regular monthly distributions to Unitholders (and indirectly to holders of Class B LP Units through PRO REIT Limited Partnership) in an amount not to exceed $0.0375 per REIT Unit; and
3.1.11 other than the Offered Securities, the REIT agrees, until the date which is 90 days after the Closing Date, that it shall not without the consent of the Joint Bookrunners, on behalf of the Underwriters, whose consent shall not be unreasonably withheld or delayed, issue or sell, agree to issue or sell, or announce an intention to issue or sell any additional REIT Units or any securities convertible into or exchangeable for the REIT Units, except: (i) as part of the Concurrent Private Placement; (ii) as consideration, or partial consideration, payable to the vendor(s) in connection with the acquisition of real property; (iii) for purposes of trustees’, officers’ or employee compensation plans; (iv) to satisfy existing convertible, exercisable or exchangeable securities of the REIT outstanding as at September 27, 2021; or (v)
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pursuant to the REIT’s distribution reinvestment plan or pursuant to rights issued under the REIT’s Rights Plan (as defined in the AIF).

3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of:
3.2.1 any request of any Securities Commission for any amendment to the Prospectus or for any additional information in connection with the Offering;
3.2.2 the issuance by any Securities Commission, the Stock Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; and
3.2.3 any notice or other correspondence received by any of them from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of them or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering.
3.3 The REIT will apply the net proceeds from the issue and sale of the Offered Securities and the Concurrent Private Placement substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.

Section 4 Deliveries.

The REIT shall cause to be delivered to the Underwriters:

4.1 contemporaneously with the filing thereof (other than the Final Base Shelf Prospectus which has been previously filed) with the Securities Commissions in each of the Qualifying Jurisdictions, copies in the English language and in the French language of the Prospectus and any Amendment, a copy of any other document required to be filed (in the English or French language, as applicable) by the REIT under the Securities Laws in connection therewith together with copies of the U.S. Private Placement Memorandum (as applicable), in each case, signed, where applicable, as required by the Securities Laws;
4.2 at the time of the delivery to the Underwriters pursuant to this Section 4 of the Prospectus (and, in the case of paragraph 4.2.1 and paragraph 4.2.2 only, the Prospectus) or any Amendment, in each case, in the French language:
4.2.1 an opinion of the REIT’s counsel in Québec, dated the date of such document, and reasonably acceptable in form and substance to the Underwriters’ counsel, that except for the Financial Statements, the management’s discussion and analysis relating to the Financial Statements, Auditor’s reports and consents, pro forma financial statements and notes, table of contents and index thereto, summary and selected financial information, pro-forma capitalization and other numerical data (collectively the “ Financial Information ”) contained or incorporated by reference
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in such document, the document in the French language in all material respects is a complete and proper translation of the English version thereof;

4.2.2 an opinion of the Auditor, dated the date of such document, and reasonably acceptable in form and substance to the Underwriters’ counsel, that the Financial Information filed in the French language by the REIT under the Securities Laws in connection with such document and contained or incorporated by reference in such document in all material respects is a complete and proper translation of the English version thereof; and
4.2.3 evidence satisfactory to the Underwriters of the acceptance of the listing and posting for trading on the Stock Exchange of the Purchased Units and OverAllotment Units subject only to satisfaction by the REIT of the conditions imposed by the Stock Exchange in the letters of the Stock Exchange granting conditional listing acceptance (the “ Standard Listing Conditions ”);
4.3 at the Closing Time, the Over-Allotment Closing Time and at the time of the delivery to the Underwriters pursuant to this Section 4 of the Prospectus or any Amendment, one or more comfort letters (it being understood that bring-down comfort letters delivered at the Closing Time and the Over-Allotment Closing Time will be acceptable) of the Auditor dated the Closing Date, Over-Allotment Closing Date or the date of the Prospectus or Amendment, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters’ counsel, relating to the Financial Information contained in the Prospectus or Amendment, as the case may be, and matters involving changes or developments since the respective dates of which the Financial Information is given to a date not more than two Business Days prior to the date of such letter, which letter shall be in addition to any Auditor’s report in or incorporated by reference in the Prospectus or any Amendment;
4.4 without charge, at those delivery points in the Qualifying Jurisdictions as the Underwriters may reasonably request, as soon as possible and in any event to the City of Toronto no later than 12:00 p.m. (local time) on the first Business Day, and to other cities no later than 12:00 p.m. (local time) on the second Business Day after the filing of the Prospectus Supplement, as applicable, and thereafter from time to time during the distribution of the Offered Securities, as many commercial copies of the Prospectus, in the English language and French language as the Underwriters may reasonably request. The REIT shall similarly cause to be delivered commercial copies of any Amendment in the English and French languages, but only to the extent that, under applicable Securities Laws, copies thereof may be required to be delivered to purchasers or prospective purchasers of the Offered Securities. The REIT will similarly cause to be delivered to the Underwriters without charge, at those delivery points as the Underwriters may reasonably request, as many commercial copies of the U.S. Private Placement Memorandum (if one has been prepared) as the Underwriters may reasonably request. The REIT has previously delivered to the Underwriters copies of the Prospectus in the English and French languages, as approved, signed and certified as required by the Securities Laws; and
4.5 during the period commencing on the date hereof and ending on the date of completion of the distribution of the Offered Securities, the REIT will promptly provide to the Joint Bookrunners and their counsel drafts of any press release of the REIT relating to the REIT, the Offering or the Acquisitions, for review and approval by the Joint Bookrunners and their counsel, such approval not to be unreasonably withheld, prior to issuance.
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Section 5 Representations and Warranties - Prospectus.

5.1 The delivery to the Underwriters of the documents referred to in paragraph 4.1 and paragraph 4.4 hereof shall constitute the representation and warranty of the REIT to the Underwriters that each such document at the time of its respective delivery fully complied with the requirements of the Securities Laws (and applicable U.S. Securities Laws) pursuant to which it was or is prepared, and, as applicable, filed and that all the information and statements contained therein (except for information and statements relating solely to Underwriters’ Disclosure) are at the respective dates thereof, true and correct in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the REIT and its subsidiaries, taken together, and the Offered Securities as required by applicable Securities Laws and, as applicable, U.S. Securities Laws. For greater certainty, the REIT makes no representation or warranty with respect to information, statements or omissions relating solely to the Underwriters’ Disclosure.
5.2 The REIT consents to the use by the Underwriters of the documents referred to in paragraph 4.1 and paragraph 4.4 hereof in connection with the distribution of the Offered Securities in the Qualifying Jurisdictions or the private placement of the Offered Securities in the United States in compliance with the provisions of this Agreement, including Schedule B hereto.

Section 6 Representations and Warranties - General.

6.1 The REIT represents and warrants to the Underwriters, and acknowledges that each Underwriter is relying upon such representations and warranties, that:
6.1.1 the REIT has been constituted as a trust under the laws of the Province of Ontario and has not been terminated. Pursuant to the Declaration of Trust, the Trustees have been appointed as the trustees of the REIT and have the power and authority to carry on its business and activities and to indirectly own or lease and to indirectly operate its properties, assets and related business and operations, and to execute, deliver and carry out its obligations hereunder and under the other Material Agreements to which it is a party;
6.1.2 each of the REIT Entities is a corporation or partnership incorporated or created and existing and, in respect of each such corporation only, is incorporated and existing under the laws of its jurisdiction of incorporation, and each such REIT Entity has the corporate or equivalent power and authority to carry on its business or activities and to own or lease and to operate its assets and to execute, deliver and carry out its obligations under the Material Agreements to which it is a party;
6.1.3 the REIT is, directly or indirectly, the beneficial owner of all the outstanding equity securities of the REIT Entities other than the Class B LP Units;
6.1.4 the REIT Entities listed in Schedule A hereof are the only subsidiaries of the REIT for which, as at December 31, 2020, (i) the total assets of such subsidiary exceeded 10% of the consolidated assets of the REIT, and (ii) the revenue of such subsidiary exceeded 10% of the consolidated revenue of the REIT;
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6.1.5 immediately following the Closing Time and the completion of the transactions contemplated in the Prospectus, all securities of the REIT Entities (excluding the Class B LP Units) will be held by their respective holders, free and clear of all liens, charges, encumbrances and any other rights of others;
6.1.6 immediately following the Closing Time, there will be 57,653,706 REIT Units and 1,479,524 Special Voting Units issued and outstanding (assuming completion of the Concurrent Private Placement, no exercise of the Over-Allotment Option and excluding REIT Units issuable under the REIT’s distribution reinvestment plan);
6.1.7 other than as disclosed in the Prospectus, there is no agreement to which the REIT or any REIT Entity or any of their affiliates or associates is a party in force or effect which in any manner affects or will affect the voting or control of any of the securities of the REIT or the REIT Entities;
6.1.8 the REIT is a “reporting issuer” or the equivalent not in default under the Securities Laws of each of the Qualifying Jurisdictions;
6.1.9 the REIT is eligible to file a short form prospectus in each of the Qualifying Jurisdictions, there are no reports or information that, in accordance with the requirements of the Securities Laws, must be made publicly available in connection with the Offering as at the date hereof that have not been made publicly available, and the REIT is eligible to file the Prospectus in accordance with the Shelf Procedures;
6.1.10 the REIT is a “mutual fund trust” as such term is used in the Tax Act, and, to the Knowledge of the REIT, no circumstances exist which could jeopardize any such status;
6.1.11 the REIT currently qualifies as a “real estate investment trust” as defined in subsection 122.1(1) of the Tax Act and has no reasonable grounds to believe that it will not continue to so qualify throughout 2021 and subsequent taxation years;
6.1.12 each of the REIT and the REIT Entities has conducted and is conducting its affairs or business as contemplated in the Prospectus in compliance in all material respects with all applicable Laws and is licensed, registered or qualified and has all necessary permits in all jurisdictions in which it carries on its affairs or business to enable its affairs or business to be conducted as contemplated in the Prospectus, to be carried on and to enable it to own or lease and operate its property and assets, except where the failure to so conduct its affairs or business or obtain, maintain or keep valid any licence, representations, qualifications or permits could not reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole), and all such licences, registrations, qualifications and permits are valid and existing and in good standing except where the failure to so conduct its affairs or business or obtain, maintain or keep valid any such licence, registrations, qualifications or permits could not reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise) or results of operations or prospects of the REIT and the REIT Entities (taken as a whole), and none of them contains any term, provision, condition or limitation which has or
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could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole);

6.1.13 to the Knowledge of the REIT, there is no legislation, regulation, by-law or other lawful requirement currently in force or proposed to be brought into force by any Governmental Authority with which the REIT or the REIT Entities will be unable to comply and/or which could reasonably be expected to materially and adversely affect the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole); no written notice has been received by the REIT or any REIT Entity of any pending or, to the Knowledge of the REIT, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, non-compliances or violations, investigations or proceeding relating to the actual or alleged breach of any licences, permits, legislation, regulations, by-laws or other requirements to which the REIT or any REIT Entity is or will be subject which could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole);
6.1.14 the forward-looking statements (as such forward-looking statements are described in the Final Base Shelf Prospectus under the heading “Forward-Looking Statements” and the Prospectus Supplement under the heading “Notice Regarding Forward-Looking Statements”) included in the Prospectus are based on or derived from sources which the REIT believes to be reliable and accurate or represent the REIT’s good faith estimates;
6.1.15 the REIT has not filed a material change report on a confidential basis that has not been made public;
6.1.16 the REIT has not made any significant acquisition as such term is defined in Part 8 of NI 51-102 in its current financial year or prior financial years in respect of which historical and/or pro forma financial statements or other information would be required to be included or incorporated by reference into the Prospectus and for which a business acquisition report has not been filed under NI 51-102, the REIT has not entered into any agreement or arrangement in respect of a transaction that would be a significant acquisition for purposes of Part 8 of NI 51-102 and there are no proposed acquisitions by the REIT that have progressed to the state where a reasonable person would believe that the likelihood of the REIT completing the acquisition is high and would be a significant acquisition for the purposes of Part 8 of NI 51-102 if completed as of the date of the Prospectus;
6.1.17 there is no publicly undisclosed material change or material fact relating to the REIT;
6.1.18 to the Knowledge of the REIT, there are no facts, events or circumstances that might reasonably be expected to form the basis of a governmental order for cleanup or remediation, investigation, monitoring, demolition, restriction of use or development or other response action, nor is there any action, suit or proceeding by any private party or governmental body or agency, with respect to any of the assets, business, operations or financial condition of the REIT and the REIT
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Entities (taken as a whole), against or affecting the REIT or any REIT Entity or with respect to the Current Properties relating to the presence or release of Hazardous Substances and/or the actual or alleged breach of any Environmental Laws that if enforced would have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise) or results of operations or prospects of the REIT and the REIT Entities (taken as a whole);

6.1.19 neither the REIT, a REIT Entity nor, to the REIT’s Knowledge, any vendor of, or tenant in, any Pro Forma Property has filed any notice or report pursuant to any Environmental Law or otherwise indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill, release or discharge of Hazardous Substance into the Environment involving any of the Pro Forma Properties other than those which have been fully remediated (or otherwise addressed) in accordance with all applicable Environmental Laws or would not otherwise have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise) or results of operations or prospects of the REIT and the REIT Entities (taken as a whole);
6.1.20 to the Knowledge of the REIT, except in material compliance with Environmental Laws, none of the Pro Forma Properties has been used as a waste storage site or a waste disposal site or has been used to operate a waste management system or business;
6.1.21 to the Knowledge of the REIT, neither the REIT nor any REIT Entity has, or following completion of the Acquisitions, will have, any contingent liability in connection with any spill, discharge or release of any Hazardous Substance on or into the Environment in connection with any of the Pro Forma Properties, except for any such contingent liability which could not reasonably be expected to have a material adverse effect on the value or use of the Pro Forma Properties;
6.1.22 all of the Current Properties and the buildings constructed thereon are, and each of the Acquisition Properties and the buildings thereon will be upon the closing of the applicable Acquisition, insured against all loss from damage by hazards or risks normally insured against for properties and buildings of a similar type and usage, with reasonable deductibles;
6.1.23 insurance coverage against such risks and in such amounts as are reasonable for prudent owners of businesses similar to that to be carried on, directly and indirectly, by the REIT, has been arranged with responsible insurers and that coverage will be in full force and effect as of the Closing Time; none of the REIT or any of the REIT Entity, or to the Knowledge of the REIT, any of the tenants of the Pro Forma Properties, is in default with respect to any of the provisions contained in policies of insurance of the REIT or the Pro Forma Properties or has failed to give any notice or pay any premium or present any claim under any such insurance policy that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole);
6.1.24 other than the LTIP, there are no Employee Plans in place for the REIT or any of the REIT Entities;
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6.1.25 the REIT has conducted and is conducting its business and affairs in compliance in all material respects with the terms and provisions of the Declaration of Trust;
6.1.26 the Pro Forma Properties and, to the Knowledge of the REIT, the business conducted thereat are not experiencing any significant difficulties that are operational in nature which could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole);
6.1.27 (i) each of the Pro Forma Properties is, or will be, following the closing of the Acquisitions, beneficially owned 100%, directly or indirectly, by the REIT or PRO REIT Limited Partnership; (ii) there are and will be, following the closing of the Acquisitions, no co-ownership or joint venture arrangements in place with respect to the Pro Forma Properties or other options to purchase a Pro Forma Property in favour of third parties with respect to any of the Pro Forma Properties other than previously waived rights of first offer or rights of first refusal; (iii) registered title to each of the Pro Forma Properties is, or will be, following the closing of the Acquisitions, held by one or more legal entities which are 100% owned and controlled, directly or indirectly, by PRO REIT Limited Partnership, and each of such underlying entities will hold the applicable property solely on behalf of a legal entity which is 100% owned and controlled, directly or indirectly, by PRO REIT Limited Partnership, and (iv) the applicable entity has or will have, following closing of the Acquisitions, good and marketable title in fee simple (or the equivalent under Québec law) to each Pro Forma Property, subject only to encumbrances publicly disclosed by the REIT or set forth in the Prospectus or that do not materially and adversely affect the value, use or operation of the Pro Forma Properties;
6.1.28 all agreements to lease, leases or other rights (including licences, concessions or occupancy agreements, but excluding rights in the nature of easements) (collectively, the “ Leases ”) granted by or on behalf of, or which bind, the REIT and/or the REIT Entities which are material to the REIT and which entitle any Person to possess or occupy any space within any of the Pro Forma Properties: (i) are in good standing and the parties thereto are not in default of their obligations thereunder, except in each case, any breach or default which could not reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole); and (ii) have not, and nor have the rents payable thereunder, been assigned or otherwise encumbered by the REIT other than in connection with mortgages relating to the Pro Forma Properties;
6.1.29 the REIT has not received written notice of any proceeding with respect to or in connection with the expropriation or rezoning of any of the Pro Forma Properties or any part thereof or with respect to any actual or threatened suit, claim, action, arbitration or other litigation proceeding against the Pro Forma Properties, and to the REIT’s Knowledge there is no judgment, decree, injunction or order of any court, administrative tribunal or regulatory body against the Pro Forma Properties;
6.1.30 true copies of the Acquisition Agreements along with any amendments relating thereto as of the date hereof have been provided to the Underwriters or their counsel and none of the Acquisition Agreements have been terminated and other
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than as disclosed in writing to the Joint Bookrunners or their counsel, no terms and conditions thereof have been waived;

6.1.31 the representations and warranties of the REIT or the REIT Entities in the Acquisition Agreements are true and correct in all material respects or in all respects if already qualified by materiality and the Underwriters shall be entitled to rely on such representations and warranties as if set out herein;
6.1.32 the REIT does not have any reason to believe that the representations and warranties of the Vendors in the Acquisition Agreements are not true and correct or that the Vendors are in breach of any covenants in the Acquisition Agreements;
6.1.33 each of the Material Agreements described in the Prospectus conforms or will conform on the date that it is entered into and until the completion of the transactions contemplated in the Prospectus, as applicable, with the description thereof in the Prospectus in all material respects;
6.1.34 none of the REIT or the REIT Entities is in default or in breach of, and the execution and delivery of the Material Agreements to which the REIT or a REIT Entity is a party, the performance and compliance with the terms of this Agreement and the other Material Agreements, and the issue and sale of the Offered Securities, will not result in any breach of, or be in conflict with or constitute a default under, any term or provision of the Declaration of Trust or any material mortgage, note, indenture, contract, agreement, instrument, lease, license, permit or other document to which the REIT or any of the REIT Entities is a party or by which the REIT or any of the REIT Entities or their property is bound or any judgment, decree, order, statute, rule or regulation applicable to the REIT or any of the REIT Entities;
6.1.35 any and all material agreements (including the Material Agreements) pursuant to which the REIT or the REIT Entities carry on, directly or indirectly, their business are or will be on the date that they are entered into, as applicable, valid and subsisting agreements in full force and effect, 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 by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws; other than as disclosed in the Prospectus, all mortgages against the Current Properties and related assets are in good standing and there is no default under any such mortgages and, immediately following the Closing Time, all such mortgages will be in good standing and there will be no default under any such mortgages, and all realty, property or other taxes required to be paid with respect to such assets have been paid; the Credit Facility is in good standing and there is no default thereunder and, immediately following the Closing Time, such agreement will be in good standing and there will be no default under such agreement, and such agreement will be valid and subsisting agreements in full force and effect, enforceable in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws;
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6.1.36 the operations of the REIT 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 Authority to which they are subject, including without limitation, 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 the REIT with respect to the Anti-Money Laundering Laws is pending;
6.1.37 neither the REIT nor any trustee, officer, agent, employee, or other person acting on behalf of the REIT, has: (i) used any 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 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;
6.1.38 the REIT maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, and (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
6.1.39 there is (i) no litigation or governmental or other proceeding or investigation at law or in equity before any court or before or by any federal, provincial, state, municipal, local or other governmental or public department, commission, board, bureau, agency, instrumentality or body, domestic or foreign, any subdivision or authority of any of the foregoing or any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (collectively, “ Governmental Authority ”), pending or, to the Knowledge of the REIT, threatened (and the REIT does not know of any reasonable basis therefor) against, or involving the assets, properties or business of, the REIT or the REIT Entities; or (ii) no matter under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by any such authority in respect of the REIT, any REIT Entity or the Current Properties, or to the Knowledge of the REIT, the Acquisition Properties, which, if determined adversely, could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole);
6.1.40 other than the REIT, there is no Person that is or will be entitled to demand the proceeds of the Offering under the terms of any debt instrument, material agreement, contract or otherwise;
6.1.41 pursuant to the Declaration of Trust, the Trustees have the requisite power and authority to: (i) enter into this Agreement; (ii) issue and deliver the Offered Securities in accordance with the provisions of this Agreement; and (iii) carry out
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all the terms and provisions of this Agreement and the other Material Agreements to which the REIT is a party;

6.1.42 the REIT is not required by applicable Law, Stock Exchange requirements or its Declaration of Trust to obtain the approval of the Unitholders in order to issue the Offered Securities;
6.1.43 all necessary action has been taken in accordance with the provisions of the Declaration of Trust to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
6.1.44 this Agreement has been duly executed and delivered by the REIT (or by one or more officers on behalf of the Trustees, in their capacity as trustees of the REIT), and constitutes a legal, valid and binding obligation of the REIT, enforceable in accordance with its terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity where equitable remedies are sought and except as rights to indemnity and contribution may be limited by applicable laws;
6.1.45 the REIT has the necessary personnel, office, equipment, software, organization, professional qualifications, permits, expertise and financial where-with-all to professionally, prudently and competently carry out the duties and responsibilities required to run its business as presently conducted;
6.1.46 the REIT is authorized to issue an unlimited number of REIT Units and Special Voting Units, of which, as of the date hereof, there are 46,807,962 REIT Units and 1,479,524 Special Voting Units issued and outstanding;
6.1.47 the REIT and the REIT Entities have obtained or will, on or prior to the Closing Time or, with respect to the Acquisition Properties, prior to the time of closing of the applicable Acquisition, have obtained all required third party consents under the respective material contracts to which any of them is a party and all consents of Governmental Authorities, in each case, as required in connection with the offering and sale of the Offered Securities and the Acquisitions;
6.1.48 the issued and outstanding REIT Units are listed and posted for trading on the Stock Exchange and the REIT has applied to the Stock Exchange for the listing of the Purchased Units and Over-Allotment Units on the Stock Exchange;
6.1.49 none of the Securities Commissions, the Stock Exchange or other regulatory authority has issued any order or ruling having the effect of suspending or ceasing the trading of the Offered Securities or REIT Units;
6.1.50 except as disclosed in the Prospectus, none of the REIT Entities has securities outstanding which are convertible into or exchangeable or exercisable for REIT Units or Special Voting Units and there are no outstanding options on or rights to subscribe for any of the unissued REIT Units or Special Voting Units;
6.1.51 except as disclosed in the Prospectus, no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable
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of becoming such under which the REIT or any REIT Entity is, or may become, obligated to issue any of its securities or for the purchase of any security of the REIT or a REIT Entity or for the purchase of any of the Current Properties, or, to the Knowledge of the REIT, any Acquisitions Properties, or an interest therein;

6.1.52 the Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with prior periods (except as disclosed in such Financial Statements) and Securities Laws and present fairly in all material respects the consolidated financial position of the REIT as at their respective dates;
6.1.53 the Auditor is independent with respect to the REIT, as required by applicable Securities Laws;
6.1.54 there has not been any “reportable event” (within the meaning of NI 51-102) with the Auditor since the respective dates of formation or incorporation, as the case may be, of the REIT or the REIT Entities;
6.1.55 the REIT has filed all tax returns, including any elections and designations required by or referred to in any such tax return, which were required to be filed by it with any Governmental Authority prior to the date hereof. All tax returns filed by the REIT are accurate and complete in all material respects;
6.1.56 there are no outstanding audits or reviews by a Governmental Authority of any of the tax returns of the REIT or any REIT Entity;
6.1.57 the minute books of the REIT contain complete and accurate minutes of all meetings of the Trustees and Unitholders held since its inception;

6.1.58 other than as disclosed in the Prospectus, since December 31, 2020:

6.1.58.1 no material capital expenditures or commitments therefor have been made by the REIT or any of the REIT Entities nor are any such expenditures currently contemplated;

6.1.58.2 neither the REIT nor any REIT Entity has incurred any material obligation or liability, direct, contingent or otherwise; and

6.1.58.3 no transactions of a nature material to the REIT and the REIT Entities (taken as a whole) have been entered into or approved by any REIT Entity;

6.1.59 to the REIT’s knowledge, the Prospectus accurately discloses the material impacts of the novel coronavirus disease outbreak (the “ COVID-19 Outbreak ”) on the REIT and the REIT Entities. Except as mandated by an applicable Governmental Authority, as at the date of this Agreement, there has been no suspension of the operations of the REIT Entities as a result of the COVID-19 Outbreak and any rent deferrals or reductions offered to tenants of a REIT Entity have not had a material adverse effect on the REIT or any of the REIT Entities. The REIT has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations and has put appropriate control measures in place to minimize the risk to the wellness of all of its employees where the REIT and the REIT Entities operate while continuing to operate.
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6.1.60 the documents comprising the REIT’s Public Record (i) did not at the time filed with the Securities Commissions contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and (ii) included all documents required to be filed in accordance with applicable Securities Laws with the Securities Commissions and the Stock Exchange and complied in all material respects with applicable Securities Laws;
6.1.61 the Purchased Units and the Over-Allotment Units to be issued as described herein and in the Prospectus will, when issued, delivered and paid for in full, be validly issued as fully paid REIT Units, and will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities of the REIT or any REIT Entity;
6.1.62 other than as disclosed in the Prospectus, as of the date hereof, neither the REIT nor its agents acting on its behalf, have approved or entered into any agreement in respect of the purchase of any real property or the sale, transfer or other disposition of any real property owned, directly or indirectly, by the REIT, whether by asset sale, transfer of shares, or otherwise;
6.1.63 there is no legal or governmental action, proceeding or investigation pending or, to the Knowledge of the REIT, threatened, which would question the validity of the issuance or sale of the Offered Securities or the validity of any action taken or to be taken by the REIT in connection with this Agreement;
6.1.64 except as contemplated hereby, as disclosed in the Prospectus, or any mortgage brokers fees or fees payable to real estate brokers in respect of properties held for sale, there is no person acting or purporting to act at the request of the REIT or any of the REIT Entities who is entitled to any brokerage or agency fee in connection with the transactions contemplated by the Prospectus;
6.1.65 TSX Trust Company has been duly appointed as the registrar and transfer agent of the REIT with respect to its REIT Units;
6.1.66 except as disclosed in the Prospectus, since January 1, 2019, none of the Trustees, directors, officers or employees of the REIT or any of the REIT Entities, or any affiliate or associate of any of the foregoing, had or has any material interest, direct or indirect, in any material transaction or any proposed material transaction with the REIT or the REIT Entities.
6.2 The REIT hereby acknowledges and agrees that its representations and warranties contained in Schedule B hereto are hereby incorporated by reference herein and made a part hereof and hereby acknowledge that each Underwriter is relying upon such representations and warranties.

Section 7 Closing of the Offering.

7.1 The closing of the purchase and sale of the Purchased Units provided for in this Agreement shall be completed at the offices of Osler, Hoskin & Harcourt LLP, Suite 2100, 1000 De La Gauchetière Street West, Montréal, Québec, H3B 4W5, at the Closing Time.
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7.2 The following are conditions precedent to the obligations of the Underwriters under this Agreement, which conditions may be waived in writing in whole or in part by the Joint Bookrunners on behalf of the Underwriters:
7.2.1 receipt by the Underwriters of the following documents:

7.2.1.1 a favourable legal opinion, subject to the assumptions and qualifications satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and dated the Closing Date, from the REIT’s counsel, Osler, Hoskin & Harcourt LLP, with respect to all such matters as the Underwriters may reasonably request, including, without limiting the generality of the foregoing:

7.2.1.1.1 the constitution of the REIT as a trust under the laws of the Province of Ontario that has not been terminated;
7.2.1.1.2 the power and capacity of the REIT pursuant to the Declaration of Trust to own and lease property and assets and carry out the transactions contemplated by the Prospectus and its ability to execute, deliver and perform its obligations under this Agreement;
7.2.1.1.3 the authorization, issue and sale of the Purchased Units and Over-Allotment Units, if any;
7.2.1.1.4 that, upon the REIT receiving payment of the purchase price for the Purchased Units and the Over-Allotment Units, such REIT Units will be outstanding as fully paid REIT Units;
7.2.1.1.5 that the attributes of the Offered Securities, REIT Units, the Class B LP Units and Special Voting Units are consistent in all material respects with the descriptions thereof in the Prospectus and comply with the Declaration of Trust;
7.2.1.1.6 as to the authorized capital of the REIT;
7.2.1.1.7 that the Purchased Units and the Over-Allotment Units have been conditionally accepted for listing by the Stock Exchange, subject to the fulfillment of the Standard Listing Conditions;
7.2.1.1.8 as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the distribution of the Offered Securities;
7.2.1.1.9 the enforceability of this Agreement;
7.2.1.1.10 the statements made under the heading “Eligibility for Investment” in the Prospectus, subject to the qualifications, assumptions, limitations and understandings set out therein; confirming its opinions under the heading “Certain Canadian Federal Income Tax Considerations” in the Prospectus,
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subject to the qualifications, assumptions, limitations and understandings set out therein; and

7.2.1.1.11 that all documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the REIT to qualify the Offered Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through persons or companies who are duly registered in an appropriate category of dealer registration under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable laws and the terms of their registration,

it is understood that such counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than Canada and the Provinces of Ontario, Alberta, British Columbia and Québec, or alternatively stand-alone opinions from local counsel in such jurisdictions acceptable to the Underwriters, and may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of an officer of the REIT;

7.2.1.2 in the event that one or more United States Purchasers has agreed to purchase Offered Securities, a favourable legal opinion, dated the Closing Date or the Over-Allotment Closing Time, as applicable, from Osler, Hoskin & Harcourt LLP, the REIT’s United States securities counsel and 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 and sale of the Offered Securities to United States Purchasers to register the Offered Securities under the U.S. Securities Act, it being understood that no opinion is expressed as to any resales of any Offered Securities. In providing the foregoing opinion, such counsel may rely upon the covenants, representations and warranties of the REIT and the Underwriters set forth in this Agreement and Schedule B, and upon the covenants, representations and warranties of any United States Purchasers;

7.2.1.3 a favourable legal opinion of counsel to each REIT Entity, subject to assumptions and qualifications satisfactory to the Underwriters, acting reasonably, dated the Closing Date, as to its authorized and issued capital and registered owner(s) thereof, that each of them is validly subsisting under the laws of its applicable jurisdiction of incorporation or formation, as applicable, that, as applicable, it has the power and capacity to own the Current Properties owned by it and carry out the transactions contemplated by the Prospectus;

7.2.1.4 a certificate or certificates, dated the Closing Date and signed by the chief executive officer and the chief financial officer of the REIT, or such other officers of the REIT as may be acceptable to the Underwriters, certifying on behalf of the REIT, without personal liability:

(i) that the REIT has complied with all terms and conditions of this Agreement to be complied with thereby at or prior to the Closing Time;
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(ii) that the representations and warranties of the REIT contained herein are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;
(iii) that no order, ruling or determination having the effect of ceasing or suspending trading in the Offered Securities or REIT Units has been issued and no proceedings for such purpose are pending or, to the best of the knowledge, information and belief of the persons signing such certificate, are contemplated or threatened;
(iv) since the date of the Prospectus and any Amendment there has been no material adverse change, financial or otherwise, in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the REIT and the REIT Entities (taken as a whole), or any development involving a prospective material adverse change, financial or otherwise, in the business affairs, operations, assets, liabilities (contingent or otherwise) on capital of the REIT and the REIT Entities (taken as a whole), from that disclosed in the Prospectus or any Amendment, as the case may be (as they existed at the time of filing);
(v) since the date of this Agreement, no transaction or agreement has been entered into by the REIT or any REIT Entity which is material to the REIT and the REIT Entities (taken as a whole) other than as described in the Prospectus or any Amendment;
(vi) the Concurrent Private Placement has been completed in escrow subject only to completion of the Offering; and
(vii) that the REIT currently qualifies as a unit trust and mutual fund trust for purposes of the Tax Act;

7.2.1.5 the comfort letter from the Auditor required to be delivered at the Closing Time pursuant to paragraph 4.3;

7.2.1.6 evidence satisfactory to the Underwriters that the REIT has obtained all necessary approvals for the listing of the Purchased Units and the Over-Allotment Units on the Stock Exchange subject only to the Standard Listing Conditions;

7.2.1.7 evidence satisfactory to the Underwriters that the Trustees have authorized and approved this Agreement and all matters relating thereto, and have authorized and approved the issuance of the Offered Securities and all matters relating thereto; and

7.2.1.8 one or more global certificates representing the Purchased Units registered in the name of CDS & Co. or its nominee, or in such name or names as the Joint Bookrunners or the Underwriters may direct (or its equivalent in the noncertificated inventory system of the REIT’s registrar and transfer agent), against payment to the REIT, or as the REIT may direct, of the Purchase Price net of the

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Underwriting Fee and expenses of the Underwriters as contemplated in Section 9 hereof by wire transfer payable in Montreal;

all in form and substance satisfactory to the Underwriters, acting reasonably;

7.2.2 the Concurrent Private Placement shall be completed on the terms contemplated herein concurrent with the closing of the Offering; and
7.2.3 the Underwriters not having previously terminated their obligations pursuant to Section 10 of this Agreement.
7.3 It shall be a condition precedent to the REIT’s obligations to issue the Purchased Units that:
7.3.1 the Underwriters shall have delivered or caused to be delivered to the REIT a wire transfer representing the Purchase Price payable by the Underwriters for the Purchased Units, less the Underwriting Fee and the expenses of the Underwriters payable hereunder; and
7.3.2 the Underwriters shall have complied with the covenants and satisfied all terms and conditions herein contained to be complied with and satisfied by them at or prior to the Closing Time.
7.4 The Over-Allotment Option shall be exercisable, in whole or in part, at any time until the Over-Allotment Expiry Date. The Over-Allotment Option may be exercised by the Joint Bookrunners, on behalf of the Underwriters, by delivery of written notice to the REIT confirming the number of the Over-Allotment Units in respect of which the Over-Allotment Option is being exercised. Upon exercise of the Over-Allotment Option, the REIT shall become obligated to issue and sell (as necessary), and the Underwriters shall become severally obligated to purchase the total number of the Over-Allotment Units as to which the Underwriters are exercising the Over-Allotment Option in accordance with their respective percentages set out in paragraph 12.1. The Over-Allotment Option closing time (the “ Over-Allotment Closing Time ”) shall be determined by the Joint Bookrunners on behalf of the Underwriters but shall not be earlier than two Business Days or later than five Business Days after the exercise of the Over-Allotment Option and, in any event, shall not be earlier than the Closing Date.

If the Over-Allotment Option is exercised as to all or any portion of the Over-Allotment Units, one or more global certificates for such Over-Allotment Units (or their equivalent in the non-certificated inventory system of the REIT’s registrar and transfer agent), and payment therefor, shall be delivered at the Over-Allotment Closing Time in the manner, and upon the terms and conditions, set forth in paragraphs 7.1, 7.2.1.8 and 7.3.1 and except that reference therein to the Purchased Units and Closing Time shall be deemed, for the purposes of this Section 7, to refer to such Over-Allotment Units and OverAllotment Closing Time, respectively, as applicable, 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 Over-Allotment Units in respect of which the Over-Allotment Option is exercised multiplied by the price payable in respect thereof in accordance with the terms hereof, and the underwriting fee payable by the REIT to the Underwriters in respect of such exercise shall be equal to 4.0% of the gross proceeds resulting from the exercise of the Over-Allotment Option (such fee, also the “ Underwriting Fee ”).

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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 of the certificates referred to in paragraph 7.2.1.4 as of the Over-Allotment Closing Time as if references therein to the Closing Time were references to the Over-Allotment Closing Time, and such other certificates, or other documents and opinions in form and substance satisfactory to the Underwriters as they may reasonably request.

The obligation of the Underwriters to close the exercise of the Over-Allotment Option at the Over-Allotment Closing Time shall be conditional on the Underwriters not having previously terminated their obligations pursuant to Section 10 of this Agreement, with reference therein to “Closing Time” being deemed, for the purposes hereof, to refer to the Over-Allotment Closing Time.

It shall be a condition precedent to the REIT’s obligations to issue the Over-Allotment Units hereunder upon the exercise of the Over-Allotment Option at the Over-Allotment Closing Time that 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 Over-Allotment Closing Time.

Section 8 Indemnity.

8.1 The REIT shall indemnify and hold harmless each of the Underwriters and their respective affiliates, and each of their respective directors, officers, employees, and agents (collectively, the “ Indemnified Parties ”) to the fullest extent lawful, from and against all losses (other than losses of profit in connection with the distribution of the Offered Securities), claims, reasonable costs, reasonable expenses, actions, suits, proceedings, investigations, damages and liabilities (joint and several), including, without limitation, the reasonable fees and expenses of their counsel, all amounts paid to settle Claims (as defined below) if settled in accordance with the terms hereof or satisfy judgments or awards, and other reasonable out-of-pocket expenses incurred in investigating and defending any pending or threatened action, suit, proceeding, investigation or claim, including any Canadian federal goods and services tax and provincial sales tax exigible in respect of any of the foregoing (collectively, “ Losses ”) that may be made or threatened against any of the Indemnified Parties or in enforcing this indemnity (collectively, the “ Claims ”), to which any of the Indemnified Parties may become subject or otherwise involved in any capacity insofar as the Claims arise out of, result from, are based upon, or arise directly or indirectly by reason of:
8.1.1 any information or statement (except any information or statement relating to Underwriters’ Disclosure) contained in the Prospectus, any Amendment or the U.S. Private Placement Memorandum being or being alleged to be a misrepresentation or untrue, or an omission to state therein any information or statement (except any information or statement relating to the Underwriters’ Disclosure) required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which they were made; or
8.1.2 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 or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating solely to Underwriters’
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Disclosure) in the Prospectus, any Amendment or the U.S. Private Placement Memorandum (except any document or material delivered or filed solely by the Underwriters) preventing or restricting the trading in or the sale or distribution of the Offered Securities in any of the Qualifying Jurisdictions or the United States; or

8.1.3 any breach or default under any representation, warranty, covenant or agreement of the REIT in this Agreement or any other documents or certificates to be delivered pursuant hereto or the failure thereby to comply with any of its obligations hereunder or thereunder; or
8.1.4 the REIT failing to comply with any requirement of any Securities Laws relating to the offering of the Offered Securities, or the U.S. Securities Laws in relation to the private placement of Offered Securities in the United States, or any alleged breach by the REIT of any Securities Laws or U.S. Securities Laws relating to the Offering;

except that if and to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable determines that such Losses resulted solely from the gross negligence or wilful misconduct of the Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Indemnifying Party any funds advanced to the Indemnified Party in respect of such Losses and the indemnity provided for in this Section 8 shall cease to apply to such Indemnified Party in respect of such Losses. For greater certainty, the Indemnifying Party 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, any Amendment or the U.S. Private Placement Memorandum contained no misrepresentation shall, in and of itself, constitute “gross negligence” or “wilful misconduct” for purposes of this Section 8 or otherwise disentitle the Underwriters from indemnification or contribution hereunder.

8.2 If any Claim contemplated by this paragraph 8.2 shall be asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this paragraph 8.2 shall come to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify the REIT, as soon as practicable, of such Claim (provided that any failure or delay to so notify shall not, except (and only) to the extent of actual prejudice to the REIT therefrom, affect the REIT’s liability under this paragraph 8.2), and the REIT, shall, subject as hereinafter provided, promptly assume the defence on behalf of the Indemnified Party of any suit brought to enforce such Claim. Any such defence shall be through legal counsel acceptable to the Indemnified Party, and the REIT shall pay the reasonable fees and disbursements of such counsel relating to such matter, and no admission of liability or settlement shall be made by the REIT without, in each case, the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld. Without limiting the generality of the foregoing, the REIT shall not, without the Underwriters’ prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any 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 an unconditional release of all Indemnified Parties from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by any Indemnified Party. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the
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Indemnified Party unless: (i) the REIT fails to assume the defence of such suit on behalf of the Indemnified Party within ten Business Days of receiving notice of such suit or having assumed such defense, fails to pursue it; (ii) the employment of such counsel has been authorized by the REIT; or (iii) the named parties to any such suit (including any added or third parties) include both the Indemnified Party and the REIT, and the Indemnified Party shall have been advised in writing by counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the REIT or the Indemnified Party is advised by counsel that there is an actual or potential conflict in the REIT’s and its interests (in each of which cases the REIT shall not have the right to assume the defence of such suit on behalf of the Indemnified Party, the Indemnified Party shall be required to keep the REIT apprised of the developments of the Claim, including providing copies of any material documents related thereto to the REIT, and the REIT shall be liable to pay the reasonable fees and expenses of the counsel for the Indemnified Party). No admission of liability or settlement may be made by an Indemnified Party without, in each case, the prior written consent of the REIT, such consent not to be unreasonably withheld. It is understood that the REIT shall, in connection with any one Claim or separate but substantially similar or related Claims in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of only one separate law firm at any time for all Indemnified Parties not having actual or potential differing interests. It is the intention of the REIT to constitute the Underwriters as trustees for the Underwriters’ subsidiaries and affiliates and their respective directors, officers, employees, shareholders, partners and agents of the covenants of the REIT under this paragraph 8.2 and the Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

8.3 The REIT agrees to reimburse the Underwriters monthly for the time spent by the Underwriters’ personnel in connection with any Claim at their normal per diem rates, together with such reasonable disbursements and out-of-pocket expenses incurred by the personnel in connection therewith to the extent such personnel are required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding thereto. The REIT also agrees that if any Claim is brought against, or an investigation commenced in respect of, the REIT or the REIT and the Indemnified Party and personnel of the Underwriters will be required to testify, participate or respond in respect of or in connection with this Agreement, the Underwriters will have the right to employ their own counsel in connection therewith and the REIT will reimburse the Underwriters monthly for the reasonable fees and disbursements of the Underwriters’ counsel.
8.4 If for any reason the indemnification provided for in paragraph 8.1 is unavailable or unenforceable, in whole or in part, to or by an Indemnified Party or is insufficient to hold the Indemnified Party harmless in respect of any losses, claims, damages, liabilities, costs or expenses (or Claims in respect thereof) for which indemnity is provided in paragraph 8.1, and subject to the restrictions and limitations referred to therein, the REIT shall contribute to the Losses paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such Claims (a) in such proportion as is appropriate to reflect the relative benefits received by the REIT on the one hand and the Underwriters on the other hand from the sale of the Offered Securities; or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault; provided, however, that each of the Underwriters shall
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not in any event be liable to contribute, in the aggregate, any amount in excess of that Indemnified Party’s portion of the Underwriting Fee actually received under this Agreement.

The relative benefits received by the REIT on the one hand and the Underwriters on the other hand shall be deemed to be in the proportion that the total proceeds received from the sale of the Offered Securities (net of the Underwriting Fee (or any portion thereof) actually received) is to the Underwriting Fee (or any portion thereof) actually received. The amount paid or payable by an Indemnified Party as a result of such Losses referred to above shall be deemed to include any reasonable legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such Losses whether or not resulting in any such Claim.

8.5 The Underwriters shall be indemnified by the REIT to the extent and manner as set out herein. Such indemnity shall be in addition to, and not in derogation or substitution for, any other liability that any party may have, or any right that any of the Indemnified Parties may have, apart from that indemnity, and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the REIT, the Underwriters or any other Indemnified Party. The rights of contribution provided in this paragraph 8.5 are in addition to and not in derogation or substitution of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law.
8.6 The REIT hereby waives any right it may have of first requiring an Indemnified Party to proceed against, enforce any other right, power, remedy or security or claim payment from, any other person before claiming against it (or either entity comprising the REIT) under this paragraph 8.6.

Section 9 Expenses.

Whether or not the transactions contemplated herein shall be completed, the REIT will be responsible for all reasonable fees and expenses incurred in relation to the Offering and the transactions herein or in the Prospectus contemplated including, without limitation, any applicable taxes and all reasonable fees and disbursements of legal counsel for the REIT and for the Underwriters, all fees and disbursements of auditors, prospectus filing fees, listing fees, all reasonable expenses related to the road shows (including travel expenses, hotel accommodations and meals), reasonable out of pocket expenses (including TD Securities’ travel expenses in connection with due diligence and marketing meetings) and costs incurred in connection with preparing, printing, translating and providing commercial copies of the Prospectus, the U.S. Private Placement Memorandum or any Amendment, other documents and certificates representing the Offered Securities. The fees (exclusive of applicable taxes and disbursements) of legal counsel retained by the Underwriters in connection with the Offering shall be subject to a maximum of $125,000 and be paid out of the proceeds of the Offering on the Closing Date.

Section 10 Termination.

10.1 In addition to any other remedies which may be available to the Underwriters, an Underwriter shall be entitled, at its option, to terminate and cancel, without any liability on the Underwriter’s part, that Underwriter’s obligations under this Agreement if, prior to the Closing Time:
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10.1.1 any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is instituted, announced or threatened or any order is issued by any Governmental Authority or otherwise (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Underwriters or the Selling Firms), or there is any change of Law, or the interpretation or administration thereof, which in the reasonable opinion of the Underwriter operates to prevent or restrict the trading in the REIT Units or the distribution of the Offered Securities or which in the reasonable opinion of the Underwriter, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Offered Securities, by giving the REIT and, if applicable, the Joint Bookrunners written notice to that effect not later than the Closing Time;
10.1.2 there shall occur or be discovered by an Underwriter any material change, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT and the REIT Entities (taken as a whole) or any change in any material fact contained or referred to in the Prospectus, or there shall exist any material fact 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 (other than a change of fact related solely the Underwriters), which in the reasonable opinion of the Underwriter could be expected to have a material adverse effect on the market price or value of the Offered Securities, by giving the REIT and, if applicable, the Joint Bookrunners written notice to that effect not later than the Closing Time;
10.1.3 there should be announced, develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, including as a result of the COVID-19 Outbreak (to the extent that there are material adverse developments related thereto after September 29, 2021), acts of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions or any action, law, regulation or inquiry which, in the reasonable opinion of the Underwriter, materially adversely affects or involves, or may materially adversely affect or involve, the financial markets in Canada or the United States, or the business, operations or affairs of the REIT and the REIT Entities (taken as a whole), or the market price or value of the Offered Securities, by giving the REIT and, if applicable, the Joint Bookrunners written notice to that effect not later than the Closing Time; or
10.1.4 there shall occur or have been announced any change or proposed change in the federal or provincial income or other tax laws of Canada, the regulations thereunder or the interpretation or administration thereof which, in any such case, in the reasonable opinion of the Underwriter, acting in good faith and after consultation with the REIT, could reasonably be expected to have a material adverse effect on the market price or value of the Offered Securities, by giving the REIT and, if applicable, the Joint Bookrunners written notice to that effect prior to the Closing Time.

If an Underwriter terminates its obligations hereunder pursuant to this Section 10, the REIT’s liability hereunder to that Underwriter shall be limited to the REIT’s obligations under Section 8 and payment of expenses referred to in Section 9 hereof.

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Section 11 Reliance on Joint Bookrunners, etc.

All steps or other actions which must or may be taken by the Underwriters in connection with this Agreement shall be taken by the Joint Bookrunners (or one of them), with the exception of the matters contemplated by Section 8, Section 10, Section 12, and Section 13, on the Underwriters’ behalf, and the execution of this offer by the Underwriters shall constitute the authority of the REIT for accepting notification of any such steps or other actions from the Joint Bookrunners (or one of them) and the co-bookrunners for the Offering.

Section 12 Underwriters’ Obligation to Purchase Offered Securities.

12.1 The Underwriters’ obligation to purchase the Offered Securities at the Closing Time or Over-Allotment Closing Time, as applicable, shall be several and not joint, and the Underwriters’ respective obligations in this respect shall be as to the following percentages of the aggregate amount of Offered Securities to be purchased at that time:

TD Securities Inc. Scotia Capital Inc. Canaccord Genuity Corp. BMO Nesbitt Burns Inc. CIBC World Markets Inc. National Bank Financial Inc. iA Private Wealth Inc. Raymond James Ltd. Haywood Securities Inc. Laurentian Bank Securities Inc. Leede Jones Gable Inc.	16.5% 16.5% 15.0% 10.0% 10.0% 10.0% 5.5% 5.5% 4.0% 4.0% 3.0%
	100.0%

12.2 If one or more of the Underwriters fails to purchase its or their applicable percentages of the Purchased Units at the Closing Time (or, if applicable, Over-Allotment Units at the Over-Allotment Closing Time), the other Underwriter or 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 Offered Securities which would otherwise have been purchased by the Underwriter or Underwriters which fail to purchase. In the event that such right is not exercised, the Underwriter or Underwriters which are able and willing to purchase shall be relieved of all obligations to the REIT on submission to the REIT 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.
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12.3 Nothing in this Section 12 shall oblige the REIT to sell to any or all of the Underwriters less than all of the Purchased Units (or, if applicable, the Over-Allotment Units) agreed to be purchased by the Underwriters pursuant to this Agreement or shall relieve any of the Underwriters in default hereunder from liability to the REIT.

Section 13 Conditions.

All of the terms and conditions contained in this Agreement to be satisfied by the REIT prior to the Closing Time or Over-Allotment Closing Time, as applicable, shall be construed as conditions, and any breach or failure by the REIT to comply with any of such terms and conditions shall entitle any Underwriter to terminate its obligations hereunder by written notice to that effect given to the REIT prior to the Closing Time or Over-Allotment Closing Time, as applicable. It is understood and agreed 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 or subsequent breach or non-compliance; provided, however, that to be binding, any such waiver or extension must be in writing and signed by all the Underwriters. If an Underwriter elects to terminate its obligations hereunder the obligations of the REIT hereunder shall be limited to the indemnity referred to in Section 8 hereof and the payment of expenses referred to in Section 9 hereof.

Section 14 Survival.

All warranties, representations, covenants and agreements of the REIT herein contained (including its obligations under Section 8, Section 9 and Schedule B) shall survive the purchase by the Underwriters of the Offered Securities and shall continue in full force and effect for the period hereinafter described, regardless of any investigation which the Underwriters may carry out or which may be carried out on behalf of the Underwriters or otherwise and notwithstanding any subsequent disposition by the Underwriters of the Offered Securities. Such warranties, representations, covenants and agreements of the REIT shall survive for a period of three years from the date that the distribution of the Offered Securities is completed provided that any such covenants and agreements will survive for such maximum period of time as the Underwriters may be entitled to and do 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. Notwithstanding the foregoing, in the case of any fraud or fraudulent misrepresentation of the REIT, the representations, warranties and covenants of such party contained in this Agreement or in agreements, certificates or other documents referred to in this Agreement or delivered pursuant to this Agreement shall survive the purchase and sale of the Offered Securities and the termination of this Agreement and shall remain in full force and effect indefinitely.

Section 15 Notice.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent electronically or by facsimile on a Business Day to the following addresses:

In the case of the REIT:

PRO Real Estate Investment Trust 1000-2000 Mansfield Street Montreal, QC H3A 2Z7

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Attention: James Beckerleg Email: [email protected] Fax Number: (514) 933-9094

with a copy to:

Osler, Hoskin & Harcourt LLP 1000 De la Gauchetiere Street West Suite 2100 Montreal, QC H3B 4W5

Attention: Bastien Gauthier Email: [email protected]

In the case of TD Securities Inc.:

66 Wellington Street West TD Tower, 9th Floor Toronto ON M5K 1A2

Attention: Derek Dermott Email: [email protected] Fax Number: (416) 982-2172

In the case of Scotia Capital Inc.:

40 King Street West 64th Floor Toronto, ON M5W 2X6

Attention: Justin Bosa Email: [email protected] Fax Number: (416) 350-5785

In the case of Canaccord Genuity Corp.:

Brookfield Place 161 Bay Street Suite 3100, P.O. Box 516 Toronto, ON M5J 2S1

Attention: Dan Sheremeto Email: [email protected]

In the case of BMO Nesbitt Burns Inc.:

100 King St. West, 5th Floor Toronto, ON M5X 1H3

Attention: Michael Brodie

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Email: [email protected] Fax Number: (416) 359-4639

In the case of CIBC World Markets Inc.:

161 Bay Street 7th Floor Toronto, ON M5J 2S8

Attention: Mark Driman Email: [email protected] Fax Number: (416) 956-6320

In the case of National Bank Financial Inc.:

1155 Metcalfe Street, 23rd Floor Montreal, QC H3B 4S9 Canada

Attention: Thomas Bachand Email: [email protected]

In the case of iA Private Wealth Inc.:

700-26 Wellington Street East Toronto, ON M5E 1S2

Attention: Dennis Kunde Email: [email protected] Fax Number: (416) 864-7359

In the case of Raymond James Ltd.:

40 King Street West, Suite 5400 Toronto, ON M5H 3Y2

Attention: Onorio Lucchese Email: [email protected]

In the case of Haywood Securities Inc.:

200 - 700 Burrard Street Vancouver, BC V6C 3L6

Attention: Mathieu Couillard Email: [email protected]

In the case of Laurentian Bank Securities Inc.:

1360 René-Lévesque Blvd. West, Suite 620 Montréal, QC H3G 0E8

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Attention: Rob Sutherland Email: [email protected]

In the case of Leede Jones Gable Inc.:

1000 – 110 Yonge Street Toronto, ON M5C 1T4

Attention: Jim Dale Email: [email protected]

With a copy to:

Cassels Brock & Blackwell LLP Scotia Plaza 40 King Street West, Suite 2100 Toronto, ON M5H 3C2

Attention: Jay King Email: [email protected] Fax Number: 416-869-5480

The REIT, or any of the Underwriters may change its address by notice given in the manner aforesaid. Any such notice or other communication shall be deemed to have been given on the day on which it was delivered or sent electronically or by facsimile if received during normal business hours; otherwise it shall be deemed to have been received by 9:00 a.m. (Toronto time) on the next Business Day.

Section 16 Time of Essence.

Time shall be of the essence of this Agreement.

Section 17 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the courts of Ontario shall have non-exclusive jurisdiction over any dispute hereunder.

Section 18 Counterparts.

This Agreement may be executed in several counterparts, including by facsimile, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

Section 19 Publicity.

Neither the REIT, its affiliates and associates nor the Underwriters shall make any public announcement concerning the appointment of the Underwriters or the Offering without the consent of the other parties, acting reasonably, and any public announcements shall be made in compliance with applicable Securities Laws. After completion of the Offering, the Underwriters

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shall be entitled to place advertisements in financial and other newspapers and journals at their own expense describing their services hereunder.

Section 20 Acknowledgement by the Underwriters.

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

Section 21 Acknowledgement by the REIT.

The REIT hereby acknowledges that (i) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the Offering Price, is an arm’s-length commercial transaction between the REIT, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other, (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of the REIT, (iii) the engagement by the REIT of each of the Underwriters in connection with the offering and sale of the Offered Securities and the process leading up to the offering and sale thereof is as independent contractors and not in any other capacity; (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the REIT; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the REIT has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Furthermore, the REIT agrees that it is solely responsible for making its own judgements in connection with the offering and sale of the Offered Securities (irrespective of whether any of the Underwriters has advised or is currently advising either the REIT on related or other matters) and no Underwriter has any obligation to the REIT with respect to the Offering except the obligations expressly set forth in this Agreement. The REIT agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the REIT, in connection with the offering and sale of the Offered Securities.

Section 22 Underwriters’ Activities.

The REIT acknowledges that the Underwriters and their affiliates carry on a range of businesses, including providing institutional and retail brokerage, investment advisory, research, investment management, securities lending and custodial services to clients and trading in financial products as agent or principal. It is possible that the Underwriters and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions

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contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The REIT agrees that these divisions and entities may hold such positions and effect such transactions without regard to the REIT’s interest under this Agreement.

Section 23 Entire Agreement.

This Agreement, including Schedule A and B hereto, constitutes the entire agreement among the Underwriters and the REIT relating to the subject matter of this Agreement and supersedes all prior agreements between those parties with respect to their respective rights and obligations in respect of the transactions contemplated under this Agreement.

Section 24 TMX Group.

The REIT hereby acknowledges that National Bank Financial Inc., or an affiliate thereof, owns or controls an equity interest in TMX Group Limited (“ TMX Group ”) and has a nominee director serving on the TMX Group’s board of directors. As such, 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 Stock 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 such dealer supplying or continuing to supply a product or service.

Section 25 Effective Date.

The parties hereto acknowledge and agree that this Agreement shall be effective as of the date first written above, notwithstanding its actual date of execution by any party. If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this letter at the place indicated and returning the same to TD Securities on behalf of the Underwriters.

[Signature Pages Follow]

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Yours very truly,

TD SECURITIES INC.

By: (signed) “ Derek Dermott ” Name: Derek Dermott Title: Managing Director

SCOTIA CAPITAL INC.

By: (signed) “ Justin Bosa ” Name: Justin Bosa Title: Managing Director

CANACCORD GENUITY CORP.

By: (signed) “ Dan Sheremeto ”

Name: Dan Sheremeto Title: Managing Director, Investment Banking

BMO NESBITT BURNS INC.

By: (signed) “ Michael Brodie ” Name: Michael Brodie Title: Director

CIBC WORLD MARKETS INC.

By: (signed) “ Mark Driman ” Name: Mark Driman Title: Managing Director

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NATIONAL BANK FINANCIAL INC.

By: (signed) “ Thomas Bachand ” Name: Thomas Bachand Title: Managing Director, Investment Banking

iA PRIVATE WEALTH INC.

By: (signed) “ Dennis Kunde ”

Name: Dennis Kunde Title: Managing Director, Head of Real Estate Investment Banking

RAYMOND JAMES LTD.

By: (signed) “ Onorio Lucchese ”

Name: Onorio Lucchese Title: Managing Director

HAYWOOD SECURITIES INC.

By: (signed) “ Mathieu Couillard ” Name: Mathieu Couillard Title: Managing Director

LAURENTIAN BANK SECURITIES INC.

By: (signed) “ Rob Sutherland ” Name: Rob Sutherland Title: Managing Director, Investment Banking

LEEDE JONES GABLE INC.

By: (signed) “ Jim Dale ” Name: Jim Dale Title: Chief Executive Officer

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Accepted and agreed to as of September 29, 2021.

PRO REAL ESTATE INVESTMENT TRUST

By: (signed) “ James Beckerleg ” Name: James Beckerleg Title: President, Chief Executive Officer and Trustee
By: (signed) “ Gordon G. Lawlor ” Name: Gordon G. Lawlor Title: Executive Vice President, Chief Financial Officer and Secretary

SCHEDULE A REIT ENTITIES

PRO REIT GP Inc.
PRO REIT Limited Partnership
PRO REIT Acquisition (1) Inc.
PRO REIT Acquisition (1) LP

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SCHEDULE B UNITED STATES OFFERS AND SALES

As used in this Schedule B, the following terms shall have the meanings indicated:

“ Directed Selling Efforts ” means directed selling efforts as that term is defined in Rule 902(c) of Regulation S;

“ Foreign Issuer ” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

“ General Solicitation ” and “ General Advertising ” mean “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“ Purchaser’s Investor Letter ” means a letter substantially in the form attached as Exhibit A to the U.S. Private Placement Memorandum;

“ Qualified Institutional Buyer ” means a “qualified institutional buyer” as that term is defined in Rule 144A;

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

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

“ Rule 144A ” means Rule 144A adopted by the SEC under the U.S. Securities Act;

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

“ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

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

“ U.S. Affiliate ” of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

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

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

All other capitalized terms used but not otherwise defined in this Schedule B shall have the meanings assigned to them in the underwriting agreement to which this Schedule B is attached (the “ Underwriting Agreement ”).

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Representations, Warranties and Covenants of the Underwriters

Each Underwriter and its U.S. Affiliate, severally and not jointly, acknowledges that the Offered Securities or Over-Allotment Units have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold to any person within the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter, severally but not jointly, represents, warrants and covenants to and with the REIT that:

The Underwriter has offered and sold, and will offer and sell Offered Securities only (a) in an offshore transaction in accordance with Rule 903 of Regulation S or (b) in the United States through its U.S. Affiliate to Qualified Institutional Buyers in accordance with Rule 144A. Accordingly, neither the Underwriter, its U.S. Affiliate nor any persons acting on their behalf has engaged or will engage in, has made or will make or has facilitated or will facilitate the making of (i) (except as permitted in Section 2 through Section 8) any offer to sell or any solicitation of an offer to buy, any Offered Securities to any person in the United States; or (ii) any sale of Offered 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, U.S. Affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States.
All offers and sales of the Offered Securities in the United States by it will be effected by or through its U.S. Affiliate, which is duly registered as a broker-dealer under the U.S. Exchange Act and applicable state securities laws (unless exempted from such registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., and will be effected in accordance with all applicable U.S. federal and state broker dealer requirements and this Schedule B. Each U.S. Affiliate of the Underwriter purchasing Offered Securities in the United States is a Qualified Institutional Buyer.
Immediately prior to soliciting such offerees, the Underwriter and its U.S. Affiliate or any person acting on their behalf had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer.
Each of the Underwriter, its U.S. Affiliate or any person acting on their behalf has not engaged and will not engage in any form of (i) Directed Selling Efforts, or (ii) General Solicitation or General Advertising or in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with its offers or sales of the Offered Securities in the United States.
At closing, it, together with its U.S. Affiliate selling Offered Securities in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule B relating to the manner of the offer and sale of the Offered Securities in the United States, and, prior to the closing, the Underwriter or its U.S. Affiliate will obtain a Purchaser’s Investor Letter from purchasers of Offered Securities in the United States and deliver a copy of the same to the REIT.
The Underwriter shall inform (and shall cause its U.S. Affiliate to inform) any or all purchasers to whom its U.S. Affiliate sells Offered Securities in the United States that such securities have not been and will not be registered under the U.S. Securities Act and are

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being sold to it in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 144A.

The Underwriter shall cause its U.S. Affiliate to deliver a copy of the U.S. Private Placement Memorandum, together with the Prospectus and any Amendment, to each of its offerees in the United States a reasonable time prior to such offerees’ purchase of Offered Securities and neither the Underwriter nor its U.S. Affiliate shall have used or provided any additional written materials in connection with the offer and sale of the Offered Securities.
It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its U.S. Affiliate, and selling group members or with the prior written consent of the REIT. The Underwriter shall cause each of its U.S. Affiliate and selling group members who may offer to sell Offered Securities to agree, for the benefit of the REIT, to comply with, and shall use its best efforts to ensure that each selling group member and its U.S. Affiliate complies with, the same provisions as are contained in Section 1 through Section 8.
Prior to the Closing Date, each Underwriter will request its U.S. Affiliate to provide Equity Financial Trust Company with a list of all purchasers of the Offered Securities in the United States.

Representations, Warranties and Covenants of the REIT

The REIT represents, warrants, covenants and agrees that:

The REIT is, and as of the Closing Time and any Over-Allotment Closing Time, a Foreign Issuer and reasonably believed at the commencement of the Offering that there was no Substantial U.S. Market Interest in the REIT Units.
For so long as the Offered Securities which have been sold in the United States pursuant hereto are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the REIT is neither (i) subject to and in compliance with the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act nor (ii) exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the REIT shall provide to any holders of the Offered Securities which have been sold in the United States pursuant hereto, or to any prospective purchasers of the Offered Securities designated by such holders, upon request of such holders or prospective purchasers, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Offered Securities to effect resales under Rule 144A).
Neither the REIT nor any of its Affiliates, nor any person acting on their behalf (other than the Underwriters and their U.S. Affiliates, in respect of which no representation is made) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Securities or in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States.
The Offered Securities are not, and as of the Closing Time and the Over-Allotment Closing Time, as applicable, the Offered Securities will not be, and no securities of the same class as the Offered Securities are or will be, (i) listed on a national securities exchange in the

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United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted.

The REIT is not, and after giving effect to the offering of the Offered Securities and the application of the proceeds thereof as described in the Prospectus will not be, an openend investment company, unit investment trust or face-amount certificate company that is or is required to be registered but not registered under the U.S. Investment Company Act.
None of the REIT, its affiliates or any person acting on its or their behalf (except for the Underwriters and their U.S. Affiliates) has made any offer or sale of Offered Securities in the United States, except through the Underwriters and their U.S. Affiliates.
Except with respect to offers and sales in accordance with this Schedule B to Qualified Institutional Buyers in reliance upon Rule 144A, neither the REIT nor any of its Affiliates, nor any person acting on its or their behalf (other than the Underwriters or their U.S. Affiliates, in respect of which no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Units to a person in the United States; or (B) any sale of Units unless, at the time the buy order was or will, have been originated, the purchaser is (i) outside the United States or (ii) the REIT, its Affiliates, and any person acting on their behalf (other than the Underwriters and their U.S. Affiliates, in respect of which no representation is made) reasonably believe that the purchaser is outside the United States.
The REIT will not take any action that would cause the exemptions from registration under the U.S. Securities Act provided (i) by Regulation S or (ii) Rule 144A to be unavailable with respect to offers and sales of the Units by the Underwriters pursuant to the Underwriting Agreement.

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EXHIBIT A TO SCHEDULE B UNDERWRITERS’ CERTIFICATE

In connection with the private placement in the United States of the Offered Securities (as defined in the Underwriting Agreement) (as defined below) of PRO Real Estate Investment Trust (the “ REIT ”) pursuant to the Underwriting Agreement dated September 29, 2021 among the REIT and the Underwriters named therein (the “ Underwriting Agreement ”), each of the undersigned does hereby certify as follows:

on the date hereof and on the date of each offer of Offered Securities in the United States, [Name of U.S. broker-dealer Affiliate] is and at all relevant times was, a duly registered broker or dealer with the United States Securities and Exchange Commission, duly registered as a broker or dealer under the laws of each state where it made offers of Offered Securities (unless exempted from the respective state’s broker-dealer registration requirements) and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;
each offeree in the United States to which we offered Offered Securities, a reasonable time prior to such offeree’s purchase of Offered Securities, was provided with a copy of the U.S. Private Placement Memorandum, including the Final Base Shelf Prospectus dated July 13, 2021 and the Prospectus Supplement dated September 29, 2021 for the offering of the Offered Securities in the United States and no other written material was used in connection with the offer or sale of Offered Securities in the United States;
immediately prior to our transmitting the U.S. Private Placement Memorandum to such offerees, we had reasonable grounds to believe and did believe that each such offeree was, and as of the date hereof, we continue to believe that each such offeree is a Qualified Institutional Buyer;
an executed copy of a Purchaser’s Investor Letter substantially similar to the one set forth as an exhibit to the U.S. Private Placement Memorandum has been obtained from each purchaser in the United States purchasing Offered Securities and a copy of such letter has been delivered to the REIT;
no form of General Solicitation or General Advertising in connection with offers and sales of Offered Securities in the United States; and
the offering of the Offered Securities in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule B thereto.

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Terms used in this certificate have the meanings given to them in the Underwriting Agreement unless otherwise defined herein.

DATED this day of , 2021.

[UNDERWRITER]

[U.S. AFFILIATE]

By: Name:  Title: 

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AI assistant

iSIGN Media Solutions Inc. — Capital/Financing Update 2021

46198_rns_2021-09-29_4bfbdb55-d3e0-430b-97c9-944ee2125ba8.pdf

UNDERWRITING AGREEMENT

Attention: Mr. James Beckerleg, President, Chief Executive Officer and Trustee

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation.

Section 2 Covenants of the Underwriters.

Section 3 Covenants of the REIT.

Section 4 Deliveries.

Section 5 Representations and Warranties - Prospectus.

Section 6 Representations and Warranties - General.

Section 7 Closing of the Offering.

Section 8 Indemnity.

Section 9 Expenses.

Section 10 Termination.

Section 11 Reliance on Joint Bookrunners, etc.

Section 12 Underwriters’ Obligation to Purchase Offered Securities.

Section 13 Conditions.

Section 14 Survival.

Section 15 Notice.

Section 16 Time of Essence.

Section 17 Governing Law.

Section 18 Counterparts.

Section 19 Publicity.

Section 20 Acknowledgement by the Underwriters.

Section 21 Acknowledgement by the REIT.

Section 22 Underwriters’ Activities.

Section 23 Entire Agreement.

Section 24 TMX Group.

Section 25 Effective Date.

TD SECURITIES INC.

SCOTIA CAPITAL INC.

CANACCORD GENUITY CORP.

By: (signed) “ Dan Sheremeto ”

BMO NESBITT BURNS INC.

CIBC WORLD MARKETS INC.

NATIONAL BANK FINANCIAL INC.

iA PRIVATE WEALTH INC.

By: (signed) “ Dennis Kunde ”

RAYMOND JAMES LTD.

HAYWOOD SECURITIES INC.

LAURENTIAN BANK SECURITIES INC.

LEEDE JONES GABLE INC.

PRO REAL ESTATE INVESTMENT TRUST

SCHEDULE A REIT ENTITIES

SCHEDULE B UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the REIT

EXHIBIT A TO SCHEDULE B UNDERWRITERS’ CERTIFICATE

[UNDERWRITER]

[U.S. AFFILIATE]

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iSIGN Media Solutions Inc. Capital/Financing Update 2021