Parkit Enterprise Inc. — M&A Activity 2025

May 23, 2025

THIS WAIVER AND AMENDING AGREEMENT (the “Agreement”) made as of the 12th day of May, 2025

BETWEEN:

PARKIT ENTERPRISE INC.

(the “Vendor”)

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[redacted – name of a subsidiary of PRO Real Estate Investment Trust]

(the “Purchaser”)

RECITALS:

A. The Vendor and the Purchaser have entered into an agreement of purchase and sale dated as of February 18, 2025 whereby the Vendor agreed to sell and the Purchaser agreed to purchase a portfolio of properties located in Winnipeg, Manitoba (the “Purchase Agreement”).

B. The Vendor has waived the condition contained in Section 2.8(a) in accordance with the terms of the Purchase Agreement.

C. The Purchaser has elected not to assume the Assumed Loan in accordance with the terms of the Purchase Agreement.

D. The Purchaser has agreed to waive the conditions contained in Sections 2.7(a), (b) and (d) of the Purchase Agreement, the Vendor has agreed to waive the conditions contained in Sections 2.8(b), (c) and (e) and the Vendor and the Purchaser have agreed to amend the Purchase Agreement as provided herein.

E. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration and the completion of the transactions provided for in the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1. Waivers

(a) The Parties acknowledge that the Vendor has provided to the Purchaser evidence satisfactory to the Purchaser of the conditional approval by the TSX Venture Exchange of the sale by the Vendor of the Purchased Assets to the Purchaser as contemplated in the Purchase Agreement, and that, in accordance with Sections 2.7(c) and 2.8(d) of the

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Purchase Agreement, completion of the transaction of purchase and sale contemplated in the Purchase Agreement is subject to such approval being in force on the Closing Date. The Parties agree that the completion of the transaction of purchase and sale contemplated in the Purchase Agreement (as amended by this Agreement) is subject to the TSX Venture Exchange having provided written confirmation that it has no objection to the Vendor closing the transaction contemplated in the Purchase Agreement.

(b) The Parties acknowledge and agree that the Purchaser, PROREIT and the Vendor have settled the terms of the Investor Rights Agreement which is attached hereto as Schedule "E".

(c) The Purchaser hereby gives the Vendor notice that it waives the conditions contained in Sections 2.7(a), (b) and (d) of the Purchase Agreement.

(d) The Vendor hereby gives the Purchaser notice that it waives the conditions contained in Sections 2.8(b), (c) and (e) of the Purchase Agreement.

1. Allocation of Purchase Price

The Vendor and the Purchaser hereby agree that the allocation of the Purchase Price among the Properties is as set out in Schedule "A" hereto.

1. Discharges

The Vendor covenants to provide on Closing a discharge of the Encumbrances listed on Schedule "B" hereto, or, if not available on Closing the Vendor shall provide to the Purchaser on Closing, in accordance with Section 2.6 of the Purchase Agreement: (i) a current mortgage discharge statement effective for Closing setting out the amount required to fully discharge such Encumbrances; (ii) an irrevocable direction by the Vendor to the Vendor's Solicitors to pay to the holder of such Encumbrances, from the balance of the Purchase Price, the payout amount set out on such discharge statement; and (iii) an undertaking by the Vendor's Solicitors to obtain a discharge of such Encumbrances and register same on title to the Properties at the Vendor's cost and expense, within a reasonable period of time following Closing.

1. Contracts

The Purchaser is electing to assume as of the Closing Date the Assumed Contracts listed in Schedule "C" hereto and, in accordance with Section 2.13 of the Purchase Agreement, the Vendor shall terminate at its sole cost and expense all other Contracts (other than the Assumed Contracts).

1. Work Orders

(a) In accordance with Section 2.16(a) of the Purchase Agreement, subject to Section 5(b) of this Agreement, the Vendor shall use commercially reasonable efforts to satisfy the Work Orders set out in Schedule "D" hereto and any other Work Orders that arise prior to Closing or for which the Purchaser obtains knowledge of prior to Closing (the "Outstanding Work Orders"), and if any such Outstanding Work Order has not been satisfied by Closing, the Vendor shall satisfy such Outstanding Work Order expeditiously

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following the Closing Date and the Cost Estimate for such Outstanding Work Order plus 10% shall be paid to and held by the Vendor’s Solicitors, in trust from the Closing proceeds pursuant to an escrow agreement between the Parties and the Vendor’s Solicitors in such form acceptable to such parties, each acting reasonably until such time as the Vendor has satisfied the Work Order Compliance in accordance with the Purchase Agreement, provided that all third-party costs and expenses incurred by the Vendor after Closing in rectifying such Outstanding Work Order will be paid from the Work Order Holdback upon delivery of supporting invoices to the Purchaser and once Work Order Compliance is achieved, the remaining balance of the Work Order Holdback, if any, will be paid to the Vendor. If confirmation of Work Order Compliance has not been obtained on the date that is 180 days following Closing, the amount of the Work Order Holdback remaining at such time, if any, will be paid to the Purchaser, less any third-party costs or expenses incurred by the Vendor that are payable from the Work Order Holdback as set forth above. Notwithstanding the foregoing, in accordance with Section 2.16(c) of the Purchase Agreement, if any Outstanding Work Order has been complied with then on Closing, the Vendor shall deliver a certificate to the Purchaser wherein: (i) the Vendor shall certify that such Outstanding Work Order has been complied with, and such certification shall be deemed to be a representation and warranty of the Vendor for all purposes of the Purchase Agreement; and (ii) the Vendor shall deliver an undertaking to the Purchaser at Closing, undertaking within 120 days following Closing to provide the Purchaser with evidence that the applicable Governmental Authority’s records have been updated to remove, discharge or otherwise indicate such Outstanding Work Order is no longer outstanding.

(b) For greater certainty and notwithstanding the foregoing paragraph (a), the Vendor shall not have any responsibility with respect to any of the Outstanding Work Orders that are in respect of work performed or to be performed by or on behalf of a Tenant (other than if such Tenant work is performed or to be performed by the Vendor or a Nominee or their respective contractors, agents or property manager).

1. Nominees

The Vendor covenants to provide to the Purchaser on or prior to Closing evidence satisfactory to the Purchaser that PIRET (1345 Redwood Avenue) Holdings Inc. and the Vendor are in good standing with the Manitoba Companies Office.

1. Share Purchase Option

The Purchaser hereby notifies the Vendor that it elects to exercise the Share Purchase Option in respect of the Shares for all of the Nominees (as amended herein) in accordance with Section 2.17 of the Purchase Agreement. In accordance with the Purchase Agreement, the Vendor and Purchaser agree to be bound by the representations, warranties, covenants, terms and conditions contained in Schedule “E” attached thereto.

1. Amendments to Purchase Agreement

The Vendor and the Purchaser hereby amend the Purchase Agreement as follows:

(a) The definition of “Purchase Price” in Section 1.1(fff) is deleted and replaced with

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the following:

“(fff) “Purchase Price” means the sum of Ninety-Six Million Five Hundred Thousand Dollars ($96,500,000), exclusive of GST and subject to the adjustments made in accordance with this Agreement;”

(b) The definition of “Nominees” on the first page of the Purchase Agreement is amended by deleting “PIRET (555 CAMIEL SYS STREET) HOLDINGS INC.”, and accordingly all references to “Nominees” throughout the Purchase Agreement, including the Nominee signature block on page 52, and the terms “Party” or “Parties” shall be correspondingly read without inclusion or reference to PIRET (555 Camiel Sys Street) Holdings Inc.

(c) Sections 2.2(c) and (d) are deleted and replaced with the following:

“(c) as to the sum of Sixteen Million Five Hundred and Eighty-Five Thousand ($16,585,000) Dollars, by the Purchaser delivering to the Vendor 2,675,000 LP Units (the “Consideration LP Units”) registered in the name of the Vendor, issued at a value of $6.20 per unit;

(d) as to the sum of Twenty-Three Million Four Hundred and Fifteen Thousand Dollars and Sixty Cents ($23,415,000.60), by the Purchaser delivering, or causing to be delivered, to the Vendor 3,776,613 Trust Units (the “Consideration Trust Units”) registered in the name of the Vendor, issued at a value of $6.20 per unit;”

(e) Schedule “A” is amended by deleting the seventh row of the chart in its entirety, and accordingly all references to “Properties” and “Lands” throughout the Purchase Agreement shall be read without inclusion of or reference to the lands and premises known municipally as 555 Camiel Sys Street, Winnipeg, Manitoba.

1. Affirmation

Each of the parties hereto hereby affirms the provisions in the Purchase Agreement (as amended herein) applicable to it, and confirms that it continues to be bound by same.

1. Time of the Essence

Time shall remain of the essence.

1. Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

1. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein.

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13. Execution by Counterparts

This Agreement may be executed in counterparts and delivered by facsimile or other electronic transmission and the counterparts delivered by facsimile or other electronic transmission together shall constitute one and the same instrument.

14. Further Assurances

Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement.

[Signature Pages Follow.]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first mentioned.

PARKIT ENTERPRISE INC.

By: /s/ Iqbal Khan
Name: Iqbal Khan
Title: CEO

PIRET (1725 INKSTER BOULEVARD) HOLDINGS INC., PIRET (2030 NOTRE DAME AVENUE) HOLDINGS INC., PIRET (1345 REDWOOD AVENUE) HOLDINGS INC., PIRET (310 DE BAETS STREET) HOLDINGS INC., PIRET (90-120 PARAMOUNT ROAD) HOLDINGS INC. and PIRET (555 CAMIEL SYS STREET) HOLDINGS INC.

By: /s/ Iqbal Khan
Name: Iqbal Khan
Title: CEO

[redacted], in its capacity as general partner of [redacted]

By: /s/ Gordon G. Lawlor
Name: Gordon G. Lawlor
Title: President

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SCHEDULE “A”
ALLOCATION OF PURCHASE PRICE

PROPERTY	Allocation of Purchase Price
1725 Inkster Boulevard, Winnipeg, Manitoba	$34,200,000
2030 Notre Dame Avenue, Winnipeg, Manitoba	$15,400,000
1345 Redwood Avenue, Winnipeg, Manitoba	$16,000,000
961-975 Sherwin Road, Winnipeg, Manitoba	$12,000,000
310 De Baets Street, Winnipeg, Manitoba	$14,500,000
90-120 Paramount Road, Winnipeg, Manitoba	$4,400,000
TOTAL	$96,500,000.00

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SCHEDULE “B”
ENCUMBRANCES TO BE DISCHARGED

[redacted]

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SCHEDULE “C”
ASSUMED CONTRACTS

PROPERTY	Counterparties to Assumed Contracts
1725 Inkster Boulevard, Winnipeg, Manitoba	[redacted]
2030 Notre Dame Avenue, Winnipeg, Manitoba	[redacted]
1345 Redwood Avenue, Winnipeg, Manitoba	[redacted]
961-975 Sherwin Road, Winnipeg, Manitoba	[redacted]
310 De Baets Street, Winnipeg, Manitoba	[redacted]
90-120 Paramount Road, Winnipeg, Manitoba	[redacted]

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SCHEDULE “D”
OUTSTANDING WORK ORDERS

[redacted]

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SCHEDULE "E"
INVESTOR RIGHTS AGREEMENT

[redacted]