EXECUTION VERSION

ARRANGEMENT AGREEMENT

BETWEEN

FIRST CAPITAL REAL ESTATE INVESTMENT TRUST

AND -

17853335 CANADA INC.

AND -

PREMIER ACQUISITION LP

AND -

KINGSETT REAL ESTATE GROWTH LP NO. 8

AND -

CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST

DATED AS OF APRIL 16, 2026

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION...2
1.1 Defined Terms...2
1.2 Certain Rules of Interpretation...25
1.3 Schedules...26
1.4 Affiliates and Subsidiaries...26

ARTICLE 2 THE ARRANGEMENT...27
2.1 Arrangement...27
2.2 Interim Order...27
2.3 Meeting...28
2.4 REIT Circular...29
2.5 Final Order...31
2.6 Court Proceedings...31
2.7 Unitholder Rights Plan...32
2.8 Equity-Based Incentive Awards...33
2.9 Debentures...33
2.10 Articles of Arrangement and Effective Date...34
2.11 Deposit of Arrangement Consideration...34
2.12 Sale of Remaining Choice Consideration Units...35
2.13 Tax Matters...35
2.14 Transfer Taxes...36
2.15 Withholding Rights...36
2.16 U.S. Securities Laws...36

ARTICLE 3 REPRESENTATIONS AND WARRANTIES...37
3.1 Representations and Warranties of the REIT and ArrangementCo...37
3.2 Representations and Warranties of the Purchaser, Choice and KingSett...38

ARTICLE 4 COVENANTS...38
4.1 Conduct of Business of the REIT...38
4.2 Conduct of Business of Choice...43
4.3 Regarding the Arrangement...44
4.4 Required Regulatory Approvals...45
4.5 Third Party Consents and Transfer Rights...48
4.6 Access to Information; Confidentiality...51
4.7 Public Communications...54
4.8 Notice and Cure Provisions...54
4.9 Insurance and Indemnification...55
4.10 Employees...57
4.11 Supplemental Listing Application...57
4.12 Stock Exchange Delisting...57
4.13 Rating Agencies...57
4.14 Formation of Retained Property LPs and Pre-Acquisition Reorganization...58
4.15 Financing Arrangements...60
4.16 Financing and Offering Assistance...62
4.17 Guarantee...64

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION...65

TABLE OF CONTENTS
(continued)

Page

5.1 Non-Solicitation...65
5.2 Notification of Acquisition Proposals...67
5.3 Responding to an Acquisition Proposal...67
5.4 Right to Match...68

ARTICLE 6 CONDITIONS...70
6.1 Mutual Conditions Precedent...70
6.2 Additional Conditions Precedent to the Obligations of the Purchaser and Choice...70
6.3 Additional Conditions Precedent to the Obligations of the REIT...71
6.4 Satisfaction of Conditions...73

ARTICLE 7 TERM AND TERMINATION...73
7.1 Term...73
7.2 Termination...73
7.3 Effect of Termination/Survival...76

ARTICLE 8 GENERAL PROVISIONS...76
8.1 Amendment and Waiver...76
8.2 Termination Fee...77
8.3 Injunctive Relief, Specific Performance and Remedies...79
8.4 Expenses...80
8.5 Notices...80
8.6 Time of the Essence...82
8.7 Further Assurances...82
8.8 Third Party Beneficiaries...82
8.9 No Liability...82
8.10 KingSett REIT Units...82
8.11 Entire Agreement...83
8.12 Successors and Assigns...83
8.13 Severability...83
8.14 Governing Law...83
8.15 Rules of Construction...84
8.16 Counterparts...84
8.17 Debt Financing...84

SCHEDULE "A" PLAN OF ARRANGEMENT...A-1
SCHEDULE "B" ARRANGEMENT RESOLUTION...B-1
SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF THE REIT AND ARRANGEMENTCO...C-1
SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...D-1
SCHEDULE "E" REPRESENTATIONS AND WARRANTIES OF CHOICE...E-1
SCHEDULE "F" REPRESENTATIONS AND WARRANTIES OF KINGSETT...F-1

ii -

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of April 16, 2026.

BETWEEN:

FIRST CAPITAL REAL ESTATE INVESTMENT TRUST, a trust established under the laws of the Province of Ontario (the "REIT")

and -

17853335 CANADA INC., a corporation existing under the federal laws of Canada ("ArrangementCo")

and -

PREMIER ACQUISITION LP, a limited partnership organized under the laws of the Province of Manitoba (the "Purchaser")

and -

KINGSETT REAL ESTATE GROWTH LP NO. 8, a limited partnership organized under the laws of the Province of Manitoba ("KingSett")

and -

CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST, a trust established under the laws of the Province of Ontario ("Choice")

(each of the REIT, ArrangementCo, the Purchaser, KingSett and Choice, a "Party" and together, the "Parties").

WHEREAS:

A. The Parties have agreed, on and subject to the terms and conditions contained herein, to complete the Arrangement (as defined herein), pursuant to which, among other things, the Unitholders (as defined herein) will be entitled to receive the Arrangement Consideration per Unit (as defined herein) for each REIT Unit;

B. The Special Committee (as defined herein) has unanimously determined that the Arrangement is fair, from a financial point of view, to Unitholders (other than KingSett and its affiliates) and in the best interests of the Unitholders (other than KingSett and its affiliates) and recommended to the Board (as defined herein) that the Board approve this Agreement and the Arrangement and recommend that Unitholders vote in favour of the Arrangement;

C. The Board has unanimously determined that the Arrangement is fair, from a financial point of view, to Unitholders (other than KingSett and its affiliates) and in the best interests of the Unitholders (other than KingSett and its affiliates), and has resolved to recommend that Unitholders vote in favour of the Arrangement;

D. The Purchaser has entered into Voting Support Agreements (as defined herein) with each of the trustees and officers of the REIT, pursuant to which, among other things, such trustees and officers of the REIT have agreed, subject to the terms and conditions thereof, to vote their REIT Units in favour of the Arrangement Resolution (as defined herein); and

E. The Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for.

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

"2005 Master Indenture" means the trust indenture dated June 21, 2005 between First Capital Realty Inc. (as predecessor to the REIT) and Computershare Trust Company of Canada, as supplemented from time to time.

"2020 Master Indenture" means the trust indenture dated May 25, 2020 between the REIT and Computershare Trust Company of Canada, as supplemented from time to time.

"Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement on terms that are no more favourable, in the aggregate, to the counterparty than those contained in the KingSett Confidentiality Agreement; provided that such agreement may not include any provision calling for an exclusive right to negotiate with the REIT or the Board or any committee thereof and may not restrict the REIT from otherwise complying with Article 5, and provided further that such agreement may permit the counterparty to such agreement to make a non-public Acquisition Proposal or Superior Proposal to the Board or any committee thereof.

"Acquisition Proposal" means, other than the transactions contemplated by this Agreement and other than any transaction involving only the REIT or one or more of the wholly-owned REIT Subsidiaries, any offer, proposal, inquiry or expression of interest (written or oral) from any Person or group of Persons other than the Purchaser or Choice (or any affiliate of the Purchaser or Choice or any Person acting jointly or in concert with the Purchaser or Choice or any affiliate of the Purchaser or Choice) after the date of this Agreement relating to, in each case whether in a single transaction or a series of related transactions:

(a) any direct or indirect sale, disposition or joint venture (or any lease, license or other arrangement having the same economic effect as a sale) (i) of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated annual revenue of the REIT, or (ii) of or involving 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities, including securities convertible into or exercisable or exchangeable for such voting or equity securities) of the REIT or any of the REIT Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of the REIT;

(b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other similar transaction that, if consummated, would result in such Person or group of Persons directly or indirectly beneficially owning 20% or more of any class of voting or equity securities (or rights or interests in such voting or equity securities, including securities convertible into or exercisable or exchangeable for such voting or equity securities) of the REIT or any of the REIT Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of the REIT;

(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the REIT or any of the REIT Subsidiaries whose assets, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of the REIT; or

(d) any other transaction or series of transactions involving the REIT or any of the REIT Subsidiaries that would have the same effect as the foregoing,

and, for purposes of the foregoing, the consolidated assets and consolidated annual revenue shall be determined based upon the most recent publicly available consolidated financial statements of the REIT.

"affiliate" has the meaning specified in National Instrument 45-106 – Prospectus Exemptions as in effect on the date of this Agreement.

"Agreement" means this arrangement agreement, including all schedules hereto, as it may be amended or supplemented or otherwise modified from time to time in accordance with the terms thereof.

"Alternative Financing" has the meaning specified in Section 4.15(3).

"AML Laws" has the meaning specified in Section 45 of Schedule "C".

"ARC" means an advance ruling certificate issued under section 102(1) of the Competition Act.

"Arrangement" means an arrangement under section 192 of the CBCA and section 60 of the Trustee Act on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with this Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Arrangement Parties, each acting reasonably.

"Arrangement Consideration" has the meaning specified in the Plan of Arrangement.

"Arrangement Consideration per Unit" has the meaning specified in the Plan of Arrangement.

"Arrangement Parties" means, the REIT, ArrangementCo, the Purchaser and Choice, and "Arrangement Party" means any one of them.

"Arrangement Resolution" means the special resolution of Unitholders approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule "B".

"ArrangementCo" has the meaning specified in the Preamble.

"Articles of Arrangement" means the articles of arrangement in the prescribed form in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall be in form and substance satisfactory to the Arrangement Parties, each acting reasonably.

"associate" when used to indicate a relationship with a person or company, has the meaning specified in the Securities Act (Ontario).

"Authorization" means, with respect to any Person, any order, certification, registration, permit, approval, consent, waiver, license or similar authorization of any Governmental Entity that is binding upon or applicable to such Person, or its business, assets or securities.

"Beneficial Owner" has the meaning specified in Section 19(a)(i) of Schedule "C".

"Board" means the board of trustees of the REIT as constituted from time to time.

"Board Recommendation" has the meaning specified in Section 2.4(2).

"Breach Notice" has the meaning specified in Section 4.8.

"Breaching Party" has the meaning specified in Section 4.8.

"Buildings" means all buildings, fixtures, structures, erections, improvements and appurtenances located on, in or under the Lands; and "Building" means any one of the Buildings.

"Business Customer Information" means Personal Information or other confidential information regarding the employees, customers or tenants of the REIT or the REIT Subsidiaries.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario.

"Capital Expenditure Budget" means the capital expenditure budget set forth in Section 1.1(a) of the REIT Disclosure Letter which discloses, as of the date of this Agreement, the budgeted amount of capital expenditures to be funded by or on behalf of the REIT or any REIT Subsidiary or any JV Entity, as applicable, with respect to the Properties, but excluding any expenditures set forth in the Development Expenditure Budget and all Tenant-managed work for which the Tenant is responsible for such expenditures.

"CBCA" means the Canada Business Corporations Act.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

"Change in Recommendation" has the meaning specified in Section 7.2(1)(d)(ii).

"Choice" has the meaning specified in the Preamble.

"Choice Acquisition Properties" means the Properties identified to the REIT in writing by Choice and the Purchaser, which will be acquired on the Effective Date by the Choice Property Purchasers

from the Choice Property Sellers pursuant to the Choice Purchase Agreement in accordance with this Agreement and the Plan of Arrangement.

"Choice Cash Deposit" has the meaning specified in the Plan of Arrangement.

"Choice Competition Act Approval" means the occurrence of one or more of the following with respect to the transactions contemplated by the Choice Purchase Agreement: (a) an ARC shall have been received; or (b) both of (i) the relevant waiting period, including any extension of such waiting period, under Section 123 of the Competition Act shall have expired or been terminated or the notification requirement shall have been waived pursuant to section 113(c) of the Competition Act; and (ii) unless such requirement is waived in writing by Choice, the Commissioner shall have issued (and not rescinded or amended) a No-Action Letter.

"Choice Confidentiality Agreement" means the mutual confidentiality agreement dated as of June 9, 2025, as amended on February 24, 2026 among Choice, George Weston Limited and the REIT.

"Choice Consideration Units" means 68,600,000 Choice Units, forming part of the Arrangement Consideration, to be issued in accordance with the Plan of Arrangement.

"Choice Declaration of Trust" means the Declaration of Trust of Choice dated as of April 30, 2021, and as further amended from time to time, which is governed by the laws of the Province of Ontario.

"Choice Exchange Agreement" means the exchange agreement dated July 5, 2013 by and among Choice, Choice Properties Limited Partnership and each holder of a Class B Unit of Choice Properties Limited Partnership, as it may be further amended, supplemented or restated from time to time.

"Choice Filings" means all documents publicly filed by or on behalf of Choice on SEDAR+ since December 31, 2023 and prior to the date thereof.

"Choice Financial Statements" has the meaning specified in Section 9(a) of Schedule "E".

"Choice LPA" means the amended and restated limited partnership agreement of Choice Properties Limited Partnership, as it may be further amended, supplemented or restated from time to time.

"Choice Material Adverse Effect" means any change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate with any other changes, effects, events, circumstances, facts or occurrences, has or would reasonably be expected to have a material and adverse effect on the financial condition, business, operations, results of operations, properties, assets or liabilities (contingent or otherwise) of Choice and the Choice Subsidiaries, taken as a whole; provided, however, that none of the following shall constitute or be taken into account in determining whether there has been a Choice Material Adverse Effect:

(a) any change, effect, event, circumstance, fact or occurrence generally affecting the Canadian real estate industry;

(b) any change, effect, event, circumstance, fact or occurrence in global, national or regional political or social conditions (including the outbreak or escalation of hostilities, acts of war, sabotage or acts of terrorism);

(c) any change, effect, event, circumstance, fact or occurrence in currency exchange, interest or inflation rates or in general economic, banking, business, regulatory, political, credit or market conditions or in national or global financial or capital markets;

(d) any adoption, proposal or implementation of or change in Law or any interpretation, application or non-application of any Law by any Governmental Entity;

(e) any adoption, proposal or implementation of or change in generally accepted accounting principles including IFRS or any interpretation, application or non-application of any accounting requirements including IFRS by any Governmental Entity;

(f) any hurricane, flood, tornado, earthquake or other natural disaster;

(g) any epidemic, pandemic or outbreak of illness;

(h) any action expressly required to be taken or omitted to be taken by Choice or any Choice Subsidiaries pursuant to this Agreement or taken (or omitted to be taken) at the written request, or with the written consent, of the REIT;

(i) the execution, announcement or pendency of this Agreement or the Arrangement, including (i) in relation to the identity of the REIT or any of its affiliates, (ii) by reason of any public communication by the REIT or any of its affiliates regarding the plans or intentions with respect to the conduct of the business of the REIT, any of the REIT Subsidiaries or any of the JV Entities following the Effective Time to the extent arising directly from such public communication, and (iii) any loss or threatened loss of, or adverse change or threatened adverse change in the relationship of Choice or any of the Choice Subsidiaries with any of their current or prospective employees, tenants, lenders, suppliers, securityholders, counterparties, partners, or other third parties;

(j) any change in the market price or trading volume of any securities of Choice (it being understood that any cause underlying such change in market price may be taken into account in determining whether a Choice Material Adverse Effect has occurred to the extent not otherwise excluded by any other clause in this definition); or

(k) the failure of Choice to meet any internal or public projections, forecasts, guidance or estimates of, including revenues or earnings (it being understood that any cause underlying such failure may be taken into account in determining whether a Choice Material Adverse Effect has occurred to the extent not otherwise excluded by any other clause in this definition);

provided, however, that (A) with respect to clauses (a) through (g), such change, effect, event, circumstance, fact or occurrence does not relate only to or have a materially disproportionate and adverse effect on Choice and the Choice Subsidiaries, taken as a whole, relative to other companies and entities operating in the real estate industry in Canada, in which case such change, effect, event, circumstance, fact or occurrence may be taken into account in determining whether a "Choice Material Adverse Effect" has occurred; and (B) references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a "Choice Material Adverse Effect" has occurred.

"Choice Permitted Distribution" has the meaning specified in Section 4.2(2)(b).

"Choice Property Purchasers" has the meaning specified in the Plan of Arrangement.

"Choice Property Sellers" has the meaning specified in the Plan of Arrangement.

"Choice Purchase Agreement" means the asset purchase agreement to be entered into between the REIT and Choice on or before the Effective Date providing for the acquisition by the Choice Property Purchasers, and the sale by the Choice Property Sellers, of the Choice Acquisition Properties on the Effective Date, such asset purchase agreement to be in substantially the form last delivered to the REIT prior to the date hereof, provided that Choice shall not, without the prior written consent of the REIT (not to be unreasonably withheld, conditioned or delayed), materially modify, alter or change any material terms of the Choice Purchase Agreement relative to the terms contemplated by such form last delivered to the REIT prior to the date hereof, and further provided that, notwithstanding the foregoing, in no event shall the Choice Purchase Agreement contain terms that are more adverse, in the aggregate, to the REIT or the Unitholders relative to the terms contemplated by such form delivered to the REIT prior to the date hereof or that would have the effect of reducing the Arrangement Consideration per Unit, changing the form of the Arrangement Consideration per Unit payable to Unitholders pursuant to the Plan of Arrangement or otherwise prejudicing the REIT or the Unitholders in any material manner.

"Choice Subsidiary" means any Subsidiary of Choice, including for greater certainty, any Subsidiary of Choice that is formed after the date of this Agreement.

"Choice Unit" means a participating unit of interest in Choice designated as a "Trust Unit" and issued pursuant to the Choice Declaration of Trust and having the attributes described therein, and for greater certainty includes Choice Units issued in accordance with this Agreement and the Plan of Arrangement.

"Circular" means the notice of Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference in, such management information circular, to be sent to Unitholders and each other Person as may be required by the Interim Order in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

"Collective Agreements" means any collective bargaining agreements, union recognition agreements or union agreements, agreements to form a work council or other agreements with any trade union, representative body, labour organization or works council which the REIT or any of the REIT Subsidiaries is a party to or bound by and all related letters or memoranda of understanding applicable to the REIT or any of the REIT Subsidiaries which impose obligations upon the REIT or any of the REIT Subsidiaries.

"Commissioner" means the Commissioner of Competition appointed under the Competition Act and includes a Person duly authorized to exercise the powers and to perform the duties of the Commissioner.

"Competition Act" means the Competition Act (Canada).

"Confidentiality Agreements" means, together, the Choice Confidentiality Agreement and the KingSett Confidentiality Agreement.

"Constating Documents" means (a) with respect to any Person that is a corporation, its articles or certificate of incorporation, amalgamation or continuation, as applicable, or memorandum and

articles of association, as the case may be, and by-laws, (b) with respect to any Person that is a trust, its declaration or agreement of trust, (c) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, or (d) with respect to any Person that is similar to but not set out in (a) through (c) of this definition, its other applicable governing instruments, and all amendments thereto.

"Contract" means any legally binding agreement, commitment, engagement, contract, instrument, license, lease, obligation or undertaking, written or oral, to which, unless otherwise specified, the REIT, any of the REIT Subsidiaries or any of the JV Entities is a party or by which the REIT, any of the REIT Subsidiaries or any of the JV Entities is bound or affected or to which any of their respective properties or assets is subject.

"Court" means the Ontario Superior Court of Justice (Commercial List).

"D&O Insurance" has the meaning specified in Section 4.9(3).

"Data Room" means the material contained in the virtual data room established by the REIT as at 5:00 p.m. on the day prior to the date hereof, the index of documents of which is appended to the REIT Disclosure Letter.

"Debenture Assumption" has the meaning specified in Section 2.9(1).

"Debenture Trustee" has the meaning specified in Section 2.9(1).

"Debentures" means, collectively, the Series V Debentures, the Series U Debentures, the Series A Debentures, the Series B Debentures, the Series C Debentures, the Series D Debentures, the Series E Debentures, the Series F Debentures and the Series G Debentures.

"Deferred Unit" means a deferred trust unit granted under the Deferred Unit Plan.

"Deferred Unit Plan" means the third amended and restated deferred trust unit plan of the REIT dated April 2, 2024, as it may be further amended, supplemented or restated from time to time.

"Depositary" means Computershare Trust Company of Canada or such other Person as the REIT may, with the approval of the Purchaser and Choice, each acting reasonably, appoint to act as depositary in connection with the Arrangement.

"Depositary Agreement" means the agreement to be entered into between the Depositary and the Arrangement Parties prior to the Effective Date (the terms and conditions of which shall be satisfactory to the Arrangement Parties, each acting reasonably), providing for the receipt and distribution by the Depositary of the Arrangement Consideration in accordance with the Plan of Arrangement.

"Development Expenditure Budget" means the development expenditure budget set forth in Section 1.1(b) of the REIT Disclosure Letter which discloses, as of the date of this Agreement, the budgeted amount of expenditures and fundings by the REIT or any REIT Subsidiary which remain to be funded through to the completion of the corresponding development work or project, on or relating to any Property.

"Director" means the Director appointed pursuant to section 260 of the CBCA.

"Disclosed Personal Information" has the meaning specified in Section 4.6(6).

"Dissent Rights" has the meaning specified in the Plan of Arrangement.

"Distributing REIT Subsidiary LP" has the meaning specified in the Plan of Arrangement.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" has the meaning specified in the Plan of Arrangement.

"Employee Plans" has the meaning specified in Section 41(a) of Schedule "C".

"Employee Unit Purchase Plan" means the employee unit purchase plan of the REIT dated December 30, 2019, as it may be amended, supplemented or restated from time to time.

"Environmental Laws" means all Laws and agreements with Governmental Entities and all other applicable regulatory requirements relating to health and safety, the protection or clean-up of the environment, or the Release of Hazardous Substances to the environment, and all Authorizations issued pursuant to such Laws, agreements or other regulatory requirements.

"Existing Mortgages" means the credit agreements, commitment letters, hypothecs, trust indentures, mortgages, charges and related security documents with respect to the loans listed in Section 3.1(31) of the REIT Disclosure Letter.

"Final Order" means the final order of the Court made pursuant to section 192(4) of the CBCA and section 60 of the Trustee Act in a form acceptable to the Arrangement Parties, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of the Arrangement Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, modified, supplemented or varied (provided that any such amendment, modification, supplement or variation is acceptable to the Arrangement Parties, each acting reasonably) on appeal.

"Financial Advisors" means, together, RBC Capital Markets and National Bank Financial Inc. and "Financial Advisor" means either one of them.

"Financial Statements" has the meaning specified in Section 10 of Schedule "C".

"Governmental Entity" means (a) any international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission (including any securities commission or similar regulatory authority), board, bureau, ministry, agency or instrumentality, domestic or foreign, (b) any subdivision, agent or authority of any of the above, (c) any quasi-governmental body, professional body or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange.

"Ground Lease" means a lease pursuant to which the REIT, a REIT Subsidiary or a JV Entity is granted a leasehold interest in a Property.

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"GST/HST" means the goods and services tax and harmonized sales tax under Part IX of the Excise Tax Act (Canada).

"Hazardous Substance" means any substance, material or waste that is prohibited, controlled or regulated by any Governmental Entity pursuant to Environmental Laws, or for which liability or standards of care are imposed under Environmental Laws, including contaminants, pollutants, wastes, dangerous substances, toxic substances, hazardous substances and hazardous materials.

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board, as adopted in Canada.

"Incentive Plans" means, collectively, the Restricted Unit Plan, the Deferred Unit Plan, the Legacy Option Plan and grant agreement entered into pursuant to, and in accordance with the terms and conditions of, such plans.

"Incentive Securities" means, collectively, the Performance Units, the Restricted Units, the Deferred Units and the Options.

"Indemnified Person" has the meaning specified in Section 4.9(1).

"Indentures" means, collectively, the 2005 Master Indenture, 2020 Master Indenture, Series A Indenture, Series B Indenture, Series C Indenture, Series D Indenture, Series E Indenture, Series F Indenture, Series G Indenture, Series U Indenture and Series V Indenture.

"Intellectual Property" means domestic and foreign: (a) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (c) copyrights, copyright registrations and applications for copyright registration; (d) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade-mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (e) any other intellectual property and industrial property.

"Interim Order" means the order of the Court made pursuant to section 192(4) of the CBCA and section 60 of the Trustee Act in a form acceptable to the Arrangement Parties, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court (with the consent of the Arrangement Parties, each acting reasonably).

"IT Systems" means all computer systems, PCs, servers, monitors, hardware, network equipment and other computer hardware and information technology systems and services owned, leased, licensed or otherwise used by or on behalf of the REIT or any of the REIT Subsidiaries, including all internal memory associated with the foregoing.

"JV Agreement" means an agreement between the REIT (or one or more REIT Subsidiaries) and one or more JV Partners in respect of a JV Property or JV Entity.

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"JV Cross Charge" means any mortgage, hypothec or charge granted by a JV Entity in favour of a JV Partner pursuant to the terms of a JV Agreement.

"JV Entity" means any Person that (a) owns a direct or indirect interest in a JV Property and (b) the equity interests of which are owned directly or indirectly by the REIT (or one or more REIT Subsidiaries) and one or more JV Partners.

"JV Partner" means any Person (other than the REIT or any REIT Subsidiary) that owns a direct or indirect interest in a JV Property or a JV Entity.

"JV Property" means a Property set out in Section 3.1(19)(a) of the REIT Disclosure Letter in respect of which the legal and beneficial interest in the freehold title or leasehold title, as applicable, to such Property is not 100% owned by the REIT or any of its wholly-owned Subsidiaries.

"KingSett" has the meaning specified in the Preamble.

"KingSett Confidentiality Agreement" means the mutual confidentiality agreement dated as of February 24, 2026 between KingSett Capital Inc. and the REIT.

"KingSett Guaranteed Obligations" has the meaning specified in Section 4.17(1).

"KingSett REIT Units" has the meaning specified in Section 8.10.

"Lands" means the lands and premises listed in Section 1.1(c) of the REIT Disclosure Letter.

"Law" means, with respect to any Person, any and all applicable law (including statutory and common law), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Lease" means an executed offer to lease, agreement to lease, lease, renewal of a lease, tenancy agreement, right of occupation, parking or storage space lease, or other occupancy agreement granted to a Tenant by or on behalf of the REIT or a REIT Subsidiary or a JV Entity, or its predecessors in title, to possess or occupy space within any Property or any part thereof in existence as of the date hereof and which remain in existence as of the Effective Date, together with all security, guarantees and indemnities of any Tenant's obligations thereunder, in each case, as amended, extended, assigned, renewed, supplemented or otherwise modified to the Effective Date.

"Legacy Option Plan" means the amended and restated stock option plan of the REIT dated March 1, 2021.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Loan Documents" has the meaning specified in Section 25 of Schedule "C".

"Loans" has the meaning specified in Section 25 of Schedule "C".

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"Matching Period" has the meaning specified in Section 5.4(1)(d).

"Material Adverse Effect" means any change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate with any other changes, effects, events, circumstances, facts or occurrences, has or would reasonably be expected to have a material and adverse effect on the financial condition, business, operations, results of operations, capitalization, properties, assets or liabilities (contingent or otherwise) of the REIT and the REIT Subsidiaries, taken as a whole; provided, however, that none of the following shall constitute or be taken into account in determining whether there has been a Material Adverse Effect:

(a) any change, effect, event, circumstance, fact or occurrence generally affecting the Canadian real estate industry;

(d) any adoption, proposal or implementation of or change in Law or any interpretation, application or non-application of any Law by any Governmental Entity;

(f) any hurricane, flood, tornado, earthquake or other natural disaster;

(g) any epidemic, pandemic or outbreak of illness;

(h) any action expressly required to be taken or omitted to be taken by the REIT or any REIT Subsidiaries pursuant to this Agreement or taken (or omitted to be taken) at the written request, or with the written consent, of the Purchaser, KingSett or Choice, as applicable;

(i) the execution, announcement or pendency of this Agreement or the Arrangement, including (i) in relation to the identity of any of the members of the Purchaser Group, (ii) by reason of any public communication by any of the Purchaser, KingSett or Choice regarding the plans or intentions with respect to the conduct of the business of the REIT, any of the REIT Subsidiaries or any of the JV Entities following the Effective Time to the extent arising directly from such public communication, and (iii) any loss or threatened loss of, or adverse change or threatened adverse change in the relationship of the REIT, any of the REIT Subsidiaries or any of the JV Entities with any of their current or prospective employees, tenants, lenders, suppliers, securityholders, counterparties, partners (including JV Partners), or other third parties;

(j) any change in the market price or trading volume of any securities of the REIT (it being understood that any cause underlying such change in market price may be taken into account in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by any other clause in this definition); or

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(k) the failure of the REIT to meet any internal or public projections, forecasts, guidance or estimates of, including revenues or earnings (it being understood that any cause underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by any other clause in this definition);

provided, however, that: (A) with respect to clauses (a) through (g), such change, effect, event, circumstance, fact or occurrence does not relate only to or have a materially disproportionate and adverse effect on the REIT and the REIT Subsidiaries, taken as a whole, relative to other companies and entities operating in the real estate industry in Canada, in which case such change, effect, event, circumstance, fact or occurrence may be taken into account in determining whether a "Material Adverse Effect" has occurred; and (B) references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a "Material Adverse Effect" has occurred.

"Material Contract" means any Contract to which the REIT or any of the REIT Subsidiaries or any of the JV Entities is a party or by which it is bound or to which any of their respective assets are subject:

(a) that if terminated or modified or if it ceased to be in effect would have a Material Adverse Effect;

(b) under which the REIT or any of the REIT Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than intercompany liabilities and obligations between the REIT and one or more wholly-owned REIT Subsidiaries or between two or more wholly-owned REIT Subsidiaries) in excess of $3,000,000;

(c) that relates to indebtedness for borrowed money in excess of $3,000,000 whether incurred, assumed, guaranteed or secured by any property or asset;

(d) that provides for the establishment, investment in, organization or formation of any joint venture, partnership or similar arrangement with any third party (including each JV Agreement);

(e) that constitutes (i) a Ground Lease or (ii) a Material Lease;

(f) other than Contracts for ordinary repair or maintenance or Contracts solely among the REIT or one or more of the REIT Subsidiaries, (i) under which the REIT or any of the REIT Subsidiaries is obligated to make payments in excess of $2,500,000 in the twelve month period following the date hereof or over the remaining term of such Contract, or (ii) under which the REIT or any of the REIT Subsidiaries expects to receive payments in excess of $1,500,000 in the twelve month period following the date hereof or over the remaining term of such Contract;

(g) that limits or restricts the REIT or any of the REIT Subsidiaries in any material respect from acquiring properties or engaging in any line of business or from carrying on business in any geographic area or that creates an exclusive dealing arrangement or right of first offer or refusal in respect of any material Properties;

(h) that provides for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property (or any interest in any property) with a fair market value in excess of $2,500,000 that has not been consummated or pursuant to which the REIT or any of the

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REIT Subsidiaries or any of the JV Entities have continuing payment obligations in excess of $1,500,000 in the aggregate;

(i) that constitutes or relates to related party transactions (other than (i) any Contract between the REIT and any of the REIT Subsidiaries or between any two or more REIT Subsidiaries, or (ii) any employment agreements with directors, trustees or officers of the REIT and the REIT Subsidiaries or the REIT Employees);

(j) that is a Collective Agreement; or

(k) that involves the settlement of a lawsuit with respect to which there is or would be any amount owing by the REIT or any of the REIT Subsidiaries in excess of $1,000,000 in cash.

"Material Lease" means any Lease for commercial property in excess of 25,000 square feet of gross leasable area.

"Meeting" means the special meeting of Unitholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement, the Arrangement Resolution, ancillary matters to the foregoing and, if agreed by the Purchaser and Choice, each acting reasonably, for any other purpose set out in the Circular.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"Misrepresentation" has the meaning ascribed thereto under Securities Laws.

"NCIB" means the normal course issuer bid of the REIT renewed on May 21, 2025, as it may be amended, supplemented or renewed from time to time.

"No-Action Letter" means written confirmation from the Commissioner advising that the Commissioner does not, at such time, intend to make an application under Section 92 of the Competition Act.

"OFAC" means the Office of Foreign Assets Control of the United States Treasury Department.

"OHSA" means occupational health and safety Laws.

"Opinions" means, together, the fairness opinions of RBC Capital Markets and National Bank Financial Inc. to the effect that, as of the date of such opinions and based on and subject to the limitations, qualifications and assumptions set forth therein, the Arrangement Consideration per Unit to be received by Unitholders (other than KingSett and its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to such Unitholders (other than KingSett and its affiliates).

"Option" means a unit option (formerly referred to as a stock option) to acquire a REIT Unit granted under the Legacy Option Plan.

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"Ordinary Course" means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of the operations of the business of such Person.

"Outside Date" means July 15, 2027.

"Performance Unit" means a performance trust unit of the REIT granted under the Restricted Unit Plan.

"Permitted Distribution" has the meaning specified in Section 4.1(2)(b).

"Permitted Liens" means, as of any particular time, any one or more of the following Liens in respect of any Property or personal property of the REIT or a REIT Subsidiary, as applicable:

(a) any subsisting restrictions, exceptions, reservations, limitations, provisos and conditions expressed in any original grants from the Crown;

(b) any registered restrictions or covenants that run with the land which do not materially impair the current use, operation or marketability of such Property;

(c) any unregistered easements regarding the provision of utilities to any Property which do not materially impair the current use, operation or marketability of such Property;

(d) unregistered or inchoate Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, warehousemen, carriers and other similar liens arising in the Ordinary Course that relate to obligations that are not due and payable or that are being contested in good faith by appropriate proceedings (and for which adequate reserves have been established on the Financial Statements);

(e) Liens arising out of any judgment rendered or claim filed against the REIT or any of the REIT Subsidiaries which is being contested by such party in good faith by appropriate proceedings and which relate to obligations shown in the Financial Statements delivered to Purchaser and for which reserves have been established by the REIT;

(f) unregistered or inchoate Liens for Taxes which are not yet due or payable or that are being contested in good faith by appropriate proceedings and for which reserves have been established by the REIT on the Financial Statements;

(g) security given to a public utility or any municipality or other Governmental Entity when required by the operations of any Property in the Ordinary Course;

(h) permits, reservations, covenants, servitudes, watercourse, rights of water, rights of access or user licenses, easements, rights-of-way and rights in the nature of easements (including licenses, easements, rights-of-way and rights in the nature of easements for railways, sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and water mains or electric light and power, or telephone and telegraph conduits, poles, wires and cables) in favour of any Governmental Entity or utility company in connection with the development, servicing, use or operation of any Property that do not materially and adversely affect the current use, operation or marketability of such Property;

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(i) any encroachments, title defects or irregularities which do not individually or in the aggregate materially and adversely affect the value or the current use of such Property;

(j) any matters disclosed by a survey (or certificate of location) of any Property provided such matters do not individually or in the aggregate materially and adversely affect the value or the current use of such Property;

(k) registered development agreements, subdivision agreements, site plan control agreements, servicing agreements and other similar agreements with any Governmental Entity or utility company affecting the development, servicing, use or operation of any Property that do not materially and adversely affect the value or the current use of such Property;

(l) registered cost sharing, servicing, reciprocal or other similar agreements relating to the use or operation of the Property so long as the same are being complied with in all material respects or in respect of which the non-compliance by the REIT or the REIT Subsidiaries would not materially impair the use, operation, marketability or value of the Property;

(m) municipal zoning, land use and building restrictions, by-laws, regulations and ordinances of federal, provincial, municipal or other Governmental Entities, including municipal by-laws and regulations, airport zoning regulations, restrictive covenants and other land use limitations, by-laws and regulations and other restrictions as to the use of such Property;

(n) any registered liens together with any certificate of action registered in respect thereof relating to work done by or for the benefit of a Tenant of such Property (a "Tenant Lien") so long as the REIT or any REIT Subsidiary, as applicable, has not assumed responsibility for such Tenant Lien and the REIT or any REIT Subsidiary, as applicable, is taking all reasonable steps and proceedings to cause any such Tenant Lien to be discharged or vacated from such Property;

(o) the Existing Mortgages and related security;

(p) any JV Cross Charge;

(q) any (i) existing Lease, (ii) all new Leases and renewals, extensions, modifications restatement and replacements thereof that are entered into subsequent to the date of this Agreement in compliance with the terms of this Agreement, and (iii) charge granted by Tenants against their interests in any such existing or new Lease;

(r) any (i) rights of Tenants pursuant to any Lease, and (ii) rights of JV Partners pursuant to any JV Agreement;

(s) any Lien, right or obligation created by or resulting from the acts or omissions of the Purchaser, Choice or their respective affiliates, and their respective investors, lenders, employees, officers, directors, trustees, managers, members, unitholders, partners, agents, representatives, contractors, invitees or licensees or any other Person claiming by, through or under any of the foregoing;

(t) any non-monetary Liens that, individually or in the aggregate, would not materially adversely impair the current use (or if such real property is vacant, the intended use), operation, marketability or value of the subject real property;

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(u) the exceptions and qualifications contained in Section 44(1) of the Land Titles Act (Ontario) (other than paragraphs 1, 2, 4, 5, 6, 11, 12 and 14) for Properties located in the Province of Ontario or similar exceptions and qualifications contained in similar legislation in which province a Property is located;

(v) any matter insured over by a valid owner's title insurance policy for the applicable Property, provided that such policy is in full force and effect for the benefit of the REIT Subsidiary that owns the Property as of the Effective Date and remains in full force and effect following the Effective Date; and

(w) as specified in Section 1.1(d) of the REIT Disclosure Letter.

"Person" includes an individual, general partnership, limited partnership, corporation, company, limited liability company, body corporate, joint venture, unincorporated organization, other form of business organization, estate, trust, trustee, executor, administrator or other legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

"Personal Information" means information about an identifiable individual as defined or interpreted under applicable Privacy Laws.

"Plan of Arrangement" means the plan of arrangement, substantially in the form of Schedule "A", subject to any amendments or variations made in accordance with its terms or this Agreement, or made at the direction of the Court in the Final Order (with the prior written consent of the Arrangement Parties, each acting reasonably).

"Post-Arrangement Tax Returns" has the meaning specified in Section 2.13(2).

"Pre-Acquisition Reorganization" has the meaning specified in Section 4.14(1).

"Pre-Closing Notice" has the meaning specified in Section 2.10(3).

"Privacy Laws" means any Law pertaining to the collection, use, disclosure, transfer, Processing, privacy, security or protection of Personal Information, and includes any Laws governing spam or electronic communications.

"Process" or "Processing" means to access, alter, collect, combine, compile, use, create, modify, retrieve, intercept, structure, disclose, de-identify, anonymize, derive, transfer, maintain, make available, store, destroy, record, restrict, retain, transmit, delete, dispose, erase or manage.

"Properties" means all of the Lands and the Buildings.

"Property LPs" has the meaning specified in the Plan of Arrangement.

"Purchaser" has the meaning specified in the Preamble.

"Purchaser Cash Deposit" has the meaning specified in the Plan of Arrangement.

"Purchaser Competition Act Approval" means the occurrence of one or more of the following with respect to the acquisition of the REIT contemplated by this Agreement: (a) an ARC shall have been received; or (b) both of (i) the relevant waiting period, including any extension of such waiting

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period, under Section 123 of the Competition Act shall have expired or been terminated or the notification requirement shall have been waived pursuant to section 113(c) of the Competition Act; and (ii) unless such requirement is waived in writing by the Purchaser, the Commissioner shall have issued (and not rescinded or amended) a No-Action Letter.

"Purchaser Debt Commitment Letters" means the commitment letters dated the date hereof among the Purchaser and the Purchaser Debt Financing Sources (including all exhibits, schedules, term sheets, amendments, supplements, modifications and annexes thereto, as may be amended, modified or replaced from time to time after the date of this Agreement in accordance with the terms of this Agreement including in compliance with Section 4.15).

"Purchaser Debt Financing" means the agreement of the Purchaser Debt Financing Sources to lend, subject to the terms and conditions of the Purchaser Debt Commitment Letters, the amounts set forth therein, to the Purchaser the proceeds of which will be used by the Purchaser to, among other things, finance the Purchaser's payment obligations under this Agreement including the Purchaser Cash Deposit; and the Purchaser Debt Financing includes any alternative financing obtained in accordance with Section 4.15.

"Purchaser Debt Financing Sources" means each Person (including, without limitation, Fédération des caisses Desjardins du Québec, The Toronto-Dominion Bank and each other lender, agent or arranger and underwriter) that has committed or commits to provide the Purchaser Debt Financing, pursuant to the Purchaser Debt Commitment Letters and any joinders to such letters or any definitive documentation relating thereto, together with such Person's successors, assigns, affiliates, officers, directors, employees and representatives and their respective successors, assigns, affiliates, officers, directors, employees and representatives.

"Purchaser Equity Commitment Letters" means the commitment letters dated the date hereof among the Purchaser and the Purchaser Equity Financing Sources (including all exhibits, schedules, term sheets, amendments, supplements, modifications and annexes thereto, as may be amended, modified or replaced from time to time after the date of this Agreement in accordance with the terms of this Agreement, including in compliance with Section 4.15).

"Purchaser Equity Financing" means the agreement of the Purchaser Equity Financing Sources to invest, subject to the terms and conditions of the Purchaser Equity Commitment Letters, the amounts set forth therein, to the Purchaser the proceeds of which will be used by the Purchaser to, among other things, finance the Purchaser's payment obligations under this Agreement including the Purchaser Cash Deposit; and the Purchaser Equity Financing includes any alternative financing obtained in accordance with Section 4.15.

"Purchaser Equity Financing Sources" means each equity financing source identified in the Purchaser Equity Commitment Letters, and any other Person which becomes a financing source in respect of the Purchaser Equity Financing pursuant to a Purchaser Equity Commitment Letter.

"Purchaser Financing" means, collectively, the Purchaser Equity Financing and the Purchaser Debt Financing.

"Purchaser Financing Commitments" means, collectively, the Purchaser Equity Commitment Letters and the Purchaser Debt Commitment Letters.

"Purchaser Financing Sources" means, collectively, the Purchaser Debt Financing Sources and the Purchaser Equity Financing Sources.

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"Purchaser Group" has the meaning specified in Section 5.1(1)(b).

"Registered Owner" has the meaning specified in Section 19(a)(i) of Schedule "C".

"REIT" has the meaning specified in the Preamble.

"REIT Daylight Loan" has the meaning specified in the Plan of Arrangement.

"REIT Declaration of Trust" means the amended and restated declaration of trust of the REIT dated as of November 30, 2025, as it may be further amended, supplemented or restated from time to time, which is governed by the laws of the Province of Ontario.

"REIT Disclosure Letter" means the disclosure letter dated the date of this Agreement and delivered by the REIT to the Purchaser, KingSett and Choice with this Agreement.

"REIT Employees" means employees employed by the REIT or any of the REIT Subsidiaries.

"REIT Filings" means all documents publicly filed by or on behalf of the REIT on SEDAR+ since December 31, 2023 and prior to the date thereof.

"REIT LRE" means the "loss restriction event" (as defined in the Tax Act) of the REIT (and each REIT Sub-trust) occurring on the Effective Date as a result of the Arrangement.

"REIT Sub-trust" means a REIT Subsidiary that is a trust.

"REIT Subsidiary" means a Subsidiary of the REIT, including for greater certainty any Subsidiary of the REIT that is formed after the date of this Agreement.

"REIT Subsidiary LP" means a REIT Subsidiary that is a limited partnership.

"REIT Unit" means a unit of interest in the REIT designated as a "Trust Unit" under the REIT Declaration of Trust, and "REIT Units" means, collectively, any and all REIT Units outstanding at any particular time, and for greater certainty includes units of the REIT issued pursuant to the Plan of Arrangement.

"REIT Unitholder Approval" means the approval of the Arrangement Resolution at the Meeting in accordance with Section 2.2(1)(b).

"Release" means any release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, or abandonment into the environment.

"Remaining Choice Consideration Units" has the meaning specified in the Plan of Arrangement.

"Remedial Order" means any direction, order or sanction issued or imposed by any Governmental Entity pursuant to any Environmental Laws requiring any remediation, containment, removal or clean-up of any Hazardous Substances or requiring that any Release be reduced, modified or eliminated.

"Rent Roll" means in respect of each Property, the rent roll for such Property contained in the Data Room.

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"Representative" means, with respect to any Person, any officer, trustee, director, employee, representative (including any financial or other advisor) or agent of such Person or of any of its Subsidiaries or affiliates.

"Required Consent Documents" has the meaning specified in Section 4.5(2).

"Required Lenders" means, collectively, the lenders and mortgagees under the Existing Mortgages (including Canada Mortgage and Housing Corporation).

"Required Regulatory Approvals" means the Purchaser Competition Act Approval and the Choice Competition Act Approval.

"Required Third Party Consents" means the Third Party Consents listed in Section 6.2(4) of the REIT Disclosure Letter.

"Restricted Unit" means a restricted trust unit of the REIT granted under the Restricted Unit Plan.

"Restricted Unit Plan" means the fourth amended and restated restricted trust unit plan of the REIT dated April 14, 2026, as it may be further amended, supplemented or restated from time to time.

"Retained Properties" has the meaning specified in the Plan of Arrangement.

"Retained Property GP" has the meaning specified in Section 4.14(1)(a).

"Retained Property LP" has the meaning specified in Section 4.14(1)(b).

"Retained Property LPs Formation" has the meaning specified in Section 4.14(1).

"Retained Property LPs Notice" has the meaning specified in Section 4.14(1).

"Retained Property Owner" has the meaning specified in the Plan of Arrangement.

"Retained Property Transfer Agreements" has the meaning specified in the Plan of Arrangement.

"Retained Property Transfers" has the meaning specified in the Plan of Arrangement.

"Sanctioned Jurisdiction" means any country, region or territory that is the target of any comprehensive sanctions under Sanctions Laws (including, as of the date of this Agreement, the Crimea region of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic regions of Ukraine, Cuba, Iran, North Korea and Syria).

"Sanctioned Person" means a Person who, or that is: (a) designated on any list pursuant to Sanctions Laws, including OFAC's List of Specially Designated Nationals, HM Treasury's Consolidated List of Financial Sanctions Targets, and lists of prohibited individuals or entities maintained by the Government of Canada; (b) resident or domiciled in, or incorporated under the laws of, a Sanctioned Jurisdiction; (c) a government, governmental body or other instrument or agent of, or person acting or purporting to act on behalf of, a government that is a target of sanctions under Sanctions Laws; or (d) otherwise a target of sanctions under Sanctions Laws, including by reason of ownership (including deemed ownership) or control (individually or in the aggregate) by any person or persons described in the foregoing clauses (a) to (c).

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"Sanctions Laws" means Laws regarding financial, trade or economic sanctions imposed, administered or enforced from time to time by: (a) the Government of Canada; (b) the United States of America, including, but not limited to, OFAC and the U.S. Department of State; and (c) Governmental Entities in the EU and U.K. imposing, administering or enforcing similar sanctions Laws.

"Section 3(a)(10) Exemption" has the meaning specified in Section 2.16(1).

"Securities Authority" means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

"Securities Laws" means the Securities Act (Ontario), the regulations and rules thereunder and similar Laws in the other provinces and territories of Canada.

"Security Incident" means any theft, unauthorized access to, or acquisition, use, disclosure or loss of Business Customer Information.

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+ maintained on behalf of the Securities Authorities.

"Series A Debentures" means the 3.447% senior unsecured debentures due March 1, 2028 issued by the REIT pursuant to the Series A Indenture originally in the aggregate principal amount of $200,000,000.

"Series A Indenture" means the first supplemental indenture to the 2020 Master Indenture, dated September 1, 2020, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series A Debentures.

"Series B Debentures" means the 5.572% senior unsecured debentures due March 1, 2031 issued by the REIT pursuant to the Series B Indenture originally in the aggregate principal amount of $300,000,000.

"Series B Indenture" means the second supplemental indenture to the 2020 Master Indenture, dated March 1, 2024, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series B Debentures.

"Series C Debentures" means the 5.455% senior unsecured debentures due June 12, 2032 issued by the REIT pursuant to the Series C Indenture originally in the aggregate principal amount of $300,000,000.

"Series C Indenture" means the third supplemental indenture to the 2020 Master Indenture, dated June 12, 2024, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series C Debentures.

"Series D Debentures" means the 4.513% senior unsecured debentures due June 3, 2030 issued by the REIT pursuant to the Series D Indenture originally in the aggregate principal amount of $200,000,000.

"Series D Indenture" means the fourth supplemental indenture to the 2020 Master Indenture, dated November 1, 2024, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series D Debentures.

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"Series E Debentures" means the 4.832% senior unsecured debentures due June 13, 2033 issued by the REIT pursuant to the Series E Indenture originally in the aggregate principal amount of $300,000,000.

"Series E Indenture" means the fifth supplemental indenture to the 2020 Master Indenture, dated June 13, 2025, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series E Debentures.

"Series F Debentures" means the 4.461% senior unsecured debentures due February 15, 2034 issued by the REIT pursuant to the Series F Indenture originally in the aggregate principal amount of $250,000,000.

"Series F Indenture" means the sixth supplemental indenture to the 2020 Master Indenture, dated November 14, 2025, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series F Debentures.

"Series G Debentures" means the 4.760% senior unsecured debentures due February 15, 2035 issued by the REIT pursuant to the Series G Indenture originally in the aggregate principal amount of $250,000,000.

"Series G Indenture" means the seventh supplemental indenture to the 2020 Master Indenture, dated December 8, 2025, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series G Debentures.

"Series U Debentures" means the 3.753% senior unsecured debentures due July 12, 2027 issued by the REIT pursuant to the Series U Indenture originally in the aggregate principal amount of $300,000,000.

"Series U Indenture" means the twenty-sixth supplemental indenture to the 2005 Master Indenture, dated July 10, 2017, between First Capital Realty Inc. (as succeeded by the REIT) and Computershare Trust Company of Canada, providing for the issuance of the Series U Debentures.

"Series V Debentures" means the 3.456% senior unsecured debentures due January 22, 2027 issued by the REIT pursuant to the Series V Indenture originally in the aggregate principal amount of $200,000,000.

"Series V Indenture" means the twenty-eighth supplemental indenture to the 2005 Master Indenture, dated July 22, 2019, between First Capital Realty Inc. (as succeeded by the REIT) and Computershare Trust Company of Canada, providing for the issuance of the Series V Debentures.

"Special Committee" means the special committee of the Board appointed to, among other things, consider the transactions contemplated by this Agreement.

"Special Voting Unit" means a non-participating special voting unit of the REIT issued pursuant to and having the attributes described in the REIT Declaration of Trust.

"Specified Entities" means the Persons listed in Section 1.1(e) of the REIT Disclosure Letter.

"Subsidiary" means, with respect to a Person, a corporation, partnership, trust, limited liability company, unlimited liability company, joint venture or other Person of which either: (a) such Person or any other subsidiary of the Person is a general partner, managing member or functional

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equivalent; (b) voting power to elect a majority of the board of directors or trustees or others performing a similar function with respect to such organization is held by such Person or by any one or more of such Person's subsidiaries; or (c) more than 50% of the equity interest is controlled, directly or indirectly, by such Person.

"Superior Proposal" means any bona fide written Acquisition Proposal from a Person or group of Persons who is an arm's length third party to the REIT made after the date of this Agreement that would result in any Person or group of Persons acquiring, directly or indirectly, all or substantially all of the consolidated assets of the REIT and the REIT Subsidiaries or all of the outstanding voting or equity securities of the REIT not already owned by such Person or group of Persons or their respective affiliates that:

(a) complies with applicable Securities Laws in all material respects and did not result from a breach of Article 5 of this Agreement;

(b) is not subject to any financing condition and in respect of which the Board determines in good faith (after receipt of advice from its financial advisors and its outside legal counsel) that adequate arrangements have been made to ensure that any required financing to complete such Acquisition Proposal (including payment in full for all voting or equity securities of the REIT or all or substantially all of the assets of the REIT, as applicable, and effect all other such payments contemplated by such Acquisition Proposal) shall be available;

(c) the Board determines in good faith (after consultation with outside legal counsel and financial advisors) is reasonably capable of being completed in accordance with its terms, without undue delay relative to the Arrangement, taking into account all the terms and conditions of such Acquisition Proposal and all other relevant factors permitted by Law, including financial, legal, regulatory, timing and other aspects of such proposal, any shareholder approval requirements or minimum tender conditions, and the identity of the Person or group of Persons making such Acquisition Proposal;

(d) is not subject to any due diligence or access condition; and

(e) the Board determines in good faith (after consultation with outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal and all other relevant factors permitted by Law, including all legal, financial, regulatory, timing and other aspects of such Acquisition Proposal and the identity of the Person or group of Persons making such Acquisition Proposal), if consummated in accordance with its terms (but without assuming away the risk of non-completion), would result in a transaction which is more favourable, from a financial point of view, to the Unitholders (other than the Purchaser, Choice and their respective affiliates) than the Arrangement (including any amendments to the terms and conditions of the Arrangement as proposed by the Purchaser and Choice pursuant to Section 5.4(2) of this Agreement).

"Superior Proposal Notice" has the meaning specified in Section 5.4(1)(b).

"Tangible Personal Property" means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, spare parts, vehicles and other items of tangible personal property of every kind owned or leased by the REIT or any of the REIT Subsidiaries (wherever located and whether or not carried on the books of REIT or a REIT Subsidiary), together with (a) all replacements thereof, additions and alterations thereto, and substitutions therefor, made between

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the date hereof and the Effective Time and (b) any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

"Tax Act" means the Income Tax Act (Canada).

"Tax Returns" means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

"Taxes" means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employer health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; and (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b).

"Tenant" means a Person that has the right to occupy or use any rentable area of a Building pursuant to, or as permitted by, a Lease.

"Terminating Party" has the meaning specified in Section 4.8.

"Termination Fee" has the meaning specified in Section 8.2(2)(a).

"Termination Fee Event" has the meaning specified in Section 8.2(2)(b).

"Third Party Consent Expenses" has the meaning specified in Section 4.5(1).

"Third Party Consents" means all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations from third parties or other Persons (a) that are necessary to be obtained to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain any Material Contracts in full force and effect immediately following completion of the Arrangement, or (b) as may be reasonably requested by the Purchaser and Choice, and "Third Party Consent" means any one of them.

"Transfer Right" means, with respect to the REIT or any REIT Subsidiary, a buy/sell, put option, call option, option to purchase, a forced sale, tag or drag right or a right of first offer, right of first refusal or other similar right, pursuant to the terms of which the REIT or any REIT Subsidiary, on the one hand, or a JV Partner, on the other hand, has the right to or could be required to purchase or sell directly or indirectly any interest in any Property.

"Transfer Right Notice" has the meaning set forth in Section 4.5(4).

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"Transfer Taxes" means all land transfer taxes, sales taxes (including GST/HST and any applicable provincial sales or retail sales tax), registration fees or other similar applicable taxes (which, for the avoidance of doubt, shall not include income taxes).

"Trustee Act" means the Trustee Act (Ontario).

"TSX" means the Toronto Stock Exchange.

"Unitholder Rights Plan" means the second amended and restated unitholder rights plan agreement between the REIT and Odyssey Trust Company, dated April 14, 2026, as the same may be reconfirmed, amended or amended and restated from time to time.

"Unitholders" means the registered or beneficial holders of REIT Units, as the context requires.

"U.S. Securities Act" means the United States Securities Act of 1933.

"U.S. Securities Laws" means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder.

"Voting Support Agreements" means, collectively, the voting support agreements dated the date hereof among the Purchaser, Choice and each of the trustees and officers of the REIT.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(1) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

(2) Currency. All references to "dollars" or to "$" are references to Canadian dollars, unless otherwise stated.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases, etc. The words "including", "includes" and "include" mean "including (or includes or include) without limitation," and "in the aggregate" or a phrase of similar meaning means "in the aggregate, without duplication". Unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The terms "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. The term "Agreement" and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The word "or" includes "and/or". The words "transactions contemplated under this Agreement", "transactions contemplated by this Agreement", "transactions contemplated hereby" and similar phrases or expressions includes, for the avoidance of doubt, the transactions contemplated under or by the Plan of Arrangement and the Choice Purchase Agreement.

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(5) Capitalized Terms. All capitalized terms used in any Schedule or in the REIT Disclosure Letter have the meanings ascribed to them in this Agreement.

(6) Knowledge. Where any representation or warranty is qualified by reference to the knowledge of the REIT, it is deemed to refer to the actual knowledge, after reasonable inquiry, of the following officers of the REIT: President and Chief Executive Officer; Executive Vice President, Enterprise Strategies and Chief Financial Officer; Senior Vice President, General Counsel and Corporate Secretary; and Executive Vice President and Chief Operating Officer. For purposes of this Agreement, and notwithstanding anything to the contrary contained herein, all representations and warranties made by the REIT relating to or in respect of any of the Specified Entities shall be deemed to be qualified by the knowledge of the REIT (regardless of whether such representation or warranty is so qualified in Schedule "C"). Where any representation or warranty is qualified by reference to the knowledge of the Purchaser or KingSett, it is deemed to refer to the actual knowledge, after reasonable inquiry, of the following officers of KingSett: Chief Executive Officer; Chief Financial Officer; and Chief Legal Officer. Where any representation or warranty is qualified by reference to the knowledge of Choice, it is deemed to refer to the actual knowledge, after reasonable inquiry, of the following officers of Choice: President and Chief Executive Officer; Chief Financial Officer; and Senior Vice President, General Counsel and Secretary.

(7) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the REIT required to be made shall be made in a manner consistent with IFRS.

(8) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or reenacted, unless stated otherwise.

(9) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

(10) Time References. References to time are to local time, Toronto, Ontario.

(11) Consent. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

1.3 Schedules

The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

1.4 Affiliates and Subsidiaries. In this Agreement, terms providing for the obligation of the REIT or any REIT Subsidiary to "cause" or "permit" (or similar phrases) a non-wholly owned REIT Subsidiary, an entity in which the REIT holds less than a direct or indirect controlling interest or a JV Entity to take or not to take any action, and all terms of this Agreement which relate to a covenant or obligation in respect of, involving or applicable to a non-wholly owned REIT Subsidiary, an entity in which the REIT holds less than a controlling interest or a JV Entity shall mean, in respect of any such non-wholly owned Subsidiary, entity in which it holds less than a

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direct or indirect controlling interest or JV Entity, that the REIT or wholly-owned REIT Subsidiary shall exercise such rights available to the REIT or the applicable wholly-owned REIT Subsidiary under the applicable shareholders agreement, trust indenture, partnership agreement, JV Agreement (or similar arrangement) to take or not to take such action, or to satisfy the specified covenant or obligation; provided that neither the REIT nor any of the wholly-owned REIT Subsidiaries shall be, directly or indirectly, required to seek any amendments to, or waivers from, any such Contracts in connection with this Agreement or the transactions contemplated hereby, except as expressly provided herein.

ARTICLE 2

THE ARRANGEMENT

2.1 Arrangement

The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

2.2 Interim Order

(1) As soon as reasonably practicable after the date of this Agreement, the REIT and ArrangementCo shall apply in a manner acceptable to the Purchaser and Choice, each acting reasonably, pursuant to Section 192 of the CBCA and section 60 of the Trustee Act and, in cooperation with the Purchaser and Choice, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;

(b) that the required level of approval for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by Unitholders, present in person or represented by proxy at the Meeting; and (ii) if, and to the extent required under applicable Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by Unitholders, present in person or represented by proxy at the Meeting, excluding the votes attached to REIT Units held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(c) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the REIT Declaration of Trust, including quorum requirements and all other matters, shall apply in respect of the Meeting;

(d) that the Meeting may be held as a virtual or hybrid unitholder meeting and that Unitholders who participate in the Meeting by virtual means will be deemed to be present at the Meeting for all purposes thereof;

(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(f) that the Meeting may be adjourned or postponed from time to time by the REIT in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court;

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(g) confirmation of the record date for the purposes of determining the Unitholders entitled to receive notice of and to vote at the Meeting;

(h) that, except as required by Law or the Court, the record date for the Unitholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Meeting;

(i) for the grant of Dissent Rights only to those Unitholders who are registered Unitholders as contemplated in the Plan of Arrangement;

(j) that the Parties may amend, modify or supplement the Plan of Arrangement in accordance with the terms thereof and the terms of this Agreement; and

(k) for such other matters as the Purchaser, Choice or the REIT may reasonably require, subject to obtaining the prior consent of the others, such consent not to be unreasonably withheld, delayed or conditioned, and subject to approval by the Court.

(2) In seeking the Interim Order, the REIT and ArrangementCo shall advise the Court that it is the intention of the Parties to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Choice Consideration Units pursuant to the Arrangement, subject to and conditioned upon the Court's approval, following a hearing, of the procedural and substantive fairness of the terms and conditions of the Arrangement, and the issuance of the Final Order will constitute such approval by the Court.

2.3 Meeting

The REIT shall:

(1) convene and conduct the Meeting in accordance with the Interim Order, the REIT Declaration of Trust and Law as soon as reasonably practicable, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser and Choice, except (a) in the case of an adjournment, as required for quorum purposes (in which case the REIT shall reconvene the Meeting as soon as reasonably practicable thereafter), (b) as required or permitted under Section 4.8 and Section 5.4(4), or (c) as required by Law or by any Governmental Entity;

(2) except as otherwise expressly contemplated or permitted by this Agreement, not propose or submit for consideration at the Meeting any business other than the approval of the Arrangement and Arrangement Resolution and such other matters consented to by the Purchaser and Choice in writing;

(3) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Unitholder that is inconsistent with the Arrangement Resolution, including, if so requested by the Purchaser and Choice and at the sole expense of the Purchaser and Choice, engaging the services of one or more proxy solicitation services firms selected by the Purchaser and Choice;

(4) provide the Purchaser and Choice with copies of or access to information regarding the Meeting that has been provided to the REIT generated by the REIT's transfer agent or any proxy solicitation services firm retained by the REIT, as reasonably requested from time to time by the Purchaser or Choice;

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(5) consult with the Purchaser and Choice in fixing and publishing a record date for the purposes of determining Unitholders entitled to receive notice of and vote at the Meeting;

(6) not change the record date for the Unitholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or the Court;

(7) consult with the Purchaser and Choice in fixing the date of the Meeting, give notice to the Purchaser and Choice of the Meeting and allow their respective Representatives and legal counsel to attend the Meeting;

(8) promptly advise the Purchaser and Choice, at such times as the Purchaser and Choice may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the Meeting, as to the aggregate tally of the proxies received by the REIT in respect of the Arrangement Resolution;

(9) except for non-substantive communications from any Unitholders, promptly advise the Purchaser and Choice of any communication (written or oral) from any Unitholder in opposition to the Arrangement and written communications sent by or on behalf of the REIT to any such Unitholder, provide the Purchaser and Choice with a reasonable opportunity to review and comment on any such communication to be sent by the REIT prior to it being delivered to such Unitholder and cooperate and consult with the Purchaser and Choice in connection with any discussions, negotiations or proceedings with any such Unitholder;

(10) at the reasonable request of the Purchaser or Choice from time to time, promptly provide the Purchaser and Choice with a list (in electronic form) of: (a) the registered Unitholders, together with their addresses and respective holdings of REIT Units, all as shown on the records of the REIT; (b) the names and holdings of all holders of Incentive Securities; and (c) participants in book-based systems and non-objecting beneficial owners of REIT Units, together with their addresses and respective holdings of REIT Units, all as can be reasonably obtained by the REIT using the procedures set forth under Securities Laws; and

(11) promptly advise the Purchaser and Choice of any written notice of dissent or purported exercise by any Unitholder of Dissent Rights received by the REIT in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the REIT and, subject to Law, provide the Purchaser and Choice with a reasonable opportunity to review and comment upon any written communications to be sent by or on behalf of the REIT to any such Unitholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution, prior to it being delivered to such Unitholder, and shall cooperate and consult with the Purchaser and Choice in connection with any discussions, negotiations or proceedings with any such Unitholder. The REIT shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights, without the prior written consent of the Purchaser and Choice.

2.4 REIT Circular

(1) Subject to the Purchaser's and Choice's compliance with Section 2.4(4) and Section 2.4(5), respectively, the REIT shall as promptly as reasonably practicable after the date of this Agreement prepare and complete, in consultation with the Purchaser and Choice, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the REIT shall, promptly after obtaining the Interim Order, cause the Circular and such other documents to be filed with the applicable Securities Authority and sent to each Unitholder and other

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Persons as required by the Interim Order, in each case, using all commercially reasonable efforts so as to permit the Meeting to be held by the date that is 70 days following the date of this Agreement.

(2) Subject to the Purchaser's and Choice's compliance with Section 2.4(4) and Section 2.4(5), the REIT shall ensure that on the date of mailing thereof the Circular complies in all material respects with the Interim Order and Law and does not contain any Misrepresentation (except the REIT shall not be responsible for any information included in the Circular relating to the Purchaser, the Purchaser Financing, the Purchaser Financing Sources, Choice, any affiliates of the foregoing or the Choice Units that were provided in writing by the Purchaser, Choice or their respective Representatives, as applicable, for inclusion in the Circular, including pursuant to Section 2.4(4) and Section 2.4(5)). Without limiting the generality of the foregoing, the Circular shall include: (a) a summary and copy of the Opinions; (b) a statement that the Special Committee has received the Opinions and, after consulting with outside legal counsel and financial advisors, unanimously recommended that the Board approve this Agreement and the Arrangement and recommend to Unitholders that they vote their REIT Units in favour of the Arrangement Resolution; (c) a statement that the Board after consulting with outside legal counsel and financial advisors, has unanimously determined that the Arrangement is fair, from a financial point of view, to Unitholders (other than KingSett and its affiliates) and the Arrangement is in the best interests of the Unitholders (other than KingSett and its affiliates), and unanimously recommends that Unitholders vote their REIT Units in favour of the Arrangement Resolution (the "Board Recommendation"); and (d) a statement that each trustee and executive officer of the REIT has entered into the Voting Support Agreements and, subject to the terms and conditions of such Voting Support Agreements, has agreed to vote all of such Person's REIT Units in favour of the Arrangement Resolution.

(3) The REIT shall give the Purchaser, Choice and their respective legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser, Choice and their respective legal counsel, and agrees that all information included in the Circular relating solely to (a) the Purchaser, its affiliates, the Purchaser Financing or the Purchaser Financing Sources, must be in a form and content satisfactory to the Purchaser, acting reasonably, and (b) Choice, its affiliates or the Choice Units must be in a form and content satisfactory to Choice, acting reasonably. The REIT shall provide the Purchaser and Choice with a final copy of the Circular prior to mailing the Circular to the Unitholders.

(4) The Purchaser shall promptly provide, or cause to be provided, to the REIT in writing all necessary information concerning the Purchaser, KingSett, the Purchaser Financing and the Purchaser Financing Sources as may be reasonably requested by the REIT or required by Law to be included in the Circular or in any amendments or supplements to the Circular and any other related documents required to be made by the REIT under Law in connection with the Arrangement, and acknowledges and agrees that the REIT shall be entitled to rely on the accuracy of all such information. The Purchaser shall ensure that such information provided to the REIT for inclusion in the Circular does not, at the time of mailing, contain any Misrepresentation.

(5) Choice shall promptly provide, or cause to be provided to the REIT in writing (including by public filing on SEDAR+) all necessary information concerning Choice and the Choice Units as may be reasonably requested by the REIT or required by Law to be included in the Circular or in any amendments or supplements to the Circular and any other related documents required to be made by the REIT under Law in connection with the Arrangement, and acknowledges and agrees that the REIT shall be entitled to rely on the accuracy of all such information. Choice shall ensure that such

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information provided to the REIT for inclusion in the Circular does not, at the time of mailing, contain any Misrepresentation.

(6) The Purchaser hereby indemnifies and saves harmless the REIT, the REIT Subsidiaries and their respective Representatives (and for the purposes thereof, the Purchaser acknowledges and agrees that the REIT is contracting as agent and trustee for and on behalf of such REIT Subsidiaries and Representatives) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the REIT, any REIT Subsidiary or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by the Purchaser or its Representatives in writing for inclusion in the Circular pursuant to Section 2.4(4), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

(7) Choice hereby indemnifies and saves harmless the REIT, the REIT Subsidiaries and their respective Representatives (and for the purposes thereof, Choice acknowledges and agrees that the REIT is contracting as agent and trustee for and on behalf of such REIT Subsidiaries and Representatives) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the REIT, any REIT Subsidiary or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by Choice or its Representatives in writing (including by public filing on SEDAR+) for inclusion in the Circular pursuant to Section 2.4(5), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

(8) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the REIT shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Unitholders and, if required by the Court or by Law, file the same with the Securities Authority or any other Governmental Entity as required.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the REIT and ArrangementCo shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 192 of the CBCA and section 60 of the Trustee Act, as soon as reasonably practicable, but in any event (and subject to Court availability) not later than three Business Days after the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order.

2.6 Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the REIT shall:

(1) diligently pursue, and cooperate with the Purchaser and Choice in diligently pursuing, the Interim Order and the Final Order;

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(2) provide the Purchaser, Choice and their respective legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser or Choice for inclusion in such materials, prior to the service and filing of such materials, and give reasonable consideration to all such comments;

(3) ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement, as they may be amended in accordance with their terms;

(4) provide the Purchaser, Choice and their respective legal counsel, on a timely basis, with copies of any notice of appearance, evidence or other documents served on the REIT or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any written or oral notice indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the prior written consent of the Purchaser and Choice, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein shall require the Purchaser or Choice to agree or consent to any increase in, or variation in the form of, the consideration payable to Unitholders pursuant to the Plan of Arrangement or other modification or amendment that expands or increases the Purchaser's or Choice's obligations or diminishes or limits the Purchaser's or Choice's rights set forth in any such filed or served materials or under this Agreement or the Arrangement;

(6) not object to the legal counsel of each of the Purchaser and Choice making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the REIT and its legal counsel is advised in advance of the nature of any submissions, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;

(7) oppose any proposal from any third party that the Final Order contain any provision inconsistent with this Agreement and consult with the Purchaser and Choice with respect to the defense or settlement of any Unitholder or derivative suit, action, litigation or claim relating to the Arrangement, and shall not settle any such suit, action, litigation or claim without the Purchaser's and Choice's prior written consent; and

(8) if at any time after the issuance of the Final Order and prior to the Effective Date, the REIT is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser and Choice.

2.7 Unitholder Rights Plan

The REIT and the Board shall take all required action, if any, under the Unitholder Rights Plan, prior to the Effective Time, to waive or suspend the application of the Unitholder Rights Plan to the Arrangement or to approve the termination of the Unitholder Rights Plan, subject to the occurrence of, and being effective at, the Effective Time, and to ensure that the Unitholder Rights Plan does not interfere with or impede the consummation of the Arrangement in accordance with this Agreement.

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2.8 Equity-Based Incentive Awards

(1) The Parties acknowledge and agree that the outstanding Options, Deferred Units, Restricted Units and Performance Units shall be treated in accordance with the provisions of the Plan of Arrangement. To the extent an employee's entitlement to REIT Units pursuant to the Employee Unit Purchase Plan has not been fulfilled as of the Effective Time, such employee shall receive, in exchange for the surrender of the employee's rights thereunder to the REIT, the consideration set out in accordance with the provisions of the Plan of Arrangement.

(2) The Legacy Option Plan, the Deferred Unit Plan, the Restricted Unit Plan and the Employee Unit Purchase Plan shall be terminated pursuant to the Plan of Arrangement at the time specified therein.

(3) The Parties acknowledge that, in respect of any consideration paid to a holder of Options in respect of the Options pursuant to the Plan of Arrangement who is a resident of Canada or who is or was employed in Canada (both within the meaning of the Tax Act): (a) if the deduction under paragraph 110(1)(d) of the Tax Act is otherwise available to the holder of Options, the REIT shall (i) make an election pursuant to subsection 110(1.1) of the Tax Act, and (ii) provide evidence in writing of such election to such holders of Options, in the form(s) prescribed in respect of the Tax Act, and (b) no deduction will be claimed in respect of any such payments in respect of which such an election is made in computing the taxable income of the REIT or of any Person not dealing at arm's length with the REIT under the Tax Act.

(4) The Parties shall take all such reasonable steps as may be necessary or desirable to give effect to this Section 2.8.

2.9 Debentures

(1) Choice covenants and agrees to, and to cause the applicable Choice Subsidiaries to, assume the Debentures and all obligations of the REIT and any of the REIT Subsidiaries under the Indentures and Debentures as the successor thereof following the Effective Time, in each case in accordance with the applicable terms thereof and in the manner contemplated by the Plan of Arrangement (the "Debenture Assumption"). Choice shall take, or cause to be taken, any and all actions necessary in order to effect the Debenture Assumption as may be required by and to the satisfaction of Computershare Trust Company of Canada, in its capacity as trustee for and on behalf of the holders of the Debentures (the "Debenture Trustee"), to preserve and not to impair any of the rights and powers of the Debenture Trustee and of the holders of the Debentures under the terms of the Debentures and the Indentures including executing and delivering, or causing to be executed and delivered, any consents, acknowledgements or supplemental indentures as may be reasonably required to effect the Debenture Assumption. Choice shall be solely responsible for all costs and expenses associated with the Debenture Assumption, including all customary assumption fees together with all reasonable legal fees and documented out-of-pocket legal fees of the Debenture Trustee which are incurred in connection with the Debenture Assumption.

(2) The REIT covenants to use commercially reasonable efforts to cooperate with Choice, upon Choice's reasonable request, in connection with the Debenture Assumption, including by (a) providing reasonable access to the Debenture Trustee and information relating to the Debentures and holders of the Debentures, in each case as may be necessary to facilitate the Debenture Assumption, and (b) executing and delivering, or causing to be executed and delivered, any consents, acknowledgements or supplemental indentures as may be reasonably required to effect the Debenture Assumption.

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2.10 Articles of Arrangement and Effective Date

(1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule "A", as it may be amended from time to time in accordance with this Agreement or the Plan of Arrangement, or at the direction of the Court in the Final Order (with the prior written consent of the Arrangement Parties, each acting reasonably).

(2) The REIT and ArrangementCo shall file the Articles of Arrangement with the Director no later than the twelfth (12th) Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (other than conditions that by their terms are to be satisfied on the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another date is agreed to in writing by the Parties. The Arrangement shall become effective on the Effective Date at the time or times specified in the Plan of Arrangement.

(3) The Purchaser and Choice shall, in accordance with this Section 2.10(3), deliver to the REIT a notice in writing specifying the applicable details relating to the Arrangement steps as contemplated by the Plan of Arrangement, including the Purchaser's and Choice's best estimate of all amounts, matters and details required to be specified therein as contemplated by the Plan of Arrangement (the "Pre-Closing Notice"). A draft of the Pre-Closing Notice shall initially be delivered by the Purchaser and Choice to the REIT no later than five (5) Business Days prior to the expected Effective Date, which draft notice shall be subject to such revisions or amendments as the Purchaser and Choice, each acting reasonably, may from time to time notify the REIT in writing not later than the date that is one (1) Business Day prior to the Effective Date, which Pre-Closing Notice (as finally revised or amended in accordance with the foregoing) shall be executed by the Arrangement Parties and shall be appended as a schedule to the Plan of Arrangement and shall constitute the "Pre-Closing Notice" for purposes of the Arrangement. The REIT shall, and shall cause the REIT Subsidiaries to, use commercially reasonable efforts to provide, as expeditiously as possible, such information to the Purchaser, Choice and their respective affiliates as they may reasonably request in connection with the preparation of the Pre-Closing Notice.

(4) The closing of the Arrangement will take place remotely by exchange of documents and signatures (or their electronic counterparts).

2.11 Deposit of Arrangement Consideration

(1) The Purchaser shall, following receipt of the Final Order and immediately prior to the filing by the REIT of the Articles of Arrangement with the Director, deposit or cause to be deposited with the Depositary sufficient funds to satisfy the Purchaser Cash Deposit and the REIT Daylight Loan, to be held by the Depositary in escrow in accordance with the Depositary Agreement and the Plan of Arrangement.

(2) The REIT and Choice shall on or prior to the Effective Date enter into the Choice Purchase Agreement and Choice shall, following the receipt of the Final Order and immediately prior to the filing by the REIT of the Articles of Arrangement with the Director, deposit or cause to be deposited with the Depositary (a) sufficient funds to satisfy the Choice Cash Deposit and (b) an irrevocable treasury direction for the issuance of the Choice Consideration Units and other irrevocable directions in respect of such Choice Consideration Units as may be required to implement such steps of the Plan of Arrangement for the issuance and transfer of Choice Consideration Units in

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accordance with the Plan of Arrangement, in each case to be held by the Depositary in escrow in accordance with the Depositary Agreement and the Plan of Arrangement.

2.12 Sale of Remaining Choice Consideration Units

The Arrangement Parties shall cause the Depositary to, as expeditiously as is commercially reasonable following the Effective Time, sell or cause to be sold the Remaining Choice Consideration Units on behalf of the Unitholders who are entitled to receive fractional Choice Consideration Units under the Plan of Arrangement through the facilities of the TSX and pay the net proceeds of such sales, after brokerage sales commissions, to such Unitholders, in proportion to their respective entitlements to Remaining Choice Consideration Units, net of any applicable withholding Taxes and without interest.

2.13 Tax Matters

(1) The Parties shall implement the steps contemplated by the Plan of Arrangement in such a manner so that:

(a) on the Effective Date, at the time specified in the Plan of Arrangement and prior to the REIT LRE, the Choice Property Purchasers shall acquire the Choice Acquisition Properties from the Choice Property Sellers pursuant to the Choice Purchase Agreement;

(b) each REIT Subsidiary that is a Retained Property Owner shall transfer its beneficial interest in any Retained Properties to the applicable Retained Property LP on a taxable basis pursuant to section 97(1) of the Tax Act prior to the REIT LRE;

(c) following the sale of the Choice Acquisition Properties by the Choice Property Sellers to the Choice Property Purchasers and the transfer of the Retained Properties by the Retained Property Owners to the Property LPs, each Distributing REIT Subsidiary LP shall cease to exist and be dissolved, so that the current fiscal period of each such Distributing REIT Subsidiary LP for purposes of the Tax Act shall end prior to the occurrence of the REIT LRE; and

(d) the income and taxable capital gains realized by any REIT Subsidiary LP or REIT Sub-trust prior to the REIT LRE shall be allocated or made payable to the REIT in its taxation year ending immediately prior to the REIT LRE, and made payable by the REIT to Unitholders on or before the end of such taxation year of the REIT.

(2) Provided the Arrangement is consummated, the Purchaser shall be responsible for preparing and filing, and shall prepare and file or cause to be prepared and filed, with the applicable Governmental Entity all Tax Returns of the REIT and any REIT Subsidiary that have not been filed with the applicable Governmental Entity prior to the Effective Date (including, for the avoidance of doubt, for any taxation year ending on or before the Effective Date) (collectively, the "Post-Arrangement Tax Returns").

(3) The Arrangement Parties hereby agree that:

(a) in the Post-Arrangement Tax Returns of the REIT and the REIT Sub-trusts under the Tax Act for their taxation year ending immediately prior to the REIT LRE, the Purchaser shall cause the REIT and the REIT Sub-trusts to elect not to have subsection 251.2(6) of the Tax Act apply; and

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(b) in the Post-Arrangement Tax Returns of the REIT and the REIT Sub-trusts for their taxation year ending immediately prior to the REIT LRE, the Purchaser shall cause the REIT and the REIT Sub-trusts to claim a deduction under subsection 104(6) of the Tax Act in respect of amounts payable to the Unitholders (or, in the case of a REIT Sub-trust, to the REIT) in such taxation year to the maximum extent permitted under the Tax Act.

2.14 Transfer Taxes

Prior to the Effective Date, the Purchaser, Choice and the REIT, each acting reasonably, shall allocate the consideration payable pursuant to the Choice Purchase Agreement among the Choice Acquisition Properties for purposes of determining Transfer Taxes payable in connection with the Arrangement, which allocation shall be based on the respective fair market value of the Choice Acquisition Properties and recorded in a schedule to the Choice Purchase Agreement. All Transfer Taxes payable in connection with the acquisition of the Choice Acquisition Properties pursuant to the Choice Purchase Agreement shall be paid by Choice.

2.15 Withholding Rights

The Purchaser, Choice, the Choice Subsidiaries, the REIT, the REIT Subsidiaries and the Depositary, as applicable, shall each be entitled to deduct or withhold (or cause to be deducted or withheld) from any amount otherwise payable or paid to any Person under this Agreement and the Arrangement (including, without limiting the generality of the foregoing, to any holder or former holder of REIT Units, Deferred Units, Restricted Units, Performance Units or Options), such amounts as it is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any Law, and to remit such deduction and withholding amount to the appropriate Governmental Entity. To the extent that any amount is so deducted or withheld, such deducted or withheld amount shall be treated for all purposes of this Agreement and the Arrangement as having been paid to the Person to whom such amount would otherwise have been paid, provided that such withheld amount is actually remitted to the appropriate Governmental Entity.

2.16 U.S. Securities Laws

(1) The Parties intend that the issuance and delivery of the Choice Consideration Units to the Unitholders under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the "Section 3(a)(10) Exemption"). Each Party shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.16.

(2) In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement shall be carried out on the following basis:

(a) the Arrangement shall be subject to the approval of the Court;

(b) the Court shall be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

(c) the Parties shall ensure that each Unitholder entitled to receive Choice Consideration Units in accordance with the Arrangement shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right;

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(d) each Unitholder to whom Choice Consideration Units shall be delivered pursuant to the Arrangement shall be advised that such Choice Consideration Units have not been registered under the U.S. Securities Act and shall be issued by Choice and delivered in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of Persons who are as of (or within 90 days of) the Effective Date affiliates (within the meaning of U.S. Securities Laws) of Choice, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;

(e) the Interim Order shall permit each Unitholder to whom Choice Consideration Units shall be delivered pursuant to the Arrangement to appear before the Court at the Final Order hearing so long as such Unitholder serves and files a notice of appearance within a reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of the Section 3(a)(10) Exemption; and

(f) the Final Order shall expressly state that the Arrangement is approved by the Court and include a statement to substantially the following effect:

"This Order is granted by the Court upon being advised that the Order shall serve as the basis for the reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of Choice Consideration Units pursuant to the Plan of Arrangement."

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the REIT and ArrangementCo

(1) Except as set forth in the REIT Disclosure Letter, each of the REIT and ArrangementCo represents and warrants to each of the Purchaser, KingSett and Choice as set forth in Schedule "C" hereto and acknowledges and agrees that each of the Purchaser, KingSett and Choice is relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Except for the representations and warranties set forth in this Agreement, none of the REIT, ArrangementCo or any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the REIT or ArrangementCo, including (a) any representation as to the accuracy or completeness of any financial projection, forecast, estimate of revenues, earnings or cash flows, budget or prospective information regarding the REIT, any REIT Subsidiary (including ArrangementCo) or JV Entity or their respective businesses and operations furnished or made available, directly or indirectly, to the Purchaser, KingSett or Choice or any of their respective Representatives, or (b) any representation or warranty arising in Law.

(3) The representations and warranties of the REIT and ArrangementCo contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

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3.2 Representations and Warranties of the Purchaser, Choice and KingSett

(1) The Purchaser represents and warrants to the REIT and ArrangementCo as set forth in Schedule "D" hereto, and acknowledges and agrees that the REIT and ArrangementCo are relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Choice represents and warrants to the REIT and ArrangementCo as set forth in Schedule "E" hereto, and acknowledges and agrees that the REIT and ArrangementCo are relying upon such representations and warranties in connection with the entering into of this Agreement.

(3) KingSett represents and warrants to the REIT as set forth in Schedule "F" hereto, and acknowledges and agrees that the REIT and ArrangementCo are relying upon such representations and warranties in connection with the entering into of this Agreement.

(4) Except for the representations and warranties set forth in this Agreement, none of the Purchaser, KingSett, Choice or any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser, KingSett or Choice, including (a) any representation as to the accuracy or completeness of any financial projection, forecast, estimate of revenues, earnings or cash flows, budget or prospective information regarding the Purchaser, KingSett or Choice or any of their respective Subsidiaries or their respective businesses or operations furnished or made available, directly or indirectly, to the REIT or any of its Representatives, or (b) any representation or warranty arising in Law.

(5) The representations and warranties of the Purchaser, KingSett and Choice contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the REIT

(1) Until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the Purchaser and Choice, such consent not to be unreasonably withheld, conditioned or delayed, (b) as required or expressly permitted by this Agreement or the Plan of Arrangement, (c) as required by Law or any Governmental Entity, (d) in connection with the Retained Property LPs Formation or a Pre-Acquisition Reorganization, or (e) as expressly set out in the REIT Disclosure Letter, the REIT shall, and shall cause each of the REIT Subsidiaries and JV Entities to (i) conduct its and their respective businesses in the Ordinary Course and in accordance with Law, and (ii) use commercially reasonable efforts to preserve (A) substantially intact their respective current business organizations, (B) their properties and assets in good repair and condition (normal wear and tear excepted), and (C) their goodwill and business relations with material suppliers, Tenants, business partners (including any JV Partner) and other Persons with which the REIT, the REIT Subsidiaries and the JV Entities have material business relations.

(2) Without limiting the generality of Section 4.1(1), until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (a) with the prior written consent of the Purchaser and Choice, such consent not to be unreasonably withheld, conditioned or delayed, (b) as required or expressly permitted by this Agreement or the Plan of

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Arrangement, (c) as required by Law or any Governmental Entity, (d) in connection with the Retained Property LPs Formation or a Pre-Acquisition Reorganization, or (e) as expressly set out in Section 4.1(2) of the REIT Disclosure Letter, the REIT shall not, and shall not permit any of the REIT Subsidiaries or any JV Entity to, directly or indirectly:

(a) amend the Constating Documents of the REIT or any of the REIT Subsidiaries;

(b) (i) split, combine or reclassify any REIT Units or other securities of the REIT or any REIT Subsidiary, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) with respect to any class of securities, (iii) change the record date or payment date for any dividend or distribution, or (iv) amend the terms of any of its securities, in each case except for (A) regular monthly distributions paid by the REIT in an amount not exceeding $0.076 per REIT Unit per month and any equivalent distribution to the extent required or permitted under the Incentive Plans which shall not be settled through the issuance of REIT Units from treasury (a "Permitted Distribution"), (B) dividends or distributions by a wholly-owned REIT Subsidiary to the REIT, by a wholly-owned REIT Subsidiary to another wholly-owned REIT Subsidiary or by any JV Entity, or (C) a distribution of the REIT's income pursuant to the REIT Declaration of Trust by issuance of REIT Units which are immediately consolidated such that the number of REIT Units following such consolidation is no greater than the number of REIT Units prior to such distribution;

(c) redeem, repurchase or otherwise acquire, or offer to redeem, repurchase or otherwise acquire any REIT Units or other securities of the REIT (including any Debentures), any REIT Subsidiary or any JV Entity, except (i) the redemption, repurchase or acquisition of (A) Incentive Securities in accordance with the terms of the Incentive Plans, including the satisfaction of any outstanding indebtedness or Taxes upon the vesting or settlement of Incentive Securities, in each case in accordance with the terms of the applicable Incentive Plan, (B) REIT Units in accordance with the REIT Declaration of Trust or the Employee Unit Purchase Plan, in each case in accordance with the terms thereof, or (C) the Debentures upon the maturity thereof in accordance with the terms of the applicable Indenture, or (ii) as the REIT may determine, in good faith and after prior consultation with the Purchaser and Choice, to be necessary for the REIT to maintain its status as a "mutual fund trust" or "real estate investment trust" (each as defined in the Tax Act);

(d) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance (other than Permitted Liens) of, any securities of or interests in the REIT, any of the REIT Subsidiaries or any JV Entity (including, without limiting the generality of the foregoing, REIT Units or other equity or voting interests, or any options, warrants or similar rights exercisable or exchangeable for or convertible into REIT Units or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of REIT Units, including issuances under the Incentive Plans), except for (i) the issuance of REIT Units upon the exercise or settlement of outstanding Incentive Securities in accordance with the terms thereof, (ii) the issuance of any securities of any REIT Subsidiary to the REIT or any other wholly-owned REIT Subsidiary, (iii) the issuance of REIT Units as required pursuant to obligations under the Employee Plans in accordance with the terms thereof, (iv) the crediting of additional REIT Units or Incentive Securities on outstanding Incentive Securities in accordance with the terms of such Incentive Securities effective as of the date of this Agreement in connection with the

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declaration and payment of Permitted Distributions, or (v) the issuance of REIT Units pursuant to a distribution referred to in Section 4.1(2)(b)(C);

(e) reorganize, restructure, merge, combine or amalgamate with any Person;

(f) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests in any Person or businesses, other than personal or movable property and equipment in the Ordinary Course;

(g) sell, assign, transfer, let lapse, abandon or otherwise dispose of, directly or indirectly, in one transaction or in a series of transactions, any of its assets, except for (i) Tangible Personal Property in the Ordinary Course, (ii) property or equipment which is obsolete, or (iii) transactions solely between the REIT and a wholly-owned REIT Subsidiary or between wholly-owned REIT Subsidiaries;

(h) grant any Lien against any Property that is not a Permitted Lien other than pursuant to the terms of a Material Contract;

(i) except in connection with actions permitted pursuant to Section 4.1(2)(j), make any expenditures (including any capital expenditure or leasing expenditure) or enter into any commitments to do so, other than in connection with expenditures (i) reasonably necessary to respond to emergencies or to protect life, limb or property or (ii) contemplated by the Capital Expenditure Budget;

(j) take any action in respect of any redevelopment or rezoning of any Property or any material alteration or construction of any Property or enter into any commitment or agreement in respect of the same, other than in connection with expenditures contemplated by the Capital Expenditure Budget or the Development Expenditure Budget;

(k) other than any extensions, renewals or refinancings of Existing Mortgages in the Ordinary Course, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for (i) indebtedness owing by the REIT or by a wholly-owned REIT Subsidiary to the REIT or to another wholly-owned REIT Subsidiary, (ii) borrowings made under their existing credit facilities in the Ordinary Course or (iii) with the prior written consent of Choice (not to be unreasonably withheld, conditioned or delayed), indebtedness incurred by the REIT to refinance any Debentures that mature prior to the Effective Date, which indebtedness shall be short term debt that can be repaid without penalty at any time, and will only be incurred in the amount of the Debentures to be so refinanced, and which indebtedness will be assumed by Choice on the Effective Date;

(l) prepay any long-term indebtedness before its scheduled maturity;

(m) make any loan or advance to, or make any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, except for (i) loans made by the REIT to wholly-owned REIT Subsidiaries or loans made by a wholly-owned REIT Subsidiary to another wholly-owned REIT Subsidiary, or (ii) transactions required pursuant to the terms of the Material Contracts listed in Section 4.1(2)(m) of the REIT Disclosure Letter;

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(n) enter into any material interest rate, currency, equity or commodity swaps, derivatives or similar financial instruments other than in the Ordinary Course;

(o) (i) amend, supplement or modify in an adverse manner, or terminate any credit facilities, construction facilities or loans, other than any of the Indentures governing the Debentures, or (ii) amend, supplement or modify any of the Indentures governing the Debentures;

(p) make any material change in the REIT's accounting methods, policies, principles, practices or procedures, or revalue in any material respect any of the Properties (including any write-offs or write-downs), in each case except as required by IFRS (or any interpretation thereof);

(q) (i) hire any Person earning an annualized base salary or wage greater than $150,000 (or its equivalent), or (ii) terminate, except for cause, the employment of any Person earning an annualized base salary or wage greater than $150,000 (or its equivalent);

(r) except as required by the terms of the existing Employee Plans or Contracts made available in the Data Room, grant any increase in the rate of wages, salaries, payments, bonuses or retention or incentive compensation of any trustees or officers of the REIT or the REIT Subsidiaries, or any REIT Employee earning an annualized base salary or wage greater than $150,000, in each case other than in the Ordinary Course;

(s) adopt or enter into any Employee Plan or materially amend any Employee Plan;

(t) except as required by the terms of the existing Employee Plans or Contracts made available in the Data Room, (i) pay any benefit to any trustee, director or officer of the REIT or any of the REIT Subsidiaries or to any other REIT Employee earning an annualized base salary or wage greater than $150,000, (ii) grant, accelerate, increase, waive any condition to, or otherwise materially amend, any payment, award or other benefit payable to, or for the benefit of, any trustee, director or officer of the REIT or any of the REIT Subsidiaries or any other REIT Employee earning an annualized base salary or wage greater than $150,000, in each case other than in the Ordinary Course, or (iii) grant, accelerate, increase, waive any condition to, or otherwise materially amend, the payment of severance, change of control, retention, termination bonus or payments, "golden parachute" or similar entitlement to (or enter into new arrangements with or materially amend any existing arrangement in relation thereto with) any director, trustee or officer of the REIT or any of the REIT Subsidiaries or any other REIT Employee earning an annualized base salary or wage greater than $150,000;

(u) enter into, modify or amend any Collective Agreement;

(v) compromise or settle any litigation, claim, suit or proceeding, including any litigation, claim, suit, or proceeding brought by or involving any Governmental Entity or any current, former or purported holder of any securities of the REIT that (i) will result in a payment by or to the REIT in excess of $500,000 individually or $1,000,000 in the aggregate, or (ii) would reasonably be expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement;

(w) (i) amend in an adverse manner, waive any material right under, or renew or extend (except as may be permitted under the terms thereof on terms materially consistent with terms in existence on the date thereof), terminate, or accept a surrender of, any Material Contract,

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(ii) waive any material breach of any Material Contract of which it becomes aware, (iii) materially breach or violate or be in material default under any Material Contract, or (iv) enter into any new Contract that would be a Material Contract if entered into prior to the date thereof;

(x) enter into or amend in any material respect any Contract with any broker or investment banker, including any amendment of the engagement letters with the Financial Advisors;

(y) waive, release or assign any rights, claims or benefits that are material to the REIT and the REIT Subsidiaries, on a consolidated basis, including any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement or other restrictive covenant obligations;

(z) materially amend any existing material Authorizations, abandon or fail to diligently pursue any application for any material Authorizations or take any action, or fail to take any action, that would reasonably be expected to lead to the termination of any material Authorizations;

(aa) (i) make, rescind, revoke or amend any material election relating to Taxes or change annual Tax accounting periods or methods of Tax accounting, (ii) settle or compromise (or offer to settle or compromise) any material Tax claim, audit, proceeding or re-assessment, (iii) file any amended Tax Return, (iv) enter into any material agreement with a Governmental Entity with respect to Taxes, (v) surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, or (vi) amend or change any of its methods for reporting income, deductions or accounting for income Tax purposes that, in each case would reasonably be expected to be material to the REIT or any of the REIT Subsidiaries;

(bb) enter into any material Tax sharing, Tax advance pricing, Tax allocation, Tax indemnification or similar agreement (other than customary Tax indemnification provisions in commercial contracts not primarily related to the indemnification of Tax obligations);

(cc) make a request for a Tax ruling or voluntary disclosure or enter into any agreement with any Governmental Entity or consent to any extension or waiver of any limitation period with respect to Taxes;

(dd) adopt or effect a plan of liquidation or resolutions providing for the liquidation or dissolution of the REIT, any of the REIT Subsidiaries or any JV Entity;

(ee) enter into any new line of business, or materially change the business carried on by the REIT and the REIT Subsidiaries, as a whole;

(ff) except for renewals in the Ordinary Course, amend or modify in any material and adverse manner or terminate, cancel or fail to use commercially reasonable efforts to maintain in full force and effect the existing insurance (or re-insurance) policies covering the REIT or any of the REIT Subsidiaries and their respective properties, assets and businesses in effect on the date of this Agreement except where such insurance policies are replaced with insurance policies underwritten by insurance and re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or

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greater than the coverage under such terminated, cancelled or lapsed policies for substantially similar premiums; or

(gg) agree, resolve, or otherwise commit to do any of the foregoing.

(3) The REIT hereby agrees that, unless this Agreement is terminated pursuant to the terms hereof, it shall suspend or terminate purchases of REIT Units pursuant to any automatic purchase plan entered into by the REIT in connection with the NCIB, subject to compliance with the terms of such plan, which suspension or termination shall be effective as promptly as practicable following the date thereof.

(4) Without derogation from the REIT's obligations under this Agreement, nothing contained in this Agreement shall give the Purchaser, KingSett or Choice, directly or indirectly, the right to control or direct the operations of the REIT or any of the REIT Subsidiaries prior to the Effective Time. Prior to the Effective Time, the REIT and the REIT Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their business operations.

4.2 Conduct of Business of Choice

(1) Until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the REIT, such consent not to be unreasonably withheld, conditioned or delayed, (b) as required or expressly permitted by this Agreement or the Plan of Arrangement, or (c) as required by Law or any Governmental Entity, Choice shall, and shall cause each of the Choice Subsidiaries to conduct its and their respective businesses in the Ordinary Course and in accordance with Law.

(2) Without limiting the generality of Section 4.2(1), until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the REIT, such consent not to be unreasonably withheld, conditioned or delayed, (b) as required or expressly permitted by this Agreement or the Plan of Arrangement, or (c) as required by Law or any Governmental Entity, Choice shall not, and shall not permit any of the Choice Subsidiaries to, directly or indirectly:

(a) amend the Constating Documents of Choice;

(b) (i) split, combine or reclassify any Choice Units or other securities of Choice, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) with respect to any class of securities, (iii) change the record date or payment date for any dividend or distribution, or (iv) amend the terms of the Choice Units, in each case except for (A) regular monthly distributions paid by Choice in an amount not exceeding $0.065 per Choice Unit per month, or any other amount that is the result of any Ordinary Course increase(s) in the regular monthly distributions paid by Choice, and any equivalent distribution to the extent required or permitted under the terms of the securities-based compensation plans of Choice existing as of the date of this Agreement (a "Choice Permitted Distribution"), (B) dividends or distributions by a wholly-owned Choice Subsidiary to Choice, or by a wholly-owned Choice Subsidiary to another wholly-owned Choice Subsidiary, or (C) a distribution of Choice's income pursuant to the Choice Declaration of Trust by issuance of Choice Units which are immediately consolidated such that the number of Choice Units following such distribution is no greater than the number of Choice Units prior to such distribution;

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(d) adopt or effect a plan of liquidation providing for the liquidation or dissolution of Choice; or

(e) agree, resolve, or otherwise commit to do any of the foregoing.

4.3 Regarding the Arrangement

(1) Other than in connection with the Required Regulatory Approvals, which shall be governed by Section 4.4, the Third Party Consents, which shall be governed by Section 4.5, and the Purchaser Financing, which shall be governed by Section 4.15, each of the Parties shall use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things required or necessary under Law to consummate the Arrangement as soon as practicable, including, as applicable:

(a) using commercially reasonable efforts to satisfy, or cause to be satisfied, each of the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 applicable to it;

(b) carrying out the terms of the Interim Order and the Final Order applicable to it and complying with all material requirements imposed by Law on it with respect to this Agreement or the Arrangement;

(c) using commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to this Agreement or the Arrangement;

(d) using commercially reasonable efforts to obtain all necessary exemptions, consents, approvals and authorizations as are required by it under Law with respect to this Agreement or the Arrangement;

(e) using commercially reasonable efforts to, upon reasonable consultation with the other Parties, oppose, appeal, overturn, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or any of its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their respective directors, trustees or officers challenging this Agreement or the Arrangement or consummation of the transactions contemplated hereby (including the Purchaser obtaining the Purchaser Financing contemplated by Section 4.15) or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reserved, so as to enable closing to occur as soon as reasonably practicable in accordance with this Agreement; provided that none of the Parties nor any of their respective Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed;

(f) in the case of the REIT, subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.9, at the Purchaser's request, using commercially reasonable efforts to obtain the resignations and customary mutual releases (subject to customary exceptions and otherwise in a form satisfactory to the Parties, acting reasonably)

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of the trustees or directors, as applicable, of the REIT and the REIT Subsidiaries specified in writing by the Purchaser and cause them to be replaced by persons nominated by the Purchaser effective as of the time specified in the Plan of Arrangement; and

(g) not taking any action, or refrain from taking any action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated under this Agreement.

(2) Other than in connection with the Required Regulatory Approvals, which shall be governed by Section 4.4, the Third Party Consents, which shall be governed by Section 4.5, and the Purchaser Financing, which shall be governed by Section 4.15, each Party shall promptly notify the other Parties in writing of:

(a) any material written notice or other material written communication from any Governmental Entity in connection with this Agreement or the Arrangement (and, subject to Law, shall contemporaneously provide a copy of any such written notice or communication to the other Parties);

(b) any filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Party or any of the REIT Subsidiaries that relate to this Agreement or the Arrangement;

(c) any notice or other written communication from any Person alleging that consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; and

(d) any notice or other written communication from any Person with whom the REIT or any of the REIT Subsidiaries has a material business relationship that such Person is terminating or otherwise materially adversely modifying its relationship with the REIT or any of the REIT Subsidiaries as a result of this Agreement or the Arrangement (and shall contemporaneously provide a copy of any such written notice or communication to the other Parties).

4.4 Required Regulatory Approvals

(1) In connection with the Choice Competition Act Approval:

(a) as soon as practicable, but in any event no later than 15 Business Days after the date of this Agreement, or such later date as the Parties may agree, Choice shall file with the Commissioner a request for an ARC or, in the alternative, a No-Action Letter; and

(b) in addition, as soon as possible thereafter, but in any event within 20 Business Days after the date of this Agreement, Choice and the REIT shall each file, or cause to be filed, a pre-merger notification filing unless Choice and the REIT mutually agree to file on a different date.

(2) In connection with the Purchaser Competition Act Approval:

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(a) as soon as practicable, but in any event no later than 15 Business Days after the date of this Agreement, or such later date as the Parties may agree, the Purchaser shall file with the Commissioner a request for an ARC or, in the alternative, a No-Action Letter; and

(b) in addition, as soon as possible thereafter, but in any event within 20 Business Days after the date of this Agreement, the Purchaser and the REIT shall each file, or cause to be filed, a pre-merger notification filing unless the Purchaser and the REIT mutually agree to file on a different date.

(3) The Parties shall keep each other fully informed as to the status and progress of efforts to obtain or satisfy the Required Regulatory Approvals.

(4) Choice shall be responsible for the applicable filing fee incurred in connection with obtaining or satisfying the Choice Competition Act Approval. The Purchaser shall be responsible for the filing fee incurred in connection with obtaining or satisfying the Purchaser Competition Act Approval.

(5) The Parties will consult and cooperate with each other in connection with the effort to obtain or satisfy the Required Regulatory Approvals. Without limiting the generality of the foregoing:

(a) In connection with the Choice Competition Act Approval:

(i) Choice and its counsel shall allow the Purchaser, the REIT and their respective counsels to provide input into the form and content of the ARC application (and any supplementary submissions made to the Commissioner) prior to the making thereof, and shall consider in good faith all reasonable additions, deletions or changes thereto suggested by the Purchaser, the REIT and their respective counsels;

(ii) Choice and the REIT shall comply, as promptly as is reasonably practicable, with any requests for additional information, documents, or materials received by Choice or the REIT from the Commissioner and each of Choice and the REIT (including their affiliates) shall comply with any supplemental information request issued pursuant to section 114(2) of the Competition Act within 90 days of issuance (unless alternative timing is agreed as between Choice and the REIT);

(iii) Choice and the REIT shall promptly notify each other Party of any communication from the Commissioner and shall permit the other Party or its counsel to review in advance any proposed communication to the Commissioner and to comment thereon;

(iv) neither Choice nor the REIT shall participate in any meeting, either in person or by phone, with the Commissioner relating to the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by the Commissioner, provides the other Party and its counsel the opportunity to attend and participate thereat (except (A) where the timing of the response requested by the Commissioner does not reasonably permit such review, (B) the Commissioner expressly requests that another Party should not be present at the meeting or discussion or part or parts of the meeting or discussion, or (C) where competitively or commercially sensitive information may be discussed, in which case, with respect to meetings and discussions with the Commissioner,

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reasonable best efforts will be made to allow external legal counsel to participate); and

(v) Choice and the REIT shall promptly notify the Purchaser and its counsel of any communication from the Commissioner relating to a timing commitment, or any other matter that may impact the Purchaser, and shall permit the Purchaser or its counsel, as appropriate, to review in advance any proposed communication to the Commissioner regarding any such matter and shall provide the Purchaser and its counsel the opportunity to attend and participate in any meeting with the Commissioner, either in person or by phone, where it is anticipated that one or more of those matters will be discussed.

(b) In connection with the Purchaser Competition Act Approval:

(i) the Purchaser and its counsel shall allow Choice, the REIT and their respective counsels to provide input into the form and content of the ARC application (and any supplementary submissions made to the Commissioner) prior to the making thereof, and shall consider in good faith all reasonable additions, deletions or changes thereto suggested by Choice, the REIT and their respective counsels;

(ii) the Purchaser and the REIT shall comply, as promptly as is reasonably practicable, with any requests for additional information, documents, or materials received by the Purchaser or the REIT from the Commissioner and each of the Purchaser and the REIT (including their affiliates) shall comply with any supplemental information request issued pursuant to section 114(2) of the Competition Act within 90 days of issuance (unless alternative timing is agreed as between the Purchaser and the REIT);

(iii) the Purchaser and the REIT shall promptly notify the other Party of any communication from the Commissioner and shall permit the other Party or its counsel, as appropriate, to review in advance any proposed communication to the Commissioner and to comment thereon;

(iv) neither the Purchaser nor the REIT shall participate in any meeting, either in person or by phone, with the Commissioner relating to the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by the Commissioner, provides the other Party and its counsel the opportunity to attend and participate thereat (except (A) where the timing of the response requested by the Commissioner does not reasonably permit such review, (B) the Commissioner expressly requests that another Party should not be present at the meeting or discussion or part or parts of the meeting or discussion, or (C) where competitively or commercially sensitive information may be discussed, in which case, with respect to meetings and discussions with the Commissioner, reasonable best efforts will be made to allow external legal counsel to participate); and

(v) the Purchaser and the REIT shall promptly notify Choice and its counsel of any communication from the Commissioner relating to a timing commitment, or any other matter that may impact Choice, and shall permit Choice or its counsel, as appropriate, to review in advance any proposed communication to the Commissioner regarding any such matter and shall provide Choice and its counsel

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the opportunity to attend and participate in any meeting with the Commissioner, either in person or by phone, where it is anticipated that one or more of those matters will be discussed.

(6) For greater certainty, subject at all times to their full compliance with all of their obligations contained in this Section 4.4, the Purchaser and Choice shall jointly control and lead all communications and strategy in connection with obtaining or satisfying the Required Regulatory Approvals and shall cooperate in good faith to obtain or satisfy the Required Regulatory Approvals. However, in the event of a disagreement over the strategy, tactics, or decisions relating to obtaining or satisfying the Choice Competition Act Approval, Choice shall have the final and ultimate authority over the appropriate strategy, tactics, and decisions, subject at all times to Choice's full compliance with all of its obligations contained in this Section 4.4. In the event of a disagreement over the strategy, tactics or decisions relating to obtaining or satisfying the Purchaser Competition Act Approval, the Purchaser shall have the final and ultimate authority over the appropriate strategy, tactics, and decisions subject at all times to the Purchaser's full compliance with all of its obligations contained in this Section 4.4.

(7) Choice and the Purchaser shall not, and shall cause their respective affiliates not to, enter into any other transaction, including any merger, amalgamation, acquisition, business combination or joint venture, that would reasonably be expected to prevent, materially delay, impede or put at risk the obtaining or satisfying of, or increase the risk of not obtaining or satisfying, the Required Regulatory Approvals, or otherwise prevent, materially delay, impede or put at risk the consummation of the transactions contemplated by this Agreement.

(8) Choice and the Purchaser shall not withdraw any Competition Act filing in connection with a Required Regulatory Approval except with the prior written consent of the REIT.

(9) Choice, the Purchaser and the REIT shall each use their reasonable best efforts to obtain or satisfy the Required Regulatory Approvals and to ensure that there is otherwise no prohibition or injunction on the consummation of the transactions contemplated under this Agreement pursuant to the Competition Act, and to remove any such prohibition or injunction as soon as reasonably practicable but, in any event, no later than the Outside Date and each Party shall provide such information and cooperation as reasonably requested by the other Parties in connection therewith.

4.5 Third Party Consents and Transfer Rights

(1) Subject to Section 4.5(3), the REIT, the Purchaser, KingSett and Choice shall use their reasonable best efforts to obtain the Required Third Party Consents and any Third Party Consents from JV Partners. In connection with the seeking of Required Third Party Consents and any other Third Party Consents from JV Partners, the REIT shall provide Purchaser and Choice with advance copies of the form of any documents, instruments, certificates, consents, acknowledgments, opinions, notices and other items required in connection with the transactions contemplated under this Agreement including, for greater certainty, the Arrangement and any Pre-Acquisition Reorganization (the "Required Consent Documents"), and any Required Consent Documents that deviate from such form, and shall provide Purchaser and Choice with a reasonable opportunity to review and provide their comments in respect thereof and shall give reasonable consideration to any such comments. Without limiting the generality of the foregoing, the Purchaser shall be solely responsible for all costs and expenses associated with obtaining the Third Party Consents (except for Third Party Consents in connection

[Redacted: Commercially sensitive matters related to Required Third Party Consents.]

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with the acquisition of any Choice Acquisition Property, the costs and expenses of which shall be the sole responsibility of Choice), including all customary assumption or consent fees including premiums for any endorsements to or re-date of the title insurance policies previously issued, servicing fees, rating agency fees, together with all reasonable legal fees and documented out-of-pocket legal fees (collectively, the "Third Party Consent Expenses") of third parties (including JV Partners) which are incurred in connection with providing such Third Party Consents, and each of the Purchaser and Choice will reimburse the REIT for any reasonable Third Party Consent Expenses incurred by the REIT or any of the REIT Subsidiaries in connection with the REIT's obligations under this Section 4.5. Each of the Purchaser, KingSett and Choice acknowledges and agrees that except for the Required Third Party Consents, the receipt of any Third Party Consents including from the Required Lenders, JV Partners or any other third parties party to such Material Contracts is not a condition to any of its obligations under this Agreement, and the consummation of the Arrangement and other transactions contemplated under this Agreement shall not be conditioned on or delayed or postponed by or as a result of failure to receive any such Third Party Consent.

(2) The REIT, the Purchaser, KingSett and Choice shall, and the REIT shall cause the REIT Subsidiaries to, in respect of the Required Third Party Consents, use reasonable best efforts, or, in respect of any other Third Party Consents, use commercially reasonable efforts, to: (a) cooperate with the customary requests of the Required Lenders, JV Partners, or other third parties party to such Material Contracts for delivery of information, documents, statements, materials and other items about themselves or their Subsidiaries; (b) approve any Required Consent Documents, in form and content customarily required of similarly situated buyers, sellers, joint venture partners or other third parties in similar transactions subject to approval by the REIT (such approval not to be unreasonably withheld, delayed or conditioned); provided that the Required Consent Documents will be effective as of or immediately prior to and conditioned on the occurrence of the transactions contemplated under this Agreement; (c) provide customary releases to the Required Lenders, JV Partners, or other third parties party to such Material Contracts, if required by such Required Lenders, JV Partners or such other third parties; and (d) comply with any other customary requirements and conditions of the Required Lenders, JV Partners, or such other third parties in connection with the Arrangement, the Pre-Acquisition Reorganization and the Choice Purchase Agreement.

(3) The REIT's cooperation pursuant to Section 4.5(2) shall include: (a) providing the Purchaser, KingSett or Choice with reasonable access to Required Lenders, JV Partners, and other third parties, provided that, if reasonably requested, the REIT shall be entitled to participate in any discussions or communications with any Required Lender, JV Partner, or third party from which any Third Party Consent is being sought; (b) confirming, remaking and updating any representations and warranties in the Existing Mortgages and any customary documents entered into in connection therewith as of the Effective Time, if reasonably required by the Required Lenders or other third parties subject to any necessary exceptions or modifications necessitated by facts and circumstances discovered after the date of the Existing Mortgages; (c) promptly executing and delivering any and all documents, instruments, agreements, and items required under the Existing Mortgages, Leases, JV Agreements and customary documents entered into in connection with the requests for the Third Party Consents, in form and substance approved by the REIT (such approval not to be unreasonably withheld, delayed or conditioned); (d) exercising or causing applicable REIT Subsidiaries to exercise their respective rights (other than Transfer Rights, which rights are addressed in Sections 4.5(4) and (5)) under applicable JV Agreements to the extent available to the REIT and to such REIT Subsidiaries and necessary to facilitate the transactions contemplated by the Arrangement; and (e) promptly supplying to the Required Lenders, JV Partners, or other third parties upon receipt of written requests therefor, all non-confidential

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financial and other information with respect to the REIT and applicable Properties as may be reasonably requested from time to time by the Required Lenders, JV Partners, or other third parties, in accordance with the terms and conditions of the applicable Existing Mortgages, Leases or JV Agreements, as applicable, and any customary documents entered into in connection therewith. Notwithstanding the foregoing, none of the REIT nor any REIT Subsidiary will be required to: (a) pay or agree to pay any commitment, consent or other similar fee, or incur any other cost, expense or liability or provide in connection with any such Third Party Consent prior to the Effective Time (except those fees and expenses that the REIT is or will be reimbursed for by the Purchaser); (b) take any action or do anything that would (i) contravene any Law, any of its Constating Documents or any other Material Contract, or (ii) be capable of impairing or preventing the satisfaction of any condition set forth in Article 6; (c) commit to take any action that is not contingent on the consummation of the transactions contemplated herein at the Effective Time or to the extent it would unreasonably interfere with the business or operations of the REIT or any of the REIT Subsidiaries; or (d) except as required to comply with Law, disclose any information that in the reasonable judgment of the REIT would result in the disclosure of any trade secrets or similar information or violate any obligations of the REIT or any other Person with respect to confidentiality. Nothing in this Agreement will require any Representative of the REIT or any of the REIT Subsidiaries to deliver any certificate or opinion or take any other action pursuant to this Section 4.5 that would or would reasonably be expected to result in personal liability to such Representative.

(4)

[Redacted: Commercially sensitive matters related to Required Third Party Consents.]

(5)

[Redacted: Commercially sensitive matters related to Required Third Party Consents.]

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[Redacted: Commercially sensitive matters related to Required Third Party Consents.]

(6)

[Redacted: Commercially sensitive matters related to Required Third Party Consents.]

(7)

No actions taken or cooperation provided by the REIT and the REIT Subsidiaries pursuant to this Section 4.5 shall be considered to constitute a breach of the representations, warranties or covenants of the REIT or the REIT Subsidiaries under this Agreement.

4.6 Access to Information; Confidentiality

(1)

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contracts (including, without limitation, the Confidentiality Agreements), in each case solely for the purpose of furthering the consummation of the transactions contemplated by this Agreement (and integration activities related thereto), the REIT shall use commercially reasonable efforts to: (a) give the Purchaser, KingSett and Choice and their respective authorized Representatives, reasonable access during normal business hours to the REIT's and the REIT Subsidiaries' (i) premises, (ii) property and assets (including all books and records), and (iii) senior personnel; (b) furnish to the Purchaser, KingSett and Choice and their respective authorized Representatives such financial and operating data and other information with respect to the assets or business of the REIT and any of the REIT Subsidiaries as they may reasonably request, provided that no investigation pursuant to this Section 4.6 shall affect or be deemed to modify any representation or warranty made by the REIT or ArrangementCo herein; and (c) instruct its Representatives to cooperate with the Purchaser, KingSett and Choice and their respective Representatives in respect of (a) and (b), but subject to the Confidentiality Agreements; and, to the extent such access is permitted, provided that: (x) the Purchaser, KingSett or Choice, as applicable, provides the REIT with reasonable notice of any request under this Section 4.6(1); (y) any such access contemplated in this Section 4.6(1) (other than the materials in the Data Room) shall be provided during the REIT's normal business hours only and only to the extent that such access does not unreasonably interfere with the conduct of the business of the REIT or the REIT Subsidiaries (including operating in the Ordinary Course), unreasonably burden the business

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responsibilities and duties of any personnel prior to the Effective Time in a material manner or create unreasonable risk of damage or destruction to any properties or assets of the REIT, any REIT Subsidiary or any JV Entity; and (z) none of the Purchaser, KingSett or Choice or any of their Representatives shall contact officers or employees of the REIT, any REIT Subsidiary, JV Entity or Tenant, except after prior approval of either the Chief Executive Officer or Senior Vice President, General Counsel and Corporate Secretary of the REIT, which approval shall not be unreasonably withheld.

(2) Without limiting the generality of the foregoing, within 30 Business Days of the end of each calendar month, the REIT shall use commercially reasonable efforts to provide to the Purchaser, KingSett and Choice:

(a) a monthly reconciliation of consolidated cash activity, including reconciliations for cash attributable to JV Entities and the REIT's corporate revolver activity, including the amount of each draw and repayment to the REIT or a REIT Subsidiary's corporate revolver credit facilities and the sources and uses for cash inflows and outflows specifying the date and the nature (including the related Property) of each inflow and outflow (including whether it relates to net operating cash flow, rent, acquisitions, dispositions, development expenditures and revenue enhancing capex, mortgage proceeds, mortgage amortization and maturity repayments, mortgages or loans advanced or collected, costs and expenses related to the transactions contemplated under this Agreement, or any other sources and uses not listed in the foregoing); and

(b) the consolidated monthly profit and loss statement and balance sheet of the REIT for the most recent month, the trial balances of the REIT segregated by Property and corporate business units for the most recent month and the balance sheet subledgers segregated by Property for the most recent month, in each case, using customary month-end closing processes and adjustments that are as similar as possible in all respects to those applied during a customary month-end closing by the REIT based on historical practices; provided, that the REIT shall not be required to provide the information set forth in this Section 4.6(2)(b) for the months of January, April, July or October, unless the Parties anticipate that the Effective Date will occur during any such month or during the month immediately following any such month;

provided, further, that the REIT shall prepare the information set forth in Sections 4.6(2)(a) and (b) for the month in which the Effective Date occurs and the month immediately prior to the Effective Date, in each case in accordance with the accounting methods, policies, principles, practices or procedures in accordance with which the REIT prepares its quarterly financial statements.

(3) Notwithstanding any provision of this Agreement, the REIT shall not be obligated to provide, or cause any of the REIT Subsidiaries to provide, access to, or to disclose, any information if the REIT reasonably determines that such access or disclosure: (a) may jeopardize any solicitor-client or other privilege claim by the REIT or the REIT Subsidiaries; provided that, to the extent any information is withheld due to a potential waiver of such privilege, the REIT shall notify the Purchaser, KingSett and Choice of the nature of the information which is being withheld and the basis for privilege and shall use its commercially reasonable efforts to find a way to permit disclosure of such information, including entering into common interest privilege agreements or other arrangements, as appropriate; (b) violate any obligations of the REIT, any REIT Subsidiary or any JV Entity with respect to confidentiality to any third party or otherwise breach, contravene or violate any existing Contract to which the REIT, any REIT Subsidiary or any JV Entity is party; or (c) breach, contravene or violate any applicable Law. All access to any Property will be at the

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sole risk and expense of the Purchaser, KingSett and Choice. Any damage to any properties owned or operated by the REIT, any REIT Subsidiary or any JV Entity caused by any such access will be promptly repaired by the Purchaser and KingSett or Choice, as applicable. Notwithstanding the foregoing, nothing herein shall authorize any environmental testing involving sampling of soil, groundwater, air or other environmental medium or other similar invasive techniques by the Purchaser, KingSett, Choice or their respective Representatives with respect to any properties owned or operated by the REIT, any REIT Subsidiary or any JV Entity unless approved by the REIT in writing (such approval not to be unreasonably withheld), and provided that the Purchaser, KingSett and Choice shall be responsible for any costs or expenses in connection with any such matters as well as the costs of restoring any such property to its previous state following any such matters. Prior to accessing any properties owned or operated by the REIT, any REIT Subsidiary or any JV Entity in accordance with this Section 4.6(1), the Purchaser, KingSett and Choice shall provide, upon written request by the REIT, evidence of appropriate liability insurance coverage for such Party and its Representatives and shall be required to maintain such insurance until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

(4) No investigations made by or on behalf of a Party, whether under this Section 4.6 or otherwise, will expand, impact or otherwise affect any representation, warranty, covenant or agreement of any Party, the conditions to the obligations of any Party under this Agreement or otherwise limit or affect the rights or remedies available hereunder.

(5) The Parties acknowledge that the Confidentiality Agreements and any common interest privilege agreement or other arrangement referred to in Section 4.6(3) continue to apply and that all information provided under this Section 4.6 shall be subject to the terms thereof on the same basis as if such information had been disclosed under such agreement or arrangement. For the avoidance of doubt, if this Agreement is terminated in accordance with its terms, the obligations of the Parties and their respective affiliates under the Confidentiality Agreements and any common interest privilege agreement or other arrangement referred to in Section 4.6(3) shall survive the termination of this Agreement in accordance with the terms thereof.

(6) The Parties confirm that the Personal Information disclosed in connection with the transactions contemplated by this Agreement, including all such Personal Information disclosed prior to the execution of this Agreement (collectively, the "Disclosed Personal Information") is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated by this Agreement. In addition to its other obligations under this Agreement:

(a) prior to the Effective Date, each of the Purchaser, KingSett and Choice shall (i) use reasonable efforts to protect the Disclosed Personal Information by using security safeguards appropriate to the sensitivity of the information, and (ii) not use or disclose the Disclosed Personal Information for any purposes other than those related to determining if it shall proceed with the transactions contemplated by this Agreement, the performance of this Agreement, the consummation of the transactions contemplated by this Agreement or to comply with applicable Law;

(b) on and following the Effective Date, the Purchaser, KingSett and Choice shall (i) not use or disclose the Disclosed Personal Information for any purposes other than (A) those purposes for which the information was initially collected, permitted to be used or disclosed prior to the Effective Date, or for which additional consent from affected individuals is obtained, or (B) as otherwise permitted or required by Law, and (ii) give effect to any withdrawal of consent from the affected individuals with respect to the Disclosed Personal Information; and

(c) if closing of the transactions contemplated by this Agreement does not occur, the Purchaser, KingSett and Choice shall promptly return to the REIT or securely destroy the Disclosed Personal Information in its possession or in the possession of any of its Representatives, including all copies, reproductions, summaries and extracts thereof.

4.7 Public Communications

The REIT, the Purchaser, KingSett and Choice shall publicly announce this Agreement and the Arrangement promptly following the execution of this Agreement by the Parties hereto, the text and timing of such announcements to be approved by each Party in advance, acting reasonably and in good faith. Subject to the provisions of this Agreement, the Parties shall cooperate in the preparation of presentations, if any and as and when requested by any other Parties, to their respective securityholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement, or make any filing with any third party or Governmental Entity (other than as contemplated by Section 4.4 or, upon the advice of its legal counsel, as required by Laws, including Securities Laws, or obligations pursuant to any listing agreement with or rules of any recognized securities exchange or interdealer quotation service or by the request of any Governmental Entity; provided that any Party making such required disclosure shall use its commercially reasonable efforts to give the other Parties prior written notice and a reasonable opportunity to review and comment on the disclosure and give reasonable consideration to any comments made by the other Parties or their respective counsels) with respect to this Agreement or the Arrangement without the prior consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that nothing in this Section 4.7 shall limit any public statement or disclosure by the REIT, or require notice of or an opportunity to review or comment on any disclosure, of or following a Change in Recommendation made in accordance with this Agreement. For the avoidance of doubt, none of the foregoing shall prevent the REIT, the Purchaser, KingSett or Choice from making: (1) internal announcements to employees and having discussions in the ordinary course with unitholders or other investors, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Party; or (2) public announcements in the ordinary course so long as such announcements and discussions with respect to this Agreement or the Arrangement are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Party.

4.8 Notice and Cure Provisions

(1) Neither the Purchaser nor Choice may elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) (Breach of Representation or Warranty or Failure to Perform Covenant by the REIT) and the REIT may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) (Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser, KingSett or Choice), unless the Party seeking to terminate the Agreement (the "Terminating Party") has delivered a written notice (a "Breach Notice") to the other Parties (such other Party alleged to be in breach of this Agreement, the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination.

(2) After delivering a Breach Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earliest of (a) the Outside Date and (b) the date that is 15 Business Days following receipt of such Breach Notice by the Breaching Party, if such matter has not been cured by such date.

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(3) Notwithstanding anything to the contrary in Section 2.3(1), if the Terminating Party delivers a Breach Notice prior to the date of the Meeting, unless the Parties agree otherwise, the REIT may postpone or adjourn the Meeting to the earlier of (a) the date that is 15 Business Days prior to the Outside Date and (b) the date that is 15 Business Days following receipt of such Breach Notice by the Breaching Party (without causing any breach of any other provision contained herein).

4.9 Insurance and Indemnification

(1) From and after the Effective Time for a period of six years, the Purchaser shall, and shall cause the REIT, the REIT Subsidiaries and the JV Entities to, indemnify and hold harmless, to the fullest extent permitted under Law (and to also advance expenses as incurred to the fullest extent permitted under Law), each present and former trustee, director and officer of the REIT, the REIT Subsidiaries and any director, trustee and officer appointed by the REIT or any REIT Subsidiary to the board or equivalent governing body of any JV Entity and the REIT's charitable foundation (each, an "Indemnified Person") against any costs or expenses (including reasonable legal fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, inquiry, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person's service as a director, officer or trustee of the REIT, any REIT Subsidiary or any JV Entity or services performed by such Persons at the request of the REIT, any of the REIT Subsidiaries, or any of the JV Entities prior to, at or after the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including arising out of or related to this Agreement and any of the transactions contemplated by this Agreement; provided that the indemnity provided for in this Section 4.9(1) will only be available if (a) the Indemnified Person was acting honestly and in good faith with a view to the best interests of the Unitholders, or the applicable REIT Subsidiary or JV Entity and (b) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the Indemnified Person had reasonable grounds for believing that the Indemnified Person's conduct was lawful. Notwithstanding the foregoing, neither the REIT nor the Purchaser shall be obligated to indemnify the Indemnified Person pursuant to this Section 4.9(1) for any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities which have been paid to, by or on behalf of, the Indemnified Person under any policies of directors' and officers' liability insurance maintained by the REIT or the REIT Subsidiaries, including any policies purchased pursuant to Section 4.9(3).

(2) None of the Purchaser, KingSett, Choice, the REIT or any of their respective Subsidiaries shall settle, compromise or consent to the entry of any judgment in any claim, inquiry, action, suit, proceeding or investigation or threatened claim, inquiry, action, suit, proceeding or investigation involving or naming an Indemnified Person or arising out of or related to an Indemnified Person's service as a director, officer or trustee of the REIT, any of the REIT Subsidiaries or any of the JV Entities or services performed by such Persons at the request of the REIT, any of the REIT Subsidiaries or any of the JV Entities prior to, at or after the Effective Time without the prior written consent (not to be unreasonably withheld or delayed) of that Indemnified Person, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

(3) Prior to the Effective Date, the REIT shall (at the REIT's expense) obtain and fully prepay the premium for the irrevocable extension of the trustees', directors' and officers' liability coverage of the REIT's, the REIT Subsidiaries' and the JV Entities' existing trustees', directors' and officers' insurance, fiduciary liability and employment practices liability insurance policies, in each case for a claims reporting or run-off and extended reporting period and claims reporting period of six years from and after the Effective Time with respect to any claim arising from facts or events which

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existed or occurred prior to the Effective Time from an insurance carrier with the same or better credit rating as the REIT's insurance carriers as at the date hereof with respect to trustees', directors' and officers' liability insurance ("D&O Insurance"), and with terms, conditions, retentions and limits of liability that are no less advantageous to the Indemnified Persons than the coverage provided under the REIT's and the REIT Subsidiaries' policies which are in effect immediately prior to the Effective Time with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a trustee, director or officer of the REIT, any of the REIT Subsidiaries or any of the JV Entities by reason of him or her serving in such capacity that existed or occurred prior to the Effective Time (including in connection with the approval or completion of this Agreement, the Arrangement or the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby); provided that: (x) the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time; and (y) the cost of such policies shall not exceed 300% of the REIT's current annual aggregate premium for such insurance policies (and if the amount necessary to maintain or procure such insurance coverage exceeds such amount, the REIT shall, or the Purchaser shall procure and maintain for such six-year period as much coverage as can be reasonably obtained for such aggregate amount of insurance premium).

(4) If the REIT, any of the REIT Subsidiaries or any of the Purchaser or any of their respective successors or assigns shall (a) amalgamate, consolidate with or merge or wind-up into any other Person and, if applicable, shall not be the continuing or surviving corporation or entity, or (b) transfer all or substantially all of its properties and assets to any Person or Persons (including as part of the Arrangement), then, and in each such case, proper provisions shall be made so that the successors, assigns and transferees of the REIT, the REIT Subsidiaries or the Purchaser, as the case may be, shall assume all of the obligations set forth in this Section 4.9.

(5) If any Indemnified Person makes any claim for the indemnification or advancement of expenses under this Section 4.9 that is denied by the REIT, and a court of competent jurisdiction determines that the Indemnified Person is entitled to such indemnification, then the REIT shall pay such Indemnified Person's costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against the REIT.

(6) The rights of the Indemnified Persons under this Section 4.9 shall be in addition to any rights such Indemnified Persons may have under the Constating Documents of the REIT, the REIT Subsidiaries, the JV Entities and their respective successors and assigns, or under any Law or Contract of any Indemnified Person with the REIT, the REIT Subsidiaries, the JV Entities and their respective successors and assigns. All rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favour of any Indemnified Person as provided in the Constating Documents of the REIT, any REIT Subsidiary or any JV Entity or any indemnification agreement between such Indemnified Person and the REIT, any of the REIT Subsidiaries or any JV Entities or under any Law shall survive the Effective Time and shall continue in full force and effect in accordance with their terms for a period of six years from the Effective Date, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person.

(7) The obligations of the Purchaser and the REIT under this Section 4.9 shall survive the consummation of the Arrangement and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person, and this Section 4.9 is intended to be for the benefit of, and shall be enforceable by, the Indemnified Persons and their respective heirs, executors, administrators and personal representatives and shall be binding on the REIT and the Purchaser

and their successors and assigns, and, for such purpose, the REIT hereby confirms that it is acting as agent and trustee on behalf of the Indemnified Persons.

4.10 Employees

(1) From and after the Effective Time, the Purchaser shall honour and perform, or cause its Subsidiaries (including the REIT Subsidiaries following the Effective Time and any successors of such Subsidiaries) to honour and perform, all of the material entitlements and obligations, including severance and termination payments and benefits, under Contracts with REIT Employees (to the extent such arrangements are not terminated or modified in accordance with Section 4.10(2)), including offer letters and employment and other agreements and Employee Plans, and existing change of control agreements of the REIT Subsidiaries in respect of REIT Employees, in each case in accordance with their terms as in effect immediately before the Effective Time and disclosed to the Purchaser in the Data Room; provided that if no such severance and termination payments and benefits were then in effect or disclosed to the Purchaser in the Data Room, then such REIT Employees will be provided with notice or payment in lieu of notice and any other termination payment or benefit as required by Law.

(2) Notwithstanding anything in the foregoing to the contrary, nothing contemplated by this Agreement shall be construed as requiring either the Purchaser or any of its affiliates to continue the employment or service of any REIT Employee for any period after the Effective Date or to prevent the Purchaser, the REIT or any of their Subsidiaries from making changes in accordance with Law to any Employee Plan or to any REIT Employee's terms or conditions of employment, whether under contract or otherwise, on or after the Effective Date.

(3) This Section 4.10 shall survive the consummation of the Arrangement.

4.11 Supplemental Listing Application

As soon as reasonably practicable, Choice shall apply to list the Choice Consideration Units issuable pursuant to the Arrangement on the TSX and shall use its commercially reasonable efforts to obtain approval, subject to customary conditions, for the listing of such Choice Consideration Units on the TSX.

4.12 Stock Exchange Delisting

Each of the Purchaser and the REIT agrees to use commercially reasonable efforts to take, or cause to be taken, in cooperation with each other, all actions necessary to enable the delisting of the REIT Units from the TSX following the Effective Date.

4.13 Rating Agencies

(1) The REIT shall notify the Purchaser and Choice, if, prior to the Effective Date, DBRS Limited advises the REIT that it is contemplating an adverse change in the rating or rating outlook applicable to the Debentures or has placed or is contemplating placing the Debentures or the rating of the Debentures (a) on credit watch, ratings alert or other comparable downgrade warning, (b) under review with negative or developing implications, or (c) under review for possible downgrade or with direction uncertain.

(2) The REIT shall not, and shall cause each REIT Subsidiary not to:

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(a) remove, cause the removal of or permit the removal of DBRS Limited as the rating agency in respect of the Debentures or add, cause to be added or permit the addition of a rating agency other than DBRS Limited as the rating agency of the Debentures; or

(b) have any substantive contact, communication or engagement with any rating agency, without informing the Purchaser and Choice reasonably in advance of such contact, communications or engagement and providing the Purchaser and Choice with (i) the opportunity to review and comment upon in advance any written communications to be sent by or on behalf of the REIT to any such rating agency, (ii) a copy of any such written communication, and (iii) the opportunity to participate in any discussions, negotiations or proceedings with or including any such rating agency.

4.14 Formation of Retained Property LPs and Pre-Acquisition Reorganization

(1) The REIT agrees that, upon written notice by the Purchaser delivered to the REIT not less than 30 days prior to the Effective Date (the "Retained Property LPs Notice"), the REIT shall, and shall cause the applicable REIT Subsidiaries specified by the Purchaser in the Retained Property LPs Notice, in each case prior to the Effective Date (such transactions, collectively, the "Retained Property LPs Formation"):

(a) incorporate one or more new wholly-owned corporate Subsidiaries, as specified in the Retained Property LPs Notice (each, a "Retained Property GP");

(b) cause each Retained Property GP and the applicable Retained Property Owner, as specified in the Retained Property LPs Notice, to form a limited partnership (each, a "Retained Property LP"), pursuant to a limited partnership agreement the form of which shall be appended to the Retained Property LPs Notice;

(c) cause each Retained Property LP to obtain such registrations, including any extra-provincial registration and registration for purposes of the GST/HST, as may be required in order to permit such Retained Property LP to carry on business following the Retained Property Transfers contemplated by the Plan of Arrangement;

(d) cause each Retained Property Owner and Retained Property LP to authorize and approve the Retained Property Transfers and the entering into of the applicable Retained Property Transfer Agreement effective the Effective Date in accordance with the Plan of Arrangement; and

(e) use commercially reasonable efforts to take such other actions, upon the reasonable request of the Purchaser, as may be necessary or desirable to permit the transfer of the Retained Properties by the Retained Property Owners to the applicable Retained Property LPs in accordance with the Retained Property Transfer Agreements and the Plan of Arrangement.

(2) In addition, the REIT agrees that, upon request by the Purchaser and Choice, the REIT shall, and shall cause each REIT Subsidiary to, prior to the Effective Date, (a) form such other new entities or Subsidiaries, or effect such reorganizations of its corporate structure, capital structure, business, operations and assets or other transactions (including purchase and sale of certain of the Properties by the REIT or a wholly-owned REIT Subsidiary) as the Purchaser and Choice may request, acting reasonably (each a "Pre-Acquisition Reorganization"), (b) use its commercially reasonable efforts to co-operate with the Purchaser and Choice and their respective advisors in order to determine the nature of any Pre-Acquisition Reorganization that might be undertaken and the

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manner in which it might most effectively be undertaken, and (c) not take any action that would prevent or materially impair any Pre-Acquisition Reorganization. For the avoidance of doubt, the term "Pre-Acquisition Reorganization" as defined herein shall not include the Retained Property LPs Formation.

(3) The REIT will not be obligated (but may, in its reasonable discretion, agree) to effect any Pre-Acquisition Reorganization, to the extent that the REIT determines, in good faith, that such Pre-Acquisition Reorganization:

(a) would require the approval of Unitholders or other securityholders or, after the mailing of the Circular, require any amendment thereto;

(b) would be prejudicial to the REIT, any REIT Subsidiary or any Unitholders or other securityholders;

(c) would reduce the Arrangement Consideration per Unit or change the form of the Arrangement Consideration per Unit payable to Unitholders pursuant to the Plan of Arrangement;

(d) would unreasonably interfere with the ongoing operations of the REIT or any REIT Subsidiary;

(e) would require any additional Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to any Governmental Entity or third party prior to the Effective Time;

(f) would result in Taxes being imposed on, or other adverse Tax consequences to the REIT, any REIT Subsidiary, any JV Entity or any Unitholders or other securityholders that are materially greater than the Taxes imposed on, or other consequences to, such persons in connection with the completion of the Arrangement in the absence of such Pre-Acquisition Reorganization;

(g) would result in (i) a breach by the REIT, any REIT Subsidiary or any JV Entity of any Material Contract in respect of which the necessary consents to or waiver of any such contravention or breach could not be reasonably expected to be obtained prior to the effective date of the Pre-Acquisition Reorganization, (ii) a breach of Law, or (iii) a breach of the REIT's, any of the REIT Subsidiaries' or any of the JV Entities' respective Constating Documents;

(h) would result in the withdrawal or material modification of either of the Opinions;

(i) would be unable to be reversed or unwound in the event the Arrangement is not consummated without materially prejudicing the REIT or any of the REIT Subsidiaries, the JV Entities, Unitholders or other securityholders of the REIT and without incurring any material additional costs or expenses that are not subject to reimbursement or indemnification pursuant to Section 4.14(6); and

(j) would impede, prevent or materially delay the consummation of the Arrangement, the ability of the Purchaser to obtain the Purchaser Financing or any other financing required by it in connection with the transactions contemplated by this Agreement or the receipt or satisfaction of a Required Regulatory Approval.

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(4) The Purchaser and Choice shall provide written notice to the REIT of any proposed Pre-Acquisition Reorganization in a timely manner so as to allow the transaction steps to be completed prior to the Effective Date using commercially reasonable efforts, and in any case no less than 15 Business Days prior to the Effective Date. Upon receipt of such notice, the Purchaser, Choice and the REIT shall work co-operatively and use their commercially reasonable efforts to prepare all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including effecting any necessary amendments to the Plan of Arrangement, if any, to the extent permitted by the Plan of Arrangement or this Agreement.

(5) Any Pre-Acquisition Reorganization shall be effective on such date or at such time as may be agreed upon by the REIT, the Purchaser and Choice, each acting reasonably, and, in any event, not earlier than the receipt or satisfaction of the Required Regulatory Approvals.

(6) The Purchaser and Choice shall reimburse the REIT for all reasonable and documented out-of-pocket fees, costs and expenses (including any Taxes imposed on such fees, costs and expenses) incurred by the REIT, any of the REIT Subsidiaries or any JV Entity in connection with the Retained Property LPs Formation or any Pre-Acquisition Reorganization, and shall indemnify the REIT, the REIT Subsidiaries, the JV Entities and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, Taxes (including incremental Taxes arising in respect of income or gains realized on any transaction step, to the extent that an equivalent amount of Taxes would not have arisen but for such step), expenses, interest, awards, judgments and penalties, excluding consequential damages, suffered or incurred by any of them in connection with or as a result of implementing, reversing or unwinding the Retained Property LPs Formation or any Pre-Acquisition Reorganization. The obligations of the Purchaser and Choice under this Section 4.14(6) shall survive termination of this Agreement.

(7) The Purchaser and Choice hereby waive any breach of a representation, warranty or covenant by the REIT or ArrangementCo to the extent such breach is a result of an action taken by the REIT or a REIT Subsidiary reasonably and in good faith pursuant to the Retained Property LPs Formation or a Pre-Acquisition Reorganization requested by the Purchaser, or the Purchaser and Choice, as applicable, under this Section 4.14.

4.15 Financing Arrangements

(1) The Purchaser shall use reasonable best efforts to take, and cause to be taken, all necessary, proper or advisable actions to arrange and obtain the proceeds of the Purchaser Financing on the terms and conditions described in the Purchaser Financing Commitments by no later than the Effective Time; provided that subject to Section 4.15(2), the Purchaser may, in its sole discretion, replace, amend or supplement the Purchaser Financing Commitments to add, replace or substitute lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed a debt commitment letter as of the date hereof (or to permit any existing lender, lead arranger, bookrunner, syndication agent or similar entity to assign or transfer all or any portion of its commitments to any other Person), or to add, replace or substitute sponsors or investors who had not executed an equity commitment letter as of the date hereof (or to permit any existing sponsor or investor to assign or transfer all or any portion of its commitments to any other Person), or otherwise, including other forms of financing arranged by the Purchaser or an affiliate thereof, so long as the terms and conditions thereof are not, in the aggregate, less beneficial to the Purchaser, than those in the Purchaser Financing Commitments as in effect on the date hereof (including the "market flex" provisions contained in any related fee letter) and do not include any terms or conditions to the consummation of such alternative financing arrangements that would or would reasonably be expected to make the funding of such alternative financing less likely to occur than the conditions

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set forth in the Purchaser Financing Commitments. Without limiting the generality of the foregoing, the Purchaser shall, and shall cause each of its affiliates to, use reasonable best efforts to:

(a) maintain in effect the Purchaser Financing Commitments in accordance with the terms thereof (except for amendments, supplements, modifications, replacements or waivers not prohibited by this Agreement);

(b) satisfy (or obtain waiver of), on a timely basis all conditions within their control, covenants, terms, representations and warranties in the Purchaser Financing Commitments (and any definitive documentation related thereto) applicable to the Purchaser on or prior to the Effective Date, and otherwise comply with its obligations thereunder required to secure and obtain the Purchaser Financing;

(c) enter into definitive agreements with respect to the Purchaser Financing as soon as reasonably practicable but in any event prior to the Effective Date on the terms and conditions (including the "market flex" provisions in respect of the Purchaser Debt Financing) contemplated in the Purchaser Financing Commitments;

(d) enforce its rights under the Purchaser Financing Commitments in the event of a breach of obligations thereunder by any party thereto that would adversely impact the ability or likelihood of the Purchaser to comply with its obligations contemplated by this Agreement; and

(e) subject to the satisfaction or waiver of the conditions set forth herein (other than, in each case, those conditions that by their nature are to be satisfied or waived as of the Effective Date), consummate the Purchaser Financing at or prior to the Effective Time.

For purposes of this Agreement, references to "Purchaser Financing" shall include the financing contemplated by the Purchaser Financing Commitments as permitted to be amended or modified by this Section 4.15 (including any alternative financing obtained in accordance with this Section 4.15) and references to "Purchaser Financing Commitments" shall include such documents as permitted to be amended or modified by this Section 4.15 (including any alternative financing obtained in accordance with this Section 4.15).

(2) The Purchaser shall not, without the prior written consent of the REIT, permit any amendment, modification or supplement to be made to, or any waiver or release of any provision or remedy to be made under, the Purchaser Financing Commitments or any definitive agreement referred to in Section 4.15(1), in each case in any manner that would: (a) reduce the aggregate amount of the Purchaser Financing to an amount below that which would be required for the Purchaser to effect payment in full of the Purchaser Cash Deposit in accordance with Section 2.11(1); (b) impose new or additional conditions precedent to the availability of the Purchaser Financing; or (c) reasonably be expected to materially impair, delay or prevent the Arrangement, the Purchaser Financing or the consummation by the Purchaser of the other transactions contemplated by this Agreement or adversely impact the ability of the Purchaser or its affiliates to enforce their rights against the other parties to the Purchaser Financing Commitments or any definitive agreements or documentation with respect thereto. The Purchaser shall keep the REIT informed with respect to all material activity or developments concerning the status of the Purchaser Financing and shall promptly (and in any event within two Business Days) notify the REIT: (w) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Purchaser Financing Commitment or definitive agreement or document related to the Purchaser Financing of which the Purchaser

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becomes aware; (x) of the receipt of any notice or other communication from any party to any Purchaser Financing Commitments with respect to any actual or potential material breach, default, termination or repudiation by any party to any Purchaser Financing Commitments or any definitive agreement or document related to the Purchaser Financing or a request for any material amendment or waiver that is or could reasonably be expected to be adverse to the timely completion of the Purchaser Financing; (y) if, for any reason, the Purchaser believes in good faith that it will not be able to obtain all or any portion of the Purchaser Financing on the terms contemplated by any Purchaser Financing Commitments; or (z) the expiration or termination of any of the Purchaser Financing Commitments or any definitive agreement or document related to the Purchaser Financing.

(3) If any portion of the Purchaser Financing becomes unavailable on the terms and subject only to the conditions in the Purchaser Financing Commitments, unless such portion of the Purchaser Financing is not reasonably required for the Purchaser Cash Deposit required in accordance with Section 2.11(1), the Purchaser and KingSett shall use reasonable best efforts to arrange for and obtain, as promptly as practicable following the occurrence of such event, alternative financing in an amount sufficient to satisfy the Purchaser Cash Deposit on such terms and conditions that are not materially less favourable from the perspective of the Purchaser and KingSett, in the aggregate, than the terms and conditions contained in the Purchaser Financing Commitments as in effect on the date hereof, and which do not include any terms or conditions to the consummation of such alternative financing that would reasonably be expected to make the funding of such alternative financing materially less likely to occur than the conditions set forth in the Purchaser Financing Commitments, as applicable (any such alternative financing, the "Alternative Financing"). The Purchaser shall deliver correct and complete copies of any alternative, modified or replacement commitments in respect of the Alternative Financing to the REIT as promptly as practicable following the execution thereof (subject to redaction of any fees, pricing, "market flex" and other economic and commercially sensitive terms that are customarily redacted in transactions of this type (none of which would adversely affect the availability of the Alternative Financing)).

(4) The Purchaser acknowledges and agrees that, subject to the obligations in Section 4.16, none of the REIT or any of the REIT Subsidiaries or Representatives shall have any responsibility for any financing that the Purchaser may raise in connection with the transactions contemplated hereby. The Purchaser also acknowledges and agrees that the Purchaser obtaining financing is not a condition to any of its obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in Section 4.15(1) or Section 4.15(2) is not obtained, the Purchaser shall continue to be obligated to consummate the transactions contemplated by this Agreement, subject to and on the terms contemplated by this Agreement. Each of the Purchaser and Choice shall be liable only for its respective obligations hereunder and only to the extent of its proportionate share, and neither the Purchaser nor Choice shall have any joint or joint and several liability for the obligations or liabilities of the other Party.

4.16 Financing and Offering Assistance

(1) The REIT shall, and shall cause the REIT Subsidiaries to, use commercially reasonable efforts to provide such cooperation to the Purchaser, KingSett and their respective affiliates as they may reasonably request in connection with the arrangements by the Purchaser to obtain, syndicate, market or arrange the closing and funding of the Purchaser Financing as contemplated in the Purchaser Financing Commitments and any Alternative Financing, subject to the terms thereof, including, as so requested:

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(a) participating in a reasonable number of meetings, presentations, conference calls, drafting sessions, due diligence sessions and sessions with prospective lenders, investors and other financing sources that are customary for financings of a type similar to the Purchaser Financing and otherwise cooperating with the marketing efforts for the Purchaser Financing (including, in each case, having appropriate members of the senior management of the REIT directly participate at such sessions);

(b) furnishing the Purchaser, KingSett and their proposed lenders, underwriters, investors and other financing sources with such financial information regarding the REIT, the REIT Subsidiaries or the JV Entities as may be reasonably requested by the Purchaser or KingSett;

(c) furnishing to the Purchaser, KingSett and their proposed lenders, underwriters, investors and other financing sources as promptly as reasonably practicable upon request any documentation and information required by any Governmental Entity with respect to the Purchaser Financing under applicable "know your customer" and anti-money laundering rules and regulations;

(d) executing and delivering any pledge and security documents, guarantees and other loan documents, indentures, subscription agreements or other definitive financing documents and customary closing deliverables as may be reasonably requested by the Purchaser, KingSett or their affiliates in connection with any Purchaser Financing and facilitating the pledging of collateral in connection with any Purchaser Financing; provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time;

(e) furnishing to the Purchaser and KingSett as promptly as reasonably practicable all available financial and other reasonably required or customary information regarding the REIT, the REIT Subsidiaries, or the JV Entities or any combination of such Persons for any Purchaser Financing;

(f) providing reasonable assistance to the Purchaser, KingSett and their lenders, underwriters, investors and other financing sources (upon their delivering signed non-disclosure undertakings in customary form, where applicable) in the preparation of, and providing the Purchaser and KingSett a written authorization for the release of information in: (i) necessary, customary or reasonably advisable offering materials (including prospectuses, offering memoranda, and road show materials) for any Purchaser Financing; and (ii) necessary, customary or advisable materials for rating agency presentations;

(g) cooperating with the Purchaser and KingSett, upon its reasonable request in connection with applications to obtain such consents, approvals or authorizations which may be reasonably necessary or desirable in connection with any Purchaser Financing;

(h) using commercially reasonable efforts to obtain customary accountants' comfort letters and legal opinions and other documentation and items relating to any Purchaser Financing as reasonably requested by the Purchaser and KingSett;

(i) using commercially reasonable efforts to obtain and deliver in escrow, at least three Business Days prior to the Effective Date executed payoff and discharge letters in respect of any indebtedness to be repaid and related Liens to be discharged by the Effective Date

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as the Purchaser and KingSett may reasonably require for any Purchaser Debt Financing; and

(j) using commercially reasonable efforts to assist the Purchaser and KingSett in obtaining such consents and waivers as the Purchaser and KingSett may reasonably require with respect to any Existing Mortgage that requires consent for any Purchaser Financing,

provided that: (A) any such request is made on reasonable notice; (B) neither the REIT nor any of the REIT Subsidiaries shall be required pursuant to this Section 4.16(1) to or commit to take any action or do anything to the extent that it: (x) would materially interfere with the ongoing operations of the REIT, the REIT Subsidiaries or the JV Entities, materially interfere with or hinder or delay the performance by the REIT or any of the REIT Subsidiaries of their obligations hereunder or reasonably be expected to materially delay or impair or prevent the satisfaction of any condition set forth in Article 6 thereof, (y) would contravene any Law, the Constating Documents of the REIT, any of the REIT Subsidiaries or any of the JV Entities or any Material Contracts, or (z) requires approval of the Unitholders or any other securityholders which are not contemplated in the Circular; (C) the REIT and the REIT Subsidiaries shall not be required to: (x) pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability in connection with any Purchaser Financing prior to the Effective Time (except those fees and expenses that the REIT is or will be reimbursed for by the Purchaser), (y) approve or authorize the execution or delivery of any binding commitment by the REIT or any of the REIT Subsidiaries, prior to the Effective Time, which is not conditional on the completion of the Arrangement or which, by its terms, is not effective until the Effective Time, or (z) except as required to comply with Law, disclose any information that in the reasonable judgment of the REIT would result in the disclosure of trade secrets or similar information that would cause significant competitive harm to the REIT or any of the REIT Subsidiaries if the Arrangement is not consummated or result in the violation of any obligations of the REIT or any of the REIT Subsidiaries with respect to confidentiality under a Contract (provided, however, that prior to invoking this Section 4.16(1)(C)(z), the REIT shall use commercially reasonable efforts to make such information available through the use of clean rooms, redactions or entry into additional confidentiality agreements or similar arrangements as may be reasonably requested by the Purchaser); and (D) no Representative of the REIT or any of the REIT Subsidiaries shall be required to take any action which would result in such Person incurring any personal liability (as opposed to liability in his or her capacity as an officer) with respect to any matters related to any Purchaser Financing.

(2) The Purchaser shall, promptly upon request by the REIT, reimburse the REIT for all reasonable and documented costs and expenses (including reasonable and documented out-of-pocket legal fees) incurred by the REIT, the REIT Subsidiaries, the JV Entities and their respective Representatives in connection with any of the actions contemplated by this Section 4.16 and shall indemnify and hold harmless the REIT, the REIT Subsidiaries, the JV Entities and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any of the actions contemplated by this Section 4.16.

4.17 Guarantee

(1) KingSett hereby unconditionally and irrevocably guarantees in favour of the REIT and ArrangementCo the due and punctual performance by the Purchaser of its agreements, covenants, obligations, indemnities and undertakings hereunder, including the due and punctual payment of the Purchaser Cash Deposit by the Purchaser and all other amounts payable by the Purchaser pursuant to this Agreement and the Plan of Arrangement as and when required to be paid pursuant to this Agreement or the Plan of Arrangement, as applicable, which guarantee will remain in full

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force and effect until all such agreements, covenants, obligations, indemnities and undertakings have been satisfied in full (the "KingSett Guaranteed Obligations"). None of the REIT, ArrangementCo, the REIT Subsidiaries, the JV Entities or any other Indemnified Person shall have to proceed first against the Purchaser in respect of any KingSett Guaranteed Obligation before exercising its rights under this Section 4.17 against KingSett.

(2) For greater certainty, (a) neither KingSett nor the Purchaser shall guarantee the performance by Choice of its agreements, covenants, obligations, indemnities and undertakings hereunder, including the due and punctual payment by Choice of the Choice Cash Deposit or the issuance of the Choice Consideration Units, (b) neither Choice nor any of its affiliates shall guarantee the performance by the Purchaser or KingSett of their agreements, covenants, obligations, indemnities and undertakings hereunder, including the due and punctual payment by the Purchaser of the Purchaser Cash Deposit or any other amounts payable by the Purchaser pursuant to this Agreement or the Plan of Arrangement, and (c) the obligations and liabilities of the Purchaser and KingSett, on one hand, and Choice, on the other hand, under this Agreement are several and not joint or joint and several, and in no event shall the Purchaser and KingSett be liable for obligations or liabilities of Choice, or Choice be liable for obligations or liabilities of the Purchaser or KingSett.

(3) KingSett acknowledges that the REIT and ArrangementCo are relying on this Section 4.17 in entering into this Agreement.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(1) Except as expressly permitted in this Article 5, the REIT shall not, and shall cause the REIT Subsidiaries not to, directly or indirectly, including through any Representative:

(a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the REIT or any of the REIT Subsidiaries) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal;

(b) enter into, continue or otherwise engage or participate in any discussions or negotiations with any Person regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal, other than the Purchaser, the Purchaser Financing Sources, Choice, their respective affiliates, any Person acting jointly or in concert with the aforementioned Persons and any of their respective Representatives (collectively, the "Purchaser Group"), provided that the REIT and its Representatives may: (i) communicate with any Person for the sole purpose of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person (provided that a summary of such communication is subsequently provided in accordance with Section 5.2); (ii) advise any Person of the restrictions of this Agreement; and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, or is not reasonably expected to constitute or lead to, a Superior Proposal;

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(d) accept, approve, endorse, recommend or enter into, or publicly propose to accept, approve, endorse, recommend or enter into any letter of intent, agreement in principle, agreement, arrangement or understanding with any Person (other than the Purchaser Group) providing for or in respect of any Acquisition Proposal, other than an Acceptable Confidentiality Agreement.

(2) The REIT shall, and shall direct and cause the REIT Subsidiaries and its and their Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities with any Person (other than the Purchaser Group) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith shall:

(a) within two Business Days of the date hereof, discontinue access to and disclosure of all information regarding the REIT or any of the REIT Subsidiaries, if any, to any Person (other than the Purchaser Group) with respect to any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including any data room and any other confidential information, properties, facilities, books or records of the REIT or any REIT Subsidiary; and

(b) to the extent that such information has not previously been returned or destroyed, promptly, and in any event within two Business Days of the date thereof, request:

(i) the return or destruction of all copies of any confidential information regarding the REIT or any REIT Subsidiary provided to any Person (other than the Purchaser Group) since January 1, 2023 in respect of any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal; and

(ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the REIT or any REIT Subsidiary, in each case, provided to any Person (other than the Purchaser Group) since January 1, 2023 in respect of any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal;

and, in each case of clauses (i) and (ii), use its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements (subject to the terms of the applicable confidentiality or similar agreement, including the rights of retention that any such Person may have thereunder as of the date of this Agreement).

(3) The REIT covenants and agrees that (a) it and the REIT Subsidiaries shall take all commercially reasonable action to enforce each confidentiality, standstill or similar agreement or covenant to which the REIT or any REIT Subsidiary is or becomes a party, and (b) it shall not release, and shall cause the REIT Subsidiaries not to release, any Person from, or waive, amend, suspend or otherwise modify any provision of, or grant permission under or fail to enforce, any confidentiality, standstill or similar agreement or covenant to which the REIT or any REIT Subsidiary is a party that remains in effect as of the date of this Agreement (it being acknowledged by the Purchaser, KingSett and Choice that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement in accordance with the terms of any such agreement shall not be a violation of this Section 5.1(3)).

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5.2 Notification of Acquisition Proposals

If the REIT or any of the REIT Subsidiaries or any of their respective Representatives receives any written or oral inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, or any request in connection with any written or oral inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, for copies of, access to, or disclosure of, confidential information relating to the REIT or any REIT Subsidiary, including information, access, or disclosure relating to the properties, facilities, books or records of the REIT or any REIT Subsidiary, the REIT shall promptly notify the Purchaser and Choice, at first orally, and then promptly (and in any event within 24 hours) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of the material terms and conditions of the Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and shall provide the Purchaser and Choice with copies of all written agreements, documents, correspondence (other than immaterial correspondence) or other materials received in respect of, from or on behalf of any such Persons. The REIT shall keep the Purchaser and Choice fully informed, on a prompt basis, on the status of all material developments, discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

5.3 Responding to an Acquisition Proposal

Notwithstanding any other provision of this Article 5, if at any time prior to the REIT Unitholder Approval having been obtained in accordance with the Interim Order, the REIT receives an unsolicited, bona fide written Acquisition Proposal, the REIT and its Representatives may (a) enter into and engage in discussions or negotiations with the relevant Person and its Representatives regarding such Acquisition Proposal, and (b) provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the REIT and the REIT Subsidiaries to such Person and its Representatives; provided that:

(a) the Board first determines, in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal;

(b) prior to providing any such copies, access or disclosure to such Person and its Representatives, the REIT enters into an Acceptable Confidentiality Agreement with such Person or an affiliate of such Person, and provides the Purchaser and Choice with a true and complete copy of such Acceptable Confidentiality Agreement;

(c) the REIT promptly provides the Purchaser and Choice with copies of any non-public information provided to such Person and its Representatives which was not previously made available to the Purchaser or Choice; and

(d) the REIT has been and continues to be in material compliance with its obligations under this Article 5, and the Person making such Acquisition Proposal was not restricted from doing so pursuant to a confidentiality, standstill, non-disclosure, non-solicitation or similar agreement or restriction.

5.4 Right to Match

(1) If the REIT receives an Acquisition Proposal that constitutes a Superior Proposal prior to the REIT Unitholder Approval having been obtained in accordance with the Interim Order, the Board may

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(x) make a Change in Recommendation or (y) authorize the REIT to accept, approve or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the REIT has been, and continues to be, in material compliance with its obligations under this Article 5;

(b) the REIT or its Representatives have delivered to the Purchaser and Choice a written notice of the determination of the Board that, after consultation with its outside legal counsel and financial advisors, such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make a Change in Recommendation or accept, approve or enter into a definitive agreement with respect to such Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its outside financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the "Superior Proposal Notice");

(c) the REIT or its Representatives have provided the Purchaser and Choice with a copy of the proposed definitive agreement for the Superior Proposal and all ancillary documentation (and supporting materials) containing material terms and conditions of the Superior Proposal (including any financing documents subject to customary confidentiality provisions);

(d) at least five Business Days have elapsed from the later of the date on which the REIT delivered the Superior Proposal Notice and the date on which the Purchaser and Choice received the materials set out in Section 5.4(1)(c) (the "Matching Period");

(e) during the Matching Period, the Purchaser and Choice have had the opportunity (but not the obligation), in accordance with Section 5.4(2), to collectively offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(f) after the Matching Period, the Board has determined in good faith (i) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement, as proposed to be amended by the Purchaser and Choice under Section 5.4(2) of this Agreement), and (ii) after consultation with its outside legal counsel and financial advisors, that the failure by the Board to make a Change in Recommendation or enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under Law and the REIT Declaration of Trust, as applicable; and

(g) concurrently with making a Change in Recommendation or entering into such definitive agreement, the REIT terminates this Agreement pursuant to Section 7.2(1)(c)(iii) (Superior Proposal) and pays the Termination Fee pursuant to Section 8.2.

(2) During the Matching Period, or such longer period as the REIT may approve in writing for such purpose: (a) the Purchaser and Choice shall have the right, but not the obligation, to collectively offer to amend the terms of this Agreement and the Arrangement; (b) the Board shall review any such offer made by both the Purchaser and Choice to amend the terms of this Agreement and the Arrangement in good faith, after consultation with its outside legal counsel and financial advisors, in order to determine whether the proposal of both the Purchaser and Choice to amend the terms of this Agreement and the Arrangement would, upon acceptance by the REIT, result in the Acquisition

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Proposal previously constituting a Superior Proposal ceasing to constitute a Superior Proposal; and (c) the REIT shall negotiate in good faith with the Purchaser and Choice to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and Choice to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing, the Board determines that such Acquisition Proposal would cease to constitute a Superior Proposal, the REIT shall promptly so advise the Purchaser and Choice, and the Parties shall amend this Agreement to reflect such offer made by the Purchaser and Choice, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Unitholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser and Choice shall be afforded a new Matching Period of five Business Days in connection therewith.

(4) Notwithstanding anything to the contrary in Section 2.3(1), if the REIT provides a Superior Proposal Notice to the Purchaser and Choice on a date that is less than ten Business Days before the Meeting, the REIT may or, alternatively, if requested to do so by the Purchaser and Choice, the REIT shall, postpone the Meeting to a date that is not more than 20 days after the scheduled date of the Meeting (and, in any event, prior to the Outside Date).

(5) The Board shall promptly reaffirm the Board Recommendation by press release after (a) it determines that any Acquisition Proposal is not a Superior Proposal if the Acquisition Proposal has been publicly announced or publicly disclosed or (b) the Board determines that a proposed amendment to the terms of this Agreement would result in an Acquisition Proposal which has been publicly announced or publicly disclosed and which previously constituted a Superior Proposal has ceased to constitute a Superior Proposal. The REIT shall provide the Purchaser, Choice and their respective legal counsel and financial advisors with a reasonable opportunity to review the form and content of any such press release and shall give reasonable consideration to all such comments to such press release as requested by the Purchaser, Choice and their respective legal counsel and financial advisors.

(6) Nothing contained in this Agreement shall prohibit the Board from:

(a) responding through a trustees' circular or otherwise as required by applicable Securities Law to an Acquisition Proposal that it determines is not a Superior Proposal; or

(b) calling or holding a meeting of Unitholders requisitioned by Unitholders in accordance with the REIT Declaration of Trust, provided that such meeting does not occur prior to the Meeting, unless ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law,

provided that, in each case of clauses (a) and (b), the REIT shall provide the Purchaser, Choice and their respective outside legal counsel with reasonable opportunity to review the form and content of such disclosure and shall give reasonable consideration to any comments made by the Purchaser, Choice and their respective outside legal counsel; provided further that the Board shall not be permitted to make a Change in Recommendation except as permitted by, and in strict compliance with, Section 5.4(1).

(7) Without limiting the generality of this Article 5, the REIT shall advise the REIT Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the

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restrictions set forth in this Article 5 by the REIT, the REIT Subsidiaries or their respective Representatives shall be deemed to be a breach of this Article 5 by the REIT.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

The Arrangement Parties are not required to complete the Arrangement unless each of the following conditions shall have been satisfied or waived, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Arrangement Parties:

(1) Arrangement Resolution. The Arrangement Resolution shall have been approved by Unitholders at the Meeting in accordance with the Interim Order.

(2) Interim and Final Order. The Interim Order and the Final Order shall have been obtained on terms consistent with this Agreement and shall not have been set aside or modified in a manner unacceptable to either the REIT, the Purchaser or Choice, each acting reasonably.

(3) Required Regulatory Approvals. The Required Regulatory Approvals shall have been satisfied or received and not withdrawn.

(4) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins any of the Arrangement Parties from consummating the Arrangement.

(5) TSX Conditional Approval. The Choice Consideration Units issuable pursuant to the Arrangement shall have been approved for listing by the TSX, subject to customary conditions.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser and Choice

Neither the Purchaser nor Choice shall be required to complete the Arrangement unless each of the following conditions shall have been satisfied or waived, which conditions are for the exclusive benefit of the Purchaser and Choice and may only be waived, in whole or in part, by each of the Purchaser and Choice in their respective sole discretion (except for the condition in Section 6.2(5), which condition is for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion):

(1) Representations and Warranties.

(a) The representations and warranties of the REIT set forth in this Agreement (except for the representations and warranties in the first sentence of Section 1 of Schedule "C" (Status), Section 2 of Schedule "C" (Authorization), Section 3(a) of Schedule "C" (Non-Contravention), Section 4 of Schedule "C" (Enforceability of Obligations), and Sections 6(a) and 6(d) of Schedule "C" (Capitalization)) are true and correct in all respects (disregarding for the purposes of this Section 6.2(1)(a) any materiality, "material" or "Material Adverse Effect" qualification contained in any such representation or warranty) as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except where any failure or failures of such representations and warranties to be so true and correct has not had, individually or in the aggregate, a Material Adverse Effect;

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(b) the representations and warranties of the REIT set forth in the first sentence of Section 1 of Schedule "C" (Status), Section 2 of Schedule "C" (Authorization), Section 3(a) of Schedule "C" (Non-Contravention), Section 4 of Schedule "C" (Enforceability of Obligations), and Sections 6(a) and 6(d) of Schedule "C" (Capitalization) are true and correct in all respects (other than de minimis inaccuracies); and

(c) the REIT shall have delivered to the Purchaser and Choice a certificate, executed by any senior officer of the REIT (without personal liability) addressed to the Purchaser and Choice and dated the Effective Date, confirming to the Purchaser and Choice the matters set out in Sections 6.2(1)(a) and 6.2(1)(b).

(2) Performance of Covenants. The REIT shall have fulfilled or complied with, in all material respects, each of the covenants of the REIT contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Date, and the REIT shall have delivered a certificate confirming same to the Purchaser and Choice, executed by any senior officer of the REIT (without personal liability) addressed to the Purchaser and Choice and dated the Effective Date.

(3) No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect shall have occurred and the REIT shall have delivered a certificate confirming same to the Purchaser and Choice, executed by any senior officer of the REIT (without personal liability) addressed to the Purchaser and Choice and dated the Effective Date.

(4) Required Third Party Consents. The Required Third Party Consents shall have been obtained and such Required Third Party Consents are in full force and effect and have not been modified or invalidated in any manner.

(5) Dissent Rights. Dissent Rights shall not have been validly exercised in respect of greater than 5% of the outstanding REIT Units (excluding any such Dissent Rights which have been validly withdrawn prior to the Effective Date).

6.3 Additional Conditions Precedent to the Obligations of the REIT

The REIT shall not be required to complete the Arrangement unless each of the following conditions shall have been satisfied or waived, which conditions are for the exclusive benefit of the REIT and may only be waived, in whole or in part, by the REIT in its sole discretion:

(1) Representations and Warranties.

(a) The representations and warranties of the Purchaser set forth in this Agreement are true and correct in all respects (disregarding for the purposes of this Section 6.3(1)(a) any materiality or "material" qualification contained in any such representation or warranty) as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except where any failure or failures of such representations and warranties to be so true and correct in all respects would not reasonably be expected to, individually or in the aggregate, materially delay, impede or prevent the consummation of the Arrangement;

(b) the Purchaser shall have delivered to the REIT a certificate, executed by any senior officer of the Purchaser (without personal liability) addressed to the REIT and dated the Effective Date, confirming to the REIT the matters set out in Section 6.3(1)(a);

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(c) the representations and warranties of KingSett set forth in this Agreement are true and correct in all respects (disregarding for the purposes of this Section 6.3(1)(c) any materiality or "material" qualification contained in any such representation or warranty) as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except where any failure or failures of such representations and warranties to be so true and correct in all respects would not reasonably be expected to, individually or in the aggregate, materially delay, impede or prevent the consummation of the Arrangement;

(d) KingSett shall have delivered to the REIT a certificate, executed by any senior officer of KingSett (without personal liability) addressed to the REIT and dated the Effective Date, confirming to the REIT the matters set out in Section 6.3(1)(c);

(e) the representations and warranties of Choice set forth in this Agreement (except for the representations and warranties in Section 1 of Schedule "E" (Status), Section 2 of Schedule "E" (Authorization), Section 3(a) of Schedule "E" (Non-Contravention), Section 4 of Schedule "E" (Enforceability of Obligations), Section 6 of Schedule "E" (Capitalization) and Section 21 of Schedule "E" (Available Funds)) are true and correct in all respects (disregarding for the purposes of this Section 6.3(1)(e) any materiality, "material" or "Choice Material Adverse Effect" qualification contained in any such representation or warranty) as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except where any failure or failures of such representations and warranties to be so true and correct has not had, individually or in the aggregate, a Choice Material Adverse Effect;

(f) the representations and warranties of Choice set forth in Section 1 of Schedule "E" (Status), Section 2 of Schedule "E" (Authorization), Section 3(a) of Schedule "E" (Non-Contravention), Section 4 of Schedule "E" (Enforceability of Obligations), Section 6 of Schedule "E" (Capitalization) and Section 21 of Schedule "E" (Available Funds) are true and correct in all respects (other than de minimis inaccuracies); and

(g) Choice shall have delivered to the REIT a certificate, executed by any senior officer of Choice (without personal liability) addressed to the REIT and dated the Effective Date, confirming to the REIT the matters set out in Section 6.3(1)(e) and Section 6.3(1)(f).

(2) Performance of Covenants. The Purchaser, KingSett and Choice shall have fulfilled or complied with, in all material respects, each of the covenants of the Purchaser, KingSett and Choice to be fulfilled or complied with by them on or prior to the Effective Date, and each of the Purchaser, KingSett and Choice shall have delivered a certificate confirming same to the REIT, executed by any senior officer of each of the Purchaser, KingSett and Choice (in each case without personal liability) addressed to the REIT and dated the Effective Date.

(3) No Choice Material Adverse Effect. Since the date of this Agreement, no Choice Material Adverse Effect shall have occurred and Choice shall have delivered a certificate confirming same to the REIT, executed by any senior officer of Choice (without personal liability) addressed to the REIT and dated the Effective Date.

(4) Deposit of Arrangement Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their terms, are only capable of being satisfied as of the Effective Date), (a) the Purchaser shall have deposited with the Depositary sufficient funds to satisfy the Purchaser Cash Deposit, to

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be held by the Depositary in escrow in accordance with the Depositary Agreement and the Plan of Arrangement, and (b) Choice shall have deposited with the Depositary sufficient funds to satisfy the Choice Cash Deposit, an irrevocable treasury direction for the issuance of the Choice Consideration Units and other irrevocable directions in respect of such Choice Consideration Units as may be required to implement such steps of the Plan of Arrangement for the issuance and transfer of the Choice Consideration Units in accordance with the Plan of Arrangement, each to be held by the Depositary in escrow in accordance with the Depositary Agreement and the Plan of Arrangement.

6.4 Satisfaction of Conditions

Subject to Law, the conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director. For the avoidance of doubt, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser, Choice and the Depositary, the Choice Consideration Units and all funds held in escrow by the Depositary pursuant to Section 2.11 shall be deemed to be released from escrow when the Certificate of Arrangement is issued without any further act or formality required on the part of any Person.

ARTICLE 7 TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

7.2 Termination

(1) This Agreement may be terminated at any time prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or
(b) either the REIT, the Purchaser or Choice if:

(i) Arrangement Resolution Not Approved. The Arrangement Resolution is not approved by the Unitholders at the Meeting in accordance with the Interim Order;
(ii) Illegality. After the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the REIT, the Purchaser or Choice from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that if the Purchaser or Choice is seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) (Illegality), then each of them has used its reasonable best efforts to, as applicable, prevent, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily caused by, or was not primarily the result of, the breach by any of the Purchaser, KingSett or Choice of any of their respective representations and warranties set forth in this Agreement or the failure by any of the Purchaser, KingSett or Choice to perform or comply

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with any of their respective covenants or agreements under this Agreement, and provided further that if the REIT is seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) (Illegality), then it has used its reasonable best efforts to, as applicable, prevent, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily caused by, or was not primarily the result of, the breach by the REIT of any of its representations and warranties set forth in this Agreement or the failure by the REIT to perform or comply with any of its covenants or agreements under this Agreement; or

(iii) Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) (Occurrence of Outside Date) shall not be available to (A) the REIT if the failure of the Effective Time to so occur has been primarily caused by, or is primarily the result of, the breach by the REIT of any of its representations or warranties or the failure of the REIT to perform or comply with any of its covenants or agreements under this Agreement, and (B) the Purchaser or Choice if the failure of the Effective Time to so occur has been primarily caused by, or is primarily the result of, a breach by any of the Purchaser, KingSett or Choice of any of their respective representations or warranties set forth in this Agreement or the failure by any of the Purchaser, KingSett or Choice to perform or comply with any of their respective covenants or agreements under this Agreement;

(i) Breach of Representation or Warranty or Failure to Perform Covenant. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser, KingSett or Choice under this Agreement occurs that would cause any condition in Section 6.3(1) (the Purchaser, KingSett and Choice Representations and Warranties Condition) or Section 6.3(2) (the Purchaser, KingSett and Choice Covenants Condition) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8 (provided that any wilful breach shall be deemed incapable of being cured); provided that the REIT is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) (the REIT Representations and Warranties Condition) or Section 6.2(2) (the REIT Covenants Condition) not to be satisfied;

(ii) Failure to Deposit Arrangement Consideration. (A) All conditions in Section 6.1 (Mutual Conditions Precedent) and Section 6.2 (Purchaser, KingSett and Choice Conditions Precedent) (excluding conditions that, by their terms, are to be satisfied on the Effective Date) have been satisfied or waived, (B) the REIT has given an irrevocable notice to the Purchaser and Choice in writing that it is ready, willing and able to complete the Arrangement, and (C) within ten Business Days after the delivery of such notice (x) the Purchaser does not deposit or cause to be deposited with the Depositary sufficient funds to satisfy the Purchaser Cash Deposit, to be held by the Depositary in escrow in accordance with the Depositary Agreement and the Plan of Arrangement, or (y) Choice does not deposit or cause to be deposited with the Depositary sufficient funds to satisfy the Choice Cash Deposit, an irrevocable treasury direction for the issuance of the Choice

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Consideration Units and other irrevocable directions in respect of such Choice Consideration Units as may be required to implement such steps of the Plan of Arrangement for the issuance and transfer of the Choice Consideration Units in accordance with the Plan of Arrangement, each to be held by the Depositary in escrow in accordance with the Depositary Agreement and the Plan of Arrangement;

(iii) Superior Proposal. Prior to the REIT Unitholder Approval having been obtained in accordance with the Interim Order, the Board makes a Change in Recommendation or the Board authorizes the REIT to enter into a definitive agreement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4, and provided that no termination under this Section 7.2(1)(c)(iii) shall be effective unless and until the REIT shall have paid the Termination Fee in accordance with Section 8.2; or

(d) either the Purchaser or Choice if:

(i) Breach of Representation or Warranty or Failure to Perform Covenant. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the REIT under this Agreement occurs that would cause any condition in Section 6.2(1) (the REIT Representations and Warranties Condition) or Section 6.2(2) (the REIT Covenants Condition) not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8 (provided that any wilful breach shall be deemed incapable of being cured); provided that neither the Purchaser, KingSett nor Choice are then in breach of this Agreement so as to cause any condition in Section 6.3(1) (the Purchaser, KingSett and Choice Representations and Warranties Condition) or Section 6.3(2) (the Purchaser, KingSett and Choice Covenants Condition) not to be satisfied;

(ii) Change in Recommendation. The Special Committee or the Board: (A) fails to make the Board Recommendation or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation in a manner adverse to the Purchaser or Choice; (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend, an Acquisition Proposal or publicly takes no position or publicly remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or in the event that the Meeting is scheduled to occur within such five Business Day period, beyond the third Business Day prior to the date of the Meeting); (C) fails to publicly reaffirm the Board Recommendation within five Business Days after having been requested in writing by the Purchaser or Choice to do so (together with any of the matters set forth in (A) and (B), a "Change in Recommendation"); or (D) accepts or enters into or publicly proposes to accept or enter into any written agreement, commitment or arrangement (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3) in respect of an Acquisition Proposal; or

(iii) Breach of Non-Solicitation. The REIT shall have breached Article 5 in any material respect.

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(2) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give notice of such termination to the other Parties, specifying in reasonable detail the basis for such Party's exercise of its termination right.

7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any securityholder or Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 2.4(6), Section 2.4(7), Section 2.13(2), Section 2.13(3), Section 2.14, Section 4.6(6)(b), Section 4.9, Section 4.10, Section 4.14(6), Section 4.16(2), this Section 7.3, Section 8.8 and Section 8.9 shall survive for a period of six years following such termination; and (b) in the event of termination under Section 7.2, Section 2.4(6), Section 2.4(7), Section 4.6(2), Section 4.6(5), Section 4.6(6)(c), Section 4.14(6), Section 4.16(2), Section 4.17, this Section 7.3, Section 8.2 through to and including Section 8.14, Section 8.17 and the provisions of the Confidentiality Agreements (pursuant to the terms set out therein including the standstill provisions contained therein, which for the avoidance of doubt KingSett and Choice agree continue to apply) shall survive and provided further that no Party shall be relieved of any liability for any intentional or wilful breach by it of this Agreement.

ARTICLE 8

GENERAL PROVISIONS

8.1 Amendment and Waiver

(1) This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Unitholders, and any such amendment may, subject to the Interim Order and the Final Order and Law, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

(c) modify any of the covenants contained in this Agreement or modify performance of any of the obligations of the Parties; or

(d) modify any mutual conditions contained in this Agreement.

(2) The REIT agrees to, from time to time upon the reasonable request of the Purchaser and Choice prior to the printing of the Circular, amend the Plan of Arrangement to include such other terms and conditions as may be reasonably requested by the Purchaser and Choice, provided that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing the aggregate Arrangement Consideration payable under the Arrangement, reducing the Arrangement Consideration per Unit or changing the form of Arrangement Consideration per Unit to be received by Unitholders, or which is otherwise prejudicial to the REIT, the Unitholders or any other parties to be bound by the Plan of Arrangement.

(3) Each of the REIT, the Purchaser and KingSett (acting together), or Choice may:

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(a) waive, in whole or in part, any inaccuracy of any representation or warranty made to it hereunder or in any document to be delivered pursuant to this Agreement;

(b) extend the time for the performance of any of the obligations or acts of the other Parties, only to the extent the discharge of such obligation or the performance of such act is intended for its benefit;

(c) waive any of the covenants herein contained for its benefit or waive performance of any of the obligations of the other Parties, only to the extent the discharge of such obligation is intended for its benefit; or

(d) waive the fulfillment of any condition to its own obligations contained in this Agreement, only to the extent the fulfillment of such condition is intended for its benefit;

provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.2 Termination Fee

(1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the REIT shall pay or cause to be paid to the Purchaser (on behalf of the Purchaser and Choice) the Termination Fee in accordance with Section 8.2(3) as liquidated damages. Any payment of the Termination Fee pursuant to this Section 8.2 shall be allocated between the Purchaser and Choice as directed by the Purchaser and Choice. For the avoidance of doubt, the REIT shall not be required to pay a Termination Fee more than once, or to pay the Termination Fee to any Party other than the Purchaser.

(2) For the purposes of this Agreement:

(a) "Termination Fee" means an amount equal to $187,500,000; and

(b) "Termination Fee Event" means the termination of this Agreement:

(i) by either the Purchaser or Choice, pursuant to Section 7.2(1)(d)(ii) (Change in Recommendation) or Section 7.2(1)(d)(iii) (Breach of Non-Solicitation);

(ii) by the REIT, pursuant to Section 7.2(1)(c)(iii) (Superior Proposal); or

(iii) by either the REIT, the Purchaser or Choice pursuant to Section 7.2(1)(b)(i) (Arrangement Resolution Not Approved) or Section 7.2(1)(b)(iii) (Occurrence of Outside Date) or by either the Purchaser or Choice pursuant to Section 7.2(1)(d)(i) (Breach of Representation or Warranty or Failure to Perform Covenant by the REIT), but in each case only if:

(A) (I) following the date hereof and prior to such termination in the case of a termination by either the REIT, the Purchaser or Choice pursuant to

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Section 7.2(1)(b)(iii) (Occurrence of Outside Date) or by the Purchaser or Choice pursuant to Section 7.2(1)(d)(i) (Breach of Representation or Warranty or Failure to Perform Covenant by the REIT), a bona fide Acquisition Proposal is made in writing or publicly announced by any Person other than the Purchaser, Choice, any of their respective affiliates, or any Person acting jointly or in concert with any of the foregoing; or (II) following the date hereof and prior to the time of the Meeting in the case of a termination by either the REIT, the Purchaser or Choice pursuant to Section 7.2(1)(b)(i) (Arrangement Resolution Not Approved), a bona fide Acquisition Proposal is made in writing or publicly announced by any Person other than the Purchaser, Choice, any of their respective affiliates or any Person acting jointly or in concert with any of the foregoing and such Acquisition Proposal has not been withdrawn at least five Business Days prior to the Meeting; and

(B) within 12 months following the date of such termination, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated, or the REIT, in one or more transactions, enters into a definitive written Contract (other than a confidentiality agreement) in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within 12 months after such termination).

For purposes of the foregoing, the term "Acquisition Proposal" shall have the meaning assigned to such term in Section 1.1, except that references to "20% or more" shall be deemed to be references to "50% or more".

(3) The Termination Fee shall be paid by the REIT, or caused to be paid by the REIT, as directed by the Purchaser and Choice pursuant to Section 8.2(1), as follows, by wire transfer of immediately available funds, if a Termination Fee Event occurs due to a termination of this Agreement in the circumstances set out in:

(a) Section 8.2(2)(b)(i), within two Business Days following the occurrence of such Termination Fee Event;

(b) Section 8.2(2)(b)(ii), prior to or concurrently with the occurrence of such Termination Fee Event; and

(4) If the REIT fails to pay any amount as is required pursuant to this Section 8.2 when due, such payment shall accrue interest for the period commencing on the date such payment became past due at a rate equal to the prime rate of the Bank of Canada then in effect. In addition, the REIT shall also pay to the Purchaser (on behalf of the Purchaser and Choice) all of the other Party or Parties' costs and expenses (including legal fees) in connection with all actions to collect such payment.

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8.3 Injunctive Relief, Specific Performance and Remedies

(1) The Parties agree that irreparable harm may occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the Parties shall be entitled to equitable remedies, including specific performance, injunctive relief and other equitable relief (including by seeking specific performance from the Purchaser to cause it to enforce its rights under the Purchaser Financing Commitments, if necessary, and to fully enforce such parties' obligations under the Purchaser Financing Commitments and the Purchaser's rights thereunder) to prevent breaches or threatened breaches of this Agreement and to specifically enforce compliance with, or performance of, the terms of this Agreement, any requirement for the securing or posting of any bond or undertaking as to damages in connection with the obtaining of any such injunctive or other equitable relief (including specific performance) hereby being waived to the extent permitted by Law. Such remedies will not be exclusive remedies for any breach of this Agreement but will be in addition to any other remedy to which the Parties may be entitled at law or in equity.

(2) Subject to Section 8.3(1) and the provisions in Section 8.3(3) below, each Party hereby agrees that (a) by seeking the remedies it is entitled to in Section 8.3(1) above, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under this Agreement (including monetary damages), and (b) nothing set forth in Section 8.3(1) shall require any Party hereto to institute any proceeding for (or limit any Party's right to institute any proceeding for) specific performance under Section 8.3(1) prior or as a condition to exercising any termination right under this Agreement (or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to Section 8.3(1) or anything set forth in Section 8.3(1) restrict or limit any Party's right to terminate this Agreement in accordance with the terms thereof, or pursue any other remedies under this Agreement that may be available then or thereafter.

(3) Each Party acknowledges that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the other Party would not enter into this Agreement, and that the Termination Fee represents consideration for the disposition of the affected Party's rights under this Agreement and represents liquidated damages which are a genuine pre-estimate of the damages which the Purchaser and Choice will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. The REIT irrevocably waives any right it may have to raise as a defence that any such payment is excessive or punitive.

(4) In the event of termination of this Agreement by the Purchaser, Choice or the REIT that triggers a Termination Fee Event, the payment of the Termination Fee shall be the sole and exclusive remedy (including damages, specific performance and injunctive relief) of the Purchaser, KingSett, Choice, their respective affiliates, and any Person acting jointly or in concert with any of the foregoing against the REIT, the REIT Subsidiaries, the JV Entities, their respective affiliates and any of their respective former, current or future trustees, directors, officers, employees, affiliates, general or limited partners, securityholders, managers, members or agents or their successors or assigns, for all breaches of any representation, warranty, covenant or agreement contained in this Agreement by the REIT and the failure of the transactions contemplated herein to be consummated including any and all losses or damages suffered as a result thereof. In the event the amount set out in Section 8.2 is paid to the Purchaser (on behalf of the Purchaser and Choice), no other amounts will be due and payable as damages or otherwise by the REIT, and the Purchaser, KingSett and Choice hereby accept that such payment is the maximum aggregate amount that the REIT shall be required to pay

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in lieu of any damages or any other payments or remedy which the Purchaser, KingSett or Choice may be entitled to in connection with this Agreement or the transactions contemplated by this Agreement, and none of the Purchaser, KingSett or Choice shall bring or maintain any proceedings or seek to obtain any recovery, judgment or damages of any kind against any such Persons. For the avoidance of doubt, while the Purchaser and Choice may pursue both a grant of specific performance and the payment of the Termination Fee, under no circumstances shall the Purchaser or Choice be permitted or entitled to receive both a grant of specific performance and any money damages, including all or any portion of the Termination Fee.

(5) Notwithstanding the foregoing, nothing contained in this Section 8.3, and no payment of any such amount, shall relieve or have the effect of relieving any Party in any way from liability for damages incurred or suffered by any other Party as a result of intentional or wilful breach of this Agreement, including the intentional, wilful or fraudulent making of a representation or intentional or wilful non-compliance with a covenant of this Agreement.

8.4 Expenses

Except as otherwise provided for in this Agreement or as otherwise agreed to between the Purchaser and Choice, all out-of-pocket third party transaction expenses incurred by a Party in connection with this Agreement and the Arrangement, including all costs, expenses and fees of the REIT incurred prior to or after the Effective Time in connection with, or incidental to, the Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

8.5 Notices

Any notice, direction or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:

(a) to the Purchaser and KingSett at:

co/ KingSett Capital Inc.
Scotia Plaza
40 King Street West, Suite 3700
Toronto, Ontario M5H 3Y2

Attention: Rob Kumer, Chief Executive Officer
E-mail: [Redacted: Personal Information.]

with a copy to:

Bennett Jones LLP
3400 One First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A4

Attention: Kris Hanc / Simon Crawford
Email: [email protected] / [email protected]

(b) to Choice at:

Choice Properties Real Estate Investment Trust

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22 St. Clair Avenue East, Suite 700
Toronto, ON, M4T 2S5

Attention: Legal Department
Email: [Redacted: Personal Information.]

with a copy to:

Osler, Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
Toronto, Ontario M5X 1B8

Attention: Emmanuel Pressman / Alex Gorka
Email: [email protected] / [email protected]

First Capital Real Estate Investment Trust
85 Hanna Avenue, Suite 400
Toronto, Ontario M6K 3S3

Attention: Adam Paul, President and Chief Executive Officer
Email: [Redacted: Personal Information.]

with a copy to:

Stikeman Elliott LLP
199 Bay Street
Suite 5300, Commerce Court West
Toronto, Ontario M5L 1B9

Attention: Sean Vanderpol / Frank Selke
Email: [email protected] / [email protected]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by electronic mail, on the same day that it was sent if sent on a Business Day and the acknowledgement of receipt is received by the sender before 5:00 p.m. (in the place of receipt) on such day, and otherwise on the first Business Day thereafter. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address.

Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.6 Time of the Essence

Time is of the essence in this Agreement.

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8.7 Further Assurances

Subject to the provisions of this Agreement, the Parties will, from time to time, do all such further acts and things and execute and deliver all such further documents and instruments, as the other Party or Parties may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

8.8 Third Party Beneficiaries

Except as provided in Section 2.4(6), Section 2.4(7), Section 4.9, Section 4.14(6), Section 4.16(2), Section 8.9 and Section 8.17 which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions, the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any claim, inquiry, action, suit, proceeding, hearing or other forum.

8.9 No Liability

The Parties acknowledge and agree that the obligations and liabilities under this Agreement, or in any document delivered in connection therewith, are not personally binding upon and resort shall not be had to, nor shall recourse or satisfaction be sought from the private property of any of the shareholders, constituent members, limited partners, unitholders, annuitants under a plan of which a unitholder of a Party acts as a trustee or carrier, or the officers, trustees, directors, employees or agents of a Party hereto but only the property of the Parties hereto shall be bound. The obligations and liabilities of the Purchaser and KingSett, on one hand, and Choice, on the other hand, under this Agreement are several and not joint or joint and several, and in no event shall the Purchaser and KingSett be liable for obligations or liabilities of Choice, or Choice be liable for obligations or liabilities of the Purchaser or KingSett.

8.10 KingSett REIT Units

(1) From the date of this Agreement until the earlier of the approval by Unitholders of the Arrangement Resolution at the Meeting and the termination of this Agreement in accordance with its terms, KingSett shall (a) at the Meeting, or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought, cause the KingSett REIT Units to be counted as present (in person or by proxy) for purposes of establishing quorum and to exercise (or cause to be exercised) all voting rights attached to the REIT Units beneficially owned, controlled or over which direction is exercised by KingSett or any of its affiliates (the "KingSett REIT Units") in favour of the Arrangement, including the Arrangement Resolution; and (b) no later than the proxy cut-off date for the Meeting, deliver or cause to be delivered to the REIT in accordance with the instructions set out in the Circular, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement, including the Arrangement Resolution.

(2) From the date of this Agreement until the earlier of the record date for the Meeting and the termination of this Agreement in accordance with its terms, KingSett shall not, directly or indirectly, sell, assign, transfer, or otherwise convey any interest in any of the KingSett REIT Units.

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8.11 Entire Agreement

This Agreement (including any Schedules thereto) together with the Confidentiality Agreements (provided that to the extent any provisions of the Confidentiality Agreements conflict with the terms of this Agreement, the terms of this Agreement will prevail) and the REIT Disclosure Letter constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement, the Confidentiality Agreements and the REIT Disclosure Letter. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.12 Successors and Assigns

(1) This Agreement becomes effective only when executed by each of the Parties. After that time, it will be binding upon and enure to the benefit of each of the Parties and their respective successors and permitted assigns.

(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of all of the other Party or Parties, except that each of the Purchaser, KingSett or Choice may assign all or any portion of their respective rights and obligations under this Agreement to any affiliate of such Person provided that such assignment does not delay the consummation of the transactions contemplated by this Agreement, but no such assignment shall relieve the Purchaser, KingSett or Choice of their obligations hereunder.

8.13 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.14 Governing Law

(1) This Agreement shall be governed in all respects, including validity, interpretation and effect, by and will be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws thereof which would result in the application of the laws of any other jurisdiction.

(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.15 Rules of Construction

The Parties have participated jointly in negotiating and drafting this Agreement. The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any

agreement or other document shall be construed against the party drafting such agreement or other document.

8.16 Counterparts

This Agreement may be executed and delivered in any number of counterparts (including counterparts by electronic mail) and all such counterparts taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed by electronic means (including by electronic signature) and delivered by electronic mail or other means of electronic transmission, and the Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

8.17 Debt Financing

Notwithstanding anything in this Agreement to the contrary, each of the Parties hereto on behalf of itself, its affiliates, and each of its and their former, current or future partners, managers, members, controlling persons or Representatives, hereby:

(1) agrees that, from and after the Effective Date, the Purchaser may assign its rights under this Agreement in whole or in part without the prior written consent of the REIT to the Purchaser Debt Financing Sources as collateral security for the obligations of the Purchaser and its Subsidiaries to such financiers;

(2) agrees that, without limiting the Purchaser's rights and remedies against the Purchaser Debt Financing Sources under the Purchaser Debt Commitment Letters, the Purchaser Debt Financing Sources will not have any obligation or liability (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) to the REIT, any of the REIT Subsidiaries or any of their respective affiliates or Representatives relating to or arising out of this Agreement, the Purchaser Debt Financing, the Purchaser Debt Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder;

(3) without limiting the Purchaser's rights and remedies against the Purchaser Debt Financing Sources under the Purchaser Debt Commitment Letters, agrees not to commence or maintain any action, cause of action, claim, cross-claim or third-party claim or any proceeding (whether in law or in equity, whether in contract or in tort or otherwise) against the Purchaser Debt Financing Sources in connection with this Agreement, the Purchaser Debt Financing, the Purchaser Debt Commitment Letters or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; and

(4) agrees that the Purchaser Debt Financing Sources are express third party beneficiaries of this Section 8.17, and shall be entitled to rely on and enforce this Section 8.17 (and this Section 8.17 and any other provision of this Agreement to the extent that an amendment, waiver or termination of such provision would modify the substance of this Section 8.17 shall not be amended, waived or terminated in any respect that is adverse to the Purchaser Debt Financing without the prior written consent of the Purchaser Debt Financing Sources).

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement as of the date first written above.

FIRST CAPITAL REAL ESTATE INVESTMENT TRUST

By: (signed) “Adam Paul”
Name: Adam Paul
Title: President & Chief Executive Officer

17853335 CANADA INC.

By: (signed) “Adam Paul”
Name: Adam Paul
Title: Director & President

PREMIER ACQUISITION LP, by its general partner, PREMIER ACQUISITION GP INC.

By: (signed) “Colin Baryliuk”
Name: Colin Baryliuk
Title: Authorized Signing Officer

KINGSETT REAL ESTATE GROWTH LP NO. 8, by its general partner, KINGSETT REAL ESTATE GROWTH GP NO. 8 INC.

By: (signed) “Colin Baryliuk”
Name: Colin Baryliuk
Title: Authorized Signing Officer

CHOICE PROPERTIES REAL ESTATE INVESTMENT TRUST

By: (signed) “Rael L. Diamond”
Name: Rael L. Diamond
Title: President and Chief Executive Officer

By: (signed) “Erin Johnston”
Name: Erin Johnston
Title: Chief Financial Officer

By: (signed) “Simone Cole”
Name: Simone Cole
Title: Senior Vice President, General Counsel & Secretary

A-1

SCHEDULE "A"

PLAN OF ARRANGEMENT

[See attached.]

PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT AND SECTION 60 OF THE TRUSTEE ACT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions

In this Plan of Arrangement, unless indicated otherwise, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

(1) "2005 Master Indenture" means the trust indenture dated June 21, 2005 between First Capital Realty Inc. (as predecessor to the REIT) and Computershare Trust Company of Canada, as supplemented from time to time.

(2) "2020 Master Indenture" means the trust indenture dated May 25, 2020 between the REIT and Computershare Trust Company of Canada, as supplemented from time to time.

(3) "adjusted cost base" has the meaning ascribed thereto in the Tax Act;

(4) "Arrangement" means the arrangement under section 192 of the CBCA and section 60 of the Trustee Act on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement, Article 7 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Arrangement Parties, each acting reasonably;

(5) "Arrangement Agreement" means the arrangement agreement dated as of April 16, 2026 between the REIT, ArrangementCo, the Purchaser, KingSett and Choice, including the schedules thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

(6) "Arrangement Agreement Date" means April 16, 2026;

(7) "Arrangement Agreement Date Value" means $24.25;

(8) "Arrangement Cash Consideration" means an amount, in cash, equal to the sum of (i) the product obtained when the Cash Consideration per Unit is multiplied by the number of Partly Diluted REIT Units, and (ii) the aggregate amount payable to holders of Cash-Settled Incentive Securities in accordance with Section 3.1(25), Section 3.1(27), Section 3.1(29), Section 3.1(30) and the REIT Disclosure Letter, which aggregate amount shall be set out in Section 1.1(8) of the Pre-Closing Notice;

(9) "Arrangement Consideration" means, collectively, the Arrangement Cash Consideration and the Choice Consideration Units;

(10) "Arrangement Consideration per Unit" means the total consideration per REIT Unit to be received by a Unitholder (other than Dissenting Unitholders in respect of their Dissent Units) pursuant to the Arrangement, consisting of the Cash Consideration per Unit and the Choice Consideration Units per Unit;

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(11) "Arrangement Parties" means the REIT, ArrangementCo, the Purchaser and Choice, and "Arrangement Party" means any one of them;

(12) "Arrangement Resolution" means the special resolution of Unitholders approving this Plan of Arrangement to be considered at the Meeting in accordance with the terms of the Arrangement Agreement;

(13) "ArrangementCo" means 17853335 Canada Inc., a corporation incorporated under the CBCA;

(14) "ArrangementCo Shares" means the issued and outstanding shares in the capital of ArrangementCo;

(15) "Articles of Arrangement" means the articles of arrangement in the prescribed form in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall be in form and substance satisfactory to the Arrangement Parties, each acting reasonably;

(16) "Buildings" means all buildings, fixtures, structures, erections, improvements and appurtenances located on, in or under the Lands;

(17) "Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario;

(18) "Cash Consideration per Unit" means an amount in cash equal to $19.24 per REIT Unit, consisting of the sum of the Special Cash Distribution per Unit, the Special Note Distribution per Unit and the Net Cash Proceeds per Unit;

(19) "Cash-Settled Deferred Units" means Deferred Units issued or issuable on or after the Arrangement Agreement Date, including, for greater certainty, "distribution equivalent" Deferred Units issued or that are issuable in respect of distributions declared by the REIT on the REIT Units on or after the Arrangement Agreement Date;

(20) "Cash-Settled Incentive Securities" means, collectively, Options, Cash-Settled Deferred Units, Cash-Settled Performance Units, Cash-Settled Restricted Units, and Cash-Settled Phantom Units;

(21) "Cash-Settled Performance Units" means Performance Units issued or issuable on or after the Arrangement Agreement Date, including, for greater certainty, "distribution equivalent" Performance Units issued or that are issuable in respect of distributions declared by the REIT on the REIT Units on or after the Arrangement Agreement Date;

(22) "Cash-Settled Phantom Units" means the Incentive Award grants approved but not issued, as identified in the REIT Disclosure Letter.

(23) "Cash-Settled Restricted Units" means Restricted Units issued or issuable on or after the Arrangement Agreement Date, including, for greater certainty, "distribution equivalent" Restricted Units issued or that are issuable in respect of distributions declared by the REIT on the REIT Units on or after the Arrangement Agreement Date;

(24) "CBCA" means the Canada Business Corporations Act;

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(25) "Certificate of Arrangement" means the certificate of arrangement issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

(26) "Circular" means the notice of Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference in, such management information circular, to be sent to Unitholders and each other Person as may be required by the Interim Order in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

(27) "Choice" means Choice Properties Real Estate Investment Trust;

(28) "Choice Acquisition Properties" means the Properties identified to the REIT in writing by Choice and the Purchaser, which will be acquired on the Effective Date by the Choice Property Purchasers from the Choice Property Sellers pursuant to the Choice Purchase Agreement in accordance with the Arrangement Agreement and the Plan of Arrangement;

(29) "Choice Cash Deposit" means an amount, in cash, equal to (i) $3,946,448,877, minus (ii) the sum of (x) the aggregate amount of the REIT Subsidiary Notes and (y) the Choice Property Mortgages Amount, which net amount shall be set out in Section 1.1(29) of the Pre-Closing Notice;

(30) "Choice Consideration Units" means 68,600,000 Choice Units, forming part of the Arrangement Consideration, to be issued and delivered in accordance with this Plan of Arrangement;

(31) "Choice Consideration Units per Unit" means 0.3186 of a whole Choice Unit;

(32) "Choice Debenture Assumption Transactions" means the transactions specified in Section 1.1(32) of the Pre-Closing Notice giving effect to the Debenture Assumption to be entered into by, among others, the applicable Choice Property Purchasers specified in Section 3.1(7) of the Pre-Closing Notice, and Choice with the first transaction described in Section 1.1(32) of the Pre-Closing Notice being effective as of the specified time pursuant to Section 3.1(44) and each other transaction described in Section 1.1(32) of the Pre-Closing Notice to be completed in two minute intervals, pursuant to which Choice, among others, shall assume and perform all of the liabilities and obligations under the Debentures outstanding as of the Effective Date, in each case in accordance with the terms of the applicable Indentures;

(33) "Choice Declaration of Trust" means the Declaration of Trust of Choice dated as of April 30, 2021, and as further amended from time to time, which is governed by the laws of the Province of Ontario;

(34) "Choice Funds" means, at any time, the funds held by the Depositary pursuant to the terms of the Depositary Agreement for or on behalf of Choice or any Subsidiary of Choice at such time, including in accordance with the directions set forth in Section 3.1;

(35) "Choice Properties Cash Proceeds" means an amount, in cash, equal to the sum of (i) the Choice Cash Deposit and (ii) the Choice Units Subscription Amount;

(36) "Choice Properties Purchase Price" means the aggregate purchase price payable by the Choice Property Purchasers for the purchase of the Choice Purchased Assets from the Choice Property Sellers pursuant to the Choice Purchase Agreement, consisting of the Choice Properties Purchase Price Fixed Portion and the Choice Properties Purchase Price Variable Portion;

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(37) "Choice Properties Purchase Price Fixed Portion" means the amount specified in Section 1.1(37) of the Pre-Closing Notice;

(38) "Choice Properties Purchase Price Variable Portion" means an amount equal to the Choice Units Subscription Amount;

(39) "Choice Properties Sale" has the meaning ascribed thereto in Section 3.1(9);

(40) "Choice Property Mortgages" means the credit agreements, commitment letters, hypothecs, trust indentures, mortgages, charges and related security documents with respect to the loans which are secured by the Choice Acquisition Properties, unless otherwise specified under Section 1.1(40) of the Pre-Closing Notice;

(41) "Choice Property Mortgages Amount" means the outstanding principal amount owing under the Choice Property Mortgages at the commencement of the Effective Date, as confirmed by the REIT to the Purchaser and Choice and set out in Section 1.1(41) of the Pre-Closing Notice;

(42) "Choice Property Purchasers" means those Subsidiaries of Choice specified in Section 1.1(42) of the Pre-Closing Notice;

(43) "Choice Property Sellers" means the REIT Subsidiaries that are the beneficial owners of the Choice Acquisition Properties or the shareholders of the Purchased Equity Interests immediately prior to the Effective Time, as confirmed by the REIT to the Purchaser and Choice and set out in Section 1.1(43) of the Pre-Closing Notice;

(44) "Choice Purchase Agreement" means the asset purchase agreement between the REIT and Choice dated the Effective Date providing for the acquisition by the Choice Property Purchasers, and the sale by the Choice Property Sellers, of the Choice Acquisition Properties on the Effective Date;

(45) "Choice Purchased Assets" means, collectively, (i) the Choice Acquisition Properties and assets related thereto (as more particularly described in the Choice Purchase Agreement), and (ii) the Purchased Equity Interests, to be acquired by the Choice Property Purchasers from the Choice Property Sellers under the Choice Purchase Agreement;

(46) "Choice Supplemental Indenture" means the supplemental indenture or supplemental indentures, as applicable, in form and content satisfactory to each of Choice, the Purchaser, the REIT and the Debenture Trustee, each acting reasonably, to be entered into by Choice, the Purchaser, the REIT and the Debenture Trustee effective as of the specified time pursuant to the Choice Debenture Assumption Transactions, providing for the assumption and performance by Choice of the discharge and performance of all of the liabilities and obligations under the Debentures and the release of the REIT and its Subsidiaries therefrom;

(47) "Choice Unit" means a participating unit of interest in Choice designated as a "Trust Unit" and issued pursuant to the Choice Declaration of Trust and having the attributes described therein, and for greater certainty includes Choice Consideration Units issued in accordance with the Arrangement Agreement and this Plan of Arrangement;

(48) "Choice Units Subscription Amount" means the amount equal to the product obtained when (i) 68,600,000 is multiplied by (ii) the Choice Units Subscription Amount per Unit, which aggregate amount shall be set out in Section 1.1(48) of the Pre-Closing Notice;

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(49) "Choice Units Subscription Amount per Unit" means the trading price of the Choice Units on the TSX at the close of trading on the second-last trading day immediately prior to the Effective Date, or such other estimated fair market value of a Choice Unit as may be specified in Section 1.1(49) of the Pre-Closing Notice;

(50) "Court" means the Ontario Superior Court of Justice (Commercial List);

(51) "Debenture Trustee" means Computershare Trust Company of Canada, in its capacity as trustee for and on behalf of the holders of the Debentures;

(52) "Debentures" means, collectively, the Series V Debentures, the Series U Debentures, the Series A Debentures, the Series B Debentures, the Series C Debentures, the Series D Debentures, the Series E Debentures, the Series F Debentures and the Series G Debentures;

(53) "Debentures Balance" means the aggregate principal amount of the Debentures, together with accrued interest thereon, as of immediately prior to the Effective Date;

(54) "Deferred Unit" means a deferred trust unit granted under the Deferred Unit Plan;

(55) "Deferred Unit Plan" means the third amended and restated deferred trust unit plan of the REIT dated April 2, 2024, as it may be further amended, supplemented or restated from time to time;

(56) "Depositary" means Odyssey Trust Company or such other Person as the REIT may, with the approval of the Purchaser and Choice, each acting reasonably, appoint to act as depositary in connection with the Arrangement;

(57) "Depositary Agreement" means the agreement entered into between the Depositary and the Arrangement Parties prior to the Effective Date (the terms and conditions of which shall be satisfactory to the Arrangement Parties, each acting reasonably), providing for the receipt and distribution by the Depositary of the Arrangement Consideration in accordance with this Plan of Arrangement;

(58) "Director" means the Director appointed pursuant to section 260 of the CBCA;

(59) "Dissent Rights" has the meaning ascribed thereto in Section 4.1(1);

(60) "Dissent Unit" means a REIT Unit held by a Dissenting Unitholder in respect of which the Unitholder has duly and validly exercised Dissent Rights and not withdrawn (or been deemed to have withdrawn) such duly and validly exercised Dissent Rights prior to the Effective Time;

(61) "Dissent Unit Transfer Time" has the meaning ascribed thereto in Section 4.1(2);

(62) "Dissenting Unitholder" means a registered holder of REIT Units as at the Record Date who has duly and validly exercised Dissent Rights in respect of the Arrangement in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, and who is ultimately determined to be entitled to be paid the fair value, determined in accordance with Article 4, of his, her or its REIT Units in respect of which such Unitholder has duly and validly exercised Dissent Rights;

(63) "Distributing Parent LP" has the meaning ascribed thereto in Section 3.1(17);

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(64) "Distributing REIT Subsidiary Corporation" means a Choice Property Seller that is a corporation, all of the shares of which are owned by the REIT or by a REIT Subsidiary;

(65) "Distributing REIT Subsidiary LP" means a REIT Subsidiary LP other than an Excluded LP;

(66) "Distributing REIT Sub-trust" means each of FCHT, FCDT and any other REIT Sub-trust specified in Section 1.1(66) of the Pre-Closing Notice;

(67) "Distributing Subsidiary LP" has the meaning ascribed thereto in Section 3.1(17);

(68) "DRS Advice" has the meaning ascribed thereto in Section 5.4(1);

(69) "Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

(70) "Effective Time" means the later of [●] (Toronto time) on the Effective Date, or such other time on the Effective Date as the Arrangement Parties may agree to in writing before the Effective Date;

(71) "Employee Unit Purchase Plan" means the employee unit purchase plan of the REIT effective as of December 30, 2019, as it may be amended, supplemented or restated from time to time;

(72) "Excluded LP" means (i) any Retained Property LP, and (ii) any other REIT Subsidiary LP identified as an Excluded LP in Section 1.1(72) of the Pre-Closing Notice;

(73) "FCDT" means First Capital Domaine Trust, a trust formed under the laws of the Province of Ontario;

(74) "FCHT" means First Capital Holdings Trust, a trust formed under the laws of the Province of Ontario;

(75) "FCHT Loan" means the REIT Subsidiary Loan by the REIT to FCHT contemplated by Section 3.1(6), in an amount equal to 50% of the Debentures Balance (or such other amount as may be specified in Section 3.1(6) of the Pre-Closing Notice);

(76) "FCHT Note" means the promissory note issued by FCHT to the REIT pursuant to Section 3.1(6), with a principal amount equal to the amount of the FCHT Loan;

(77) "FCRI LP" means FCRI Properties LP, a limited partnership formed under the laws of the Province of Ontario;

(78) "FCRI LP Loan" means the REIT Subsidiary Loan by the REIT to FCRI LP contemplated by Section 3.1(6), in an amount equal to 50% of the Debentures Balance (or such other amount as may be specified in Section 3.1(6) of the Pre-Closing Notice);

(79) "FCRI LP Note" means the promissory note issued by FCRI LP to the REIT pursuant to Section 3.1(6), with a principal amount equal to the amount of the FCRI LP Loan;

(80) "Final Order" means the final order of the Court made pursuant to section 192(4) of the CBCA and section 60 of the Trustee Act in a form acceptable to the Arrangement Parties, each acting reasonably, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of the Arrangement Parties, each acting reasonably) at

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any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended, modified, supplemented or varied (provided that any such amendment, modification, supplement or variation is acceptable to the Arrangement Parties, each acting reasonably) on appeal;

(81) "Governmental Entity" means (a) any international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission (including any securities commission or similar regulatory authority), board, bureau, ministry, agency or instrumentality, domestic or foreign, (b) any subdivision, agent or authority of any of the above, (c) any quasi-governmental body, professional body or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange;

(82) "holder" means, when used with reference to any securities of any Person, the registered or beneficial holder of such securities, as the context requires;

(83) "Incentive Awards" means Deferred Units, Performance Units and Restricted Units;

(84) "Incentive Awards Choice Units" means the total number of Choice Consideration Units to be issued to holders of Deferred Units, Performance Units and Restricted Units in accordance with Section 3.1(24), Section 3.1(26) and Section 3.1(28), as confirmed by the REIT to the Purchaser and Choice and specified in Section 1.1(84) of the Pre-Closing Notice;

(85) "Incentive Securities" means, collectively, the Incentive Awards and Options;

(86) "Indentures" means, collectively, the 2005 Master Indenture, 2020 Master Indenture, Series A Indenture, Series B Indenture, Series C Indenture, Series D Indenture, Series E Indenture, Series F Indenture, Series G Indenture, Series U Indenture and Series V Indenture;

(87) "Interim Order" means the order of the Court made pursuant to section 192(4) of the CBCA and section 60 of the Trustee Act in a form acceptable to the Arrangement Parties, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court (with the consent of the Arrangement Parties, each acting reasonably);

(88) "JV Entity" means any Person that (a) owns a direct or indirect interest in a JV Property and (b) the equity interests of which are owned directly or indirectly by the REIT (or one or more REIT Subsidiaries) and one or more JV Partners;

(89) "JV Partner" means any Person (other than the REIT or any REIT Subsidiary) that owns a direct or indirect interest in a JV Property or a JV Entity;

(90) "JV Property" means a Property set out in Section 3.1(19)(a) of the REIT Disclosure Letter in respect of which the legal and beneficial interest in the freehold title or leasehold title, as applicable, to such Property is not 100% owned by the REIT or any of its wholly-owned Subsidiaries, unless otherwise specified under Section 1.1(90) of the Pre-Closing Notice;

(91) "KingSett" means KingSett Real Estate Growth LP No. 8;

(92) "Lands" means the lands and premises listed in Section 1.1(b) of the REIT Disclosure Letter;

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(93) "Law" means, with respect to any Person, any and all applicable law (including statutory and common law), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;

(94) "Legacy Option Plan" means the amended and restated stock option plan of the REIT dated March 1, 2021;

(95) "Lenders" means KingSett or the applicable Purchaser Debt Financing Sources that are lender(s) under the REIT Daylight Loan, as specified in Section 1.1(95) of the Pre-Closing Notice;

(96) "Letter of Transmittal" means the letter of transmittal to be delivered by Unitholders to the Depositary, as described in the Circular;

(97) "Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute;

(98) "Meeting" means the special meeting of Unitholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, called and held in accordance with the Interim Order to consider and, if deemed advisable, approve the Arrangement, the Arrangement Resolution, ancillary matters to the foregoing and, if agreed by the Purchaser and Choice, each acting reasonably, for any other purpose set out in the Circular;

(99) "Net Cash Proceeds per Unit" means the amount, if any, in cash equal to the Cash Consideration per Unit minus the sum of the Special Cash Distribution per Unit and the Special Note Distribution per Unit;

(100) "Net Sale Proceeds per Unit" means the Net Cash Proceeds per Unit plus the Choice Consideration Units per Unit;

(101) "Option" means a unit option (formerly referred to as a stock option) to acquire a REIT Unit granted under the Legacy Option Plan;

(102) "Parties" means the REIT, ArrangementCo, the Purchaser, KingSett and Choice and "Party" means any one of them;

(103) "Partly Diluted REIT Units" means (i) the REIT Units issued and outstanding immediately prior to the Effective Time, plus (ii) the number of REIT Units that would be issuable in exchange for each Deferred Unit, Performance Unit and Restricted Unit, whether vested or unvested, but excluding Cash-Settled Incentive Securities, that is issued and outstanding immediately prior to the Effective Time, calculated as if any unvested Performance Units (excluding Cash-Settled Performance Units) outstanding immediately prior to the Effective Time had, immediately prior to that time, vested based on the applicable Performance Factor;

(104) "Performance Factor" means, with respect to Performance Units: (i) granted during the fiscal year ended December 31, 2024, 198%; and (ii) granted during the fiscal year ended December 31, 2025, 176%;

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(105) "Performance Unit" means a performance trust unit of the REIT granted under the Restricted Unit Plan;

(106) "Person" means an individual, general partnership, limited partnership, corporation, company, limited liability company, body corporate, joint venture, unincorporated organization, other form of business organization, estate, trust, trustee, executor, administrator or other legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

(107) "Plan of Arrangement" means this plan of arrangement, subject to any amendments or variations thereto made in accordance with Article 7 or with the Arrangement Agreement, or made at the direction of the Court in the Final Order (with the prior written consent of the Arrangement Parties, each acting reasonably);

(108) "Pre-Closing Notice" means the notice required to be delivered by the Purchaser and Choice to the REIT in accordance with the Arrangement Agreement specifying the applicable details relating to the Arrangement steps as contemplated by this Plan of Arrangement, including the Purchaser's and Choice's best estimate of all amounts, matters and details required to be specified therein as contemplated by this Plan of Arrangement, a draft of which shall initially be delivered by the Purchaser and Choice to the REIT no later than 5 Business Days prior to the expected Effective Date (or such shorter period as the REIT may agree, acting reasonably), which draft notice shall be subject to such revisions or amendments as the Purchaser and Choice, each acting reasonably, from time to time notify the REIT in writing not later than the date that is one Business Day prior to the Effective Date, which Pre-Closing Notice (as finally revised or amended in accordance with the foregoing) shall be executed by the Arrangement Parties and will be appended as a schedule to this Plan of Arrangement and shall constitute the "Pre-Closing Notice" for purposes of the Arrangement;

(109) "Properties" means all of the Lands and the Buildings;

(110) "Proscription Deadline" has the meaning ascribed thereto in Section 5.8;

(111) "Purchased Equity Interests" has the meaning ascribed thereto in the Choice Purchase Agreement;

(112) "Purchaser" means Premier Acquisition LP;

(113) "Purchaser Cash Deposit" means an amount, in cash, equal to (i) the Arrangement Cash Consideration, plus (ii) the REIT Subsidiary Notes Interest Amount, plus (iii) the REIT Daylight Loan Interest Amount, minus (iv) the Choice Cash Deposit, which amount shall be specified in Section 1.1(113) of the Pre-Closing Notice;

(114) "Purchaser Funds" means, at any time, the funds held by the Depositary pursuant to the Depositary Agreement for or on behalf of the Purchaser at such time, including in accordance with the directions set forth in Section 3.1;

(115) "Record Date" means the record date for determining Unitholders entitled to vote at the Meeting;

(116) "Registered Owners" means the owner(s) of all or any portion of the legal/registered interest in the freehold or leasehold title, as applicable, to any Properties as set out in Section 3.1(19)(a) of

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the REIT Disclosure Letter, unless otherwise indicated by the REIT to the Purchaser and Choice and specified in Section 1.1(116) of the Pre-Closing Notice;

(117) "REIT" means First Capital Real Estate Investment Trust, a trust formed under the laws of the Province of Ontario;

(118) "REIT Daylight Loan" means the loan(s) by the Lenders to the REIT contemplated by Section 3.1(5) to permit the REIT to make the REIT Subsidiary Loans;

(119) "REIT Daylight Loan Amount" means the aggregate principal amount of the REIT Daylight Loan, which amount shall be specified in Section 1.1(119) of the Pre-Closing Notice and shall not be less than the sum of (i) the Debentures Balance, and (ii) the REIT Subsidiary Notes Interest Amount;

(120) "REIT Daylight Loan Interest Amount" means the aggregate amount of interest (and any fees) payable by the REIT to the Lenders under the REIT Daylight Loan pursuant to Section 3.1(21);

(121) "REIT Declaration of Trust" means the amended and restated declaration of trust of the REIT dated as of November 30, 2025, as it may be further amended, supplemented or restated from time to time, which is governed by the laws of the Province of Ontario;

(122) "REIT Estimated Pre-LRE Taxable Income" means the estimated Taxable Income of the REIT for its taxation year ending immediately prior to the REIT LRE, as set out in Section 1.1(122) of the Pre-Closing Notice;

(123) "REIT Funds" means, at any time, the funds held by the Depositary pursuant to the Depositary Agreement for or on behalf of the REIT or any REIT Subsidiary at such time, including in accordance with the directions set forth in Section 3.1;

(124) "REIT LRE" means the "loss restriction event" (as defined in the Tax Act) of the REIT (and each REIT Sub-trust) occurring on the Effective Date as a result of the Arrangement;

(125) "REIT Released Parties" means, collectively, the REIT, the REIT Subsidiaries immediately prior to the Effective Time, and their respective present and former officers, directors, trustees, employees, auditors, financial advisors, legal counsel and agents;

(126) "REIT Subscription Units" means that number of REIT Units equal to the quotient obtained when (i) the REIT Units Subscription Amount, is divided by (ii) the REIT Units Subscription Amount per Unit;

(127) "REIT Subsidiary" means a Subsidiary of the REIT;

(128) "REIT Subsidiary Borrower" means, unless otherwise specified in Section 1.1(128) of the Pre-Closing Notice, each of FCHT and FCRI Properties LP;

(129) "REIT Subsidiary Corporation Cash Distributions" has the meaning ascribed thereto in Section 3.1(14);

(130) "REIT Subsidiary Loans" means the loans contemplated by Section 3.1(6), and includes the FCHT Loan and FCRI LP Loan;

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(131) "REIT Subsidiary LP" means a REIT Subsidiary that is a limited partnership;

(132) "REIT Subsidiary LP Cash Distribution" has the meaning ascribed thereto in Section 3.1(16);

(133) "REIT Subsidiary LP Residual Distribution" has the meaning ascribed thereto in Section 3.1(17);

(134) "REIT Subsidiary Note" means, with respect to a particular REIT Subsidiary Borrower, the interest-bearing promissory note to be issued by such REIT Subsidiary Borrower in accordance with Section 3.1(6), evidencing a REIT Subsidiary Loan in the principal amount and containing the terms and conditions specified in Section 3.1(6) of the Pre-Closing Notice;

(135) "REIT Subsidiary Notes Interest Amount" means the aggregate interest payable by the REIT Subsidiary Borrowers on the REIT Subsidiary Notes pursuant to Section 3.1(8);

(136) "REIT Sub-trust" means each REIT Subsidiary that is a trust;

(137) "REIT Sub-trust Distributions" has the meaning ascribed thereto in Section 3.1(20);

(138) "REIT Sub-trust Excluded Property" means, with respect to a particular Distributing REIT Sub-trust, (i) $1,000, and (ii) any other property or assets specified in Section 1.1(138) of the Pre-Closing Notice with respect to such Distributing REIT Sub-trust;

(139) "REIT Unit" means a participating unit of interest in the REIT designated as a "Trust Unit" and issued pursuant to the REIT Declaration of Trust, and "REIT Units" means, collectively, all such units of interest in the REIT outstanding at any particular time, and for greater certainty includes units of the REIT issued in accordance with this Plan of Arrangement and the Arrangement Agreement;

(140) "REIT Units Subscription Amount" means the amount, in dollars, specified in Section 1.1(140) of the Pre-Closing Notice, which shall be equal to the sum of the REIT Units Subscription Amount Cash Portion and the REIT Units Subscription Amount Units Portion;

(141) "REIT Units Subscription Amount Cash Portion" means an amount, in cash, equal to the amount by which (i) the sum of (A) the aggregate amount of the Special Cash Distribution and Special Note Distribution, (B) the cash payable to holders of Incentive Securities pursuant to this Plan of Arrangement, (C) the REIT Subsidiary Notes Interest Amount, and (D) the REIT Daylight Loan Interest Amount, exceeds (ii) the Choice Properties Cash Proceeds, which amount shall be set out in Section 1.1(141) of the Pre-Closing Notice;

(142) "REIT Units Subscription Amount per Unit" means the amount specified in Section 1.1(142) of the Pre-Closing Notice, which amount shall be equal to the estimated fair market value of a REIT Unit immediately following the Special Cash Distribution and Special Note Distribution, but prior to the Special Units Distribution (if any);

(143) "REIT Units Subscription Amount Units Portion" means the amount equal to the product obtained when (i) the number of Incentive Awards Choice Units, is multiplied by (ii) the Choice Units Subscription Amount per Unit;

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(144) "Related Assets" has the meaning ascribed thereto in the Retained Property Transfer Agreements; provided that under no circumstances shall Related Assets include any REIT Subsidiary Loan proceeds or any Choice Properties Cash Proceeds;

(145) "Residual Purchased Units" means the REIT Units held by the Residual Unitholders;

(146) "Residual Unitholder" means a beneficial holder of REIT Units, other than Dissent Units, who: (i) is not a "non-resident" of Canada or a partnership other than a "Canadian partnership" (in each case, within the meaning of the Tax Act), (ii) immediately prior to the effective time of the step in Section 3.1(40) beneficially holds not less than 100 REIT Units having an aggregate fair market value of not less than $500, and who has not executed a trade in respect of the disposition of such REIT Units before the Effective Time; and (iii) if all of the beneficial holders of REIT Units described in (i) and (ii) were ranked in order of the number of REIT Units beneficially held by them immediately prior to the Effective Time, from highest to lowest, would be included in the last 175 of such holders of REIT Units;

(147) "Restricted Unit" means a restricted trust unit of the REIT granted under the Restricted Unit Plan;

(148) "Restricted Unit Plan" means the fourth amended and restated restricted trust unit plan of the REIT dated April 14, 2026, as it may be further amended, supplemented or restated from time to time;

(149) "Retained Properties" means all of the Properties other than any Property that is a Choice Acquisition Property, and "Retained Property" means any one of them;

(150) "Retained Property LPs" means those limited partnerships to be formed in accordance with Section 1.1(150) of the Pre-Closing Notice, which immediately prior to the Effective Time will be REIT Subsidiary LPs;

(151) "Retained Property Owner" means the beneficial owner of a Retained Property as set out in Section 1.1(151) of the Pre-Closing Notice;

(152) "Retained Property Transfer Agreements" means the asset transfer agreements to be entered into between the Retained Property Owners and the Retained Property LPs on the Effective Date, providing for the assignment and transfer by the Retained Property Owners of their beneficial right, title and interest in the Retained Properties, along with any Related Assets, to the Retained Property LPs and the assumption by the Retained Property LPs of the liabilities and obligations of the Retained Property Owners on the Effective Date in accordance with Section 3.1(12) and the terms thereof, which agreements shall be in a form to be agreed upon by the REIT and the Purchaser, each acting reasonably, prior to the Effective Date and which shall provide that the transfers shall be taxable in accordance with subsection 97(1) of the Tax Act;

(153) "Retained Property Transfers" has the meaning ascribed thereto in Section 3.1(12);

(154) "Series A Debentures" means the 3.447% senior unsecured debentures due March 1, 2028 issued by the REIT pursuant to the Series A Indenture originally in the aggregate principal amount of $200,000,000;

(155) "Series A Indenture" means the first supplemental indenture to the 2020 Master Indenture, dated September 1, 2020, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series A Debentures;

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(156) "Series B Debentures" means the 5.572% senior unsecured debentures due March 1, 2031 issued by the REIT pursuant to the Series B Indenture originally in the aggregate principal amount of $300,000,000;

(157) "Series B Indenture" means the second supplemental indenture to the 2020 Master Indenture, dated March 1, 2024, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series B Debentures;

(158) "Series C Debentures" means the 5.455% senior unsecured debentures due June 12, 2032 issued by the REIT pursuant to the Series C Indenture originally in the aggregate principal amount of $300,000,000;

(159) "Series C Indenture" means the third supplemental indenture to the 2020 Master Indenture, dated June 12, 2024, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series C Debentures;

(160) "Series D Debentures" means the 4.513% senior unsecured debentures due June 3, 2030 issued by the REIT pursuant to the Series D Indenture originally in the aggregate principal amount of $200,000,000;

(161) "Series D Indenture" means the fourth supplemental indenture to the 2020 Master Indenture, dated November 1, 2024, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series D Debentures;

(162) "Series E Debentures" means the 4.832% senior unsecured debentures due June 13, 2033 issued by the REIT pursuant to the Series E Indenture originally in the aggregate principal amount of $300,000,000;

(163) "Series E Indenture" means the fifth supplemental indenture to the 2020 Master Indenture, dated June 13, 2025, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series E Debentures;

(164) "Series F Debentures" means the 4.461% senior unsecured debentures due February 15, 2034 issued by the REIT pursuant to the Series F Indenture originally in the aggregate principal amount of $250,000,000;

(165) "Series F Indenture" means the sixth supplemental indenture to the 2020 Master Indenture, dated November 14, 2025, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series F Debentures;

(166) "Series G Debentures" means the 4.760% senior unsecured debentures due February 15, 2035 issued by the REIT pursuant to the Series G Indenture originally in the aggregate principal amount of $250,000,000;

(167) "Series G Indenture" means the seventh supplemental indenture to the 2020 Master Indenture, dated December 8, 2025, between the REIT and Computershare Trust Company of Canada, providing for the issuance of the Series G Debentures;

(168) "Series U Debentures" means the 3.753% senior unsecured debentures due July 12, 2027 issued by the REIT pursuant to the Series U Indenture originally in the aggregate principal amount of $300,000,000;

(169) "Series U Indenture" means the twenty-sixth supplemental indenture to the 2005 Master Indenture, dated July 10, 2017, between First Capital Realty Inc. (as succeeded by the REIT) and Computershare Trust Company of Canada, providing for the issuance of the Series U Debentures;

(170) "Series V Debentures" means the 3.456% senior unsecured debentures due January 22, 2027 issued by the REIT pursuant to the Series V Indenture originally in the aggregate principal amount of $200,000,000;

(171) "Series V Indenture" means the twenty-eighth supplemental indenture to the 2005 Master Indenture, dated July 22, 2019, between First Capital Realty Inc. (as succeeded by the REIT) and Computershare Trust Company of Canada, providing for the issuance of the Series V Debentures;

(172) "Special Cash Distribution" has the meaning ascribed thereto in Section 3.1(33);

(173) "Special Cash Distribution per Unit" means an amount per REIT Unit equal to the quotient obtained when the amount of the Special Cash Distribution is divided by the number of REIT Units issued and outstanding immediately prior to the effective time of the Special Cash Distribution;

(174) "Special Distribution Note" means, to the extent specified in Section 1.1(174) of the Pre-Closing Notice, a non-interest-bearing promissory note with a principal amount equal to the amount of the Special Note Distribution, which Special Distribution Note shall be issued by the REIT in accordance with Section 3.1(34);

(175) "Special Note Distribution" has the meaning ascribed thereto in Section 3.1(34);

(176) "Special Note Distribution per Unit" means an amount per REIT Unit equal to the quotient obtained when the amount of the Special Note Distribution is divided by the number of REIT Units issued and outstanding immediately prior to the effective time of the Special Note Distribution;

(177) "Special Units Distribution" has the meaning ascribed thereto in Section 3.1(35);

(178) "Special Units Distribution Issue Price" means an amount per REIT Unit equal to the REIT Units Subscription Amount per Unit;

(179) "Subsidiary" means, with respect to a Person, a corporation, partnership, trust, limited liability company, unlimited liability company, joint venture or other Person of which either: (a) such Person or any other subsidiary of the Person is a general partner, managing member or functional equivalent; (b) voting power to elect a majority of the board of directors or trustees or others performing a similar function with respect to such organization is held by such Person or by any one or more of such Person's subsidiaries; or (c) more than 50% of the equity interest is controlled, directly or indirectly, by such Person;

(180) "Tax Act" means the Income Tax Act (Canada);

(181) "Taxable Income" means, for any taxation year, the aggregate of: (a) the net income for the year (excluding capital gains and capital losses) determined in accordance with the Tax Act having regard to the provisions thereof which relate to the calculation of income for the purpose of determining the "taxable income" of a trust, and read without reference to paragraph 82(1)(b) and subsection 104(6) of the Tax Act, less any non-capital losses carried forward from prior taxation

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years that are deductible in the taxation year, and (b) the amount of capital gains for the year less the amount of capital losses for the year, in each case, as calculated in accordance with the Tax Act, less any net capital losses carried forward from prior taxation years that are deductible in the taxation year;

(182) "Taxes" means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employer health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions, and (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b);

(183) "Trustee Act" means the Trustee Act (Ontario);

(184) "TSX" means the Toronto Stock Exchange;

(185) "Unitholder Rights Plan" means the second amended and restated unitholder rights plan agreement between the REIT and Odyssey Trust Company, dated April 14, 2026, as the same may be reconfirmed, amended or amended and restated from time to time;

(186) "Unitholders" means the registered or beneficial holders of REIT Units, as the context requires; and

(187) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise clearly requires.

Section 1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to "dollars" or to "$" are references to Canadian dollars, unless otherwise stated.

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(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(5) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or reenacted, unless stated otherwise.

(6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

(7) Time References. References to time are to local time, Toronto, Ontario.

ARTICLE 2

EFFECT OF THE ARRANGEMENT

Section 2.1 Arrangement and Arrangement Agreement

This Plan of Arrangement is made pursuant to and forms part of the Arrangement Agreement, and is subject to the provisions of the Arrangement Agreement except in respect of the order and sequence of the steps comprising the Arrangement, which shall occur in the order and sequence set forth in Section 3.1. This Plan of Arrangement constitutes an arrangement as referred to in section 192 of the CBCA. If there are any inconsistencies or conflicts between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

Section 2.2 Binding Effect

Upon filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, this Plan of Arrangement and the Arrangement will become binding on ArrangementCo, the REIT, each REIT Subsidiary, all Unitholders (including Dissenting Unitholders), all holders of Incentive Securities, the Purchaser, KingSett, Choice, the Choice Property Purchasers, the Depositary, the Lenders, the registrar and transfer agent of REIT Units, the registrar and transfer agent of Choice Units, the rights agent under the Unitholder Rights Plan, the Debenture Trustee, and all other Persons, in each case as of and from the Effective Time, without any further act or formality required on the part of any Person. No portion of this Plan of Arrangement shall take effect with respect to any Person until the Effective Time, and without affecting the timing set out in Section 3.1, each transaction set out in Section 3.1 shall be mutually conditional such that no transaction may occur without all transactions set out therein occurring.

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Section 2.3 Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of all Liens, claims and encumbrances. Each Unitholder (including Dissenting Unitholders) and each holder of an Incentive Security shall, in respect of any step in Section 3.1 applicable to such Person, be deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer or exchange all REIT Units, Deferred Units, Performance Units, Restricted Units and Options, as applicable, held by such holder in accordance with such step.

Section 2.4 Effective Time of Transactions

The transfers, exchanges, issuances, cancellations and terminations provided for in Section 3.1 shall occur, and shall be deemed to occur, at the time and in the order and sequence specified in Section 3.1, notwithstanding that certain of the procedures related thereto may not be completed until after such time.

ARTICLE 3
ARRANGEMENT

Section 3.1 The Arrangement

Commencing at the Effective Time, unless otherwise specifically provided in this Section 3.1, each of the transactions or events set out below shall occur, and shall be deemed to occur, in the following order and sequence at two-minute intervals following the completion of the immediately preceding transaction or event, in each case without any further authorization, act or formality on the part of any Person:

Termination of Unitholder Rights Plan

(1) Notwithstanding the terms of the Unitholder Rights Plan, the Unitholder Rights Plan shall be terminated and all rights issued pursuant to the Unitholder Rights Plan, if any, shall be cancelled without any payment in respect thereof.

Amendment of Constating Documents

(2) The REIT Declaration of Trust and the declaration of trust of each REIT Sub-trust shall be amended as necessary to permit the transactions contemplated by the Arrangement and the provisions of this Plan of Arrangement, including such amendments as may be specified in Section 3.1(2) of the Pre-Closing Notice. Such amendments are hereby deemed not to constitute, nor result in, a termination or resettlement of the REIT or any REIT Sub-trust.

(3) The limited partnership agreement of each REIT Subsidiary LP shall be amended as necessary to permit the transactions contemplated by the Arrangement and the provisions of this Plan of Arrangement, including such amendments as may be specified in Section 3.1(3) of the Pre-Closing Notice.

Subscription by the Purchaser for the Choice Consideration Units

(4) The Purchaser shall subscribe for the Choice Consideration Units by paying the Choice Units Subscription Amount to Choice, and the Choice Consideration Units shall be issued by Choice to the Purchaser as fully paid and validly issued Choice Units.

Concurrently with the subscription:

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(a) the Purchaser and Choice will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of the subscription, for and on behalf of Choice, that portion of the Purchaser Funds then held by the Depositary equal to the Choice Units Subscription Amount, and such amount shall be deducted from the Purchaser Funds and added to the Choice Funds;

(b) the Purchaser and Choice will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of the subscription, for and on behalf of the Purchaser (or as the Purchaser may direct), the Choice Consideration Units; and

(c) the Purchaser shall be added to the register of Choice Units maintained by or on behalf of Choice in respect of the Choice Consideration Units.

REIT Daylight Loan

(5) The REIT shall borrow from the Lenders, and the Lenders shall lend to the REIT, the REIT Daylight Loan.

Concurrently with the making of the REIT Daylight Loan, the Lenders will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of the REIT, the REIT Daylight Loan Amount, and such amount shall be added to the REIT Funds.

REIT Subsidiary Loans and Issuance of REIT Subsidiary Notes

(6) The REIT shall (a) lend to the applicable REIT Subsidiary Borrower and each REIT Subsidiary Borrower shall borrow from the REIT, the applicable REIT Subsidiary Loan, in each case to the extent, and in such amount and on the terms and conditions, specified in Section 3.1(6) of the Pre-Closing Notice, and (b) contribute to the applicable REIT Subsidiary Borrower the amount necessary for such REIT Subsidiary Borrower to pay the amount payable pursuant to Section 3.1(8).

Concurrently with the making of the REIT Subsidiary Loans:

(a) the REIT and the REIT Subsidiary Borrowers will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of each REIT Subsidiary Borrower, that portion of the REIT Funds equal to the principal amount of the REIT Subsidiary Loan loaned by the REIT to each such REIT Subsidiary Borrower and the amount contributed by the REIT to each such REIT Subsidiary Borrower; and

(b) each REIT Subsidiary Borrower shall issue to the REIT, and will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of the REIT or as the REIT may direct, the REIT Subsidiary Note delivered by or on behalf of such REIT Subsidiary Borrower to the Depositary pursuant to Section 5.3.

Acquisition of REIT Subsidiary Notes by Applicable Choice Property Purchasers and Assumption of Debentures

(7) The applicable Choice Property Purchasers specified in Section 3.1(7) of the Pre-Closing Notice shall purchase from the REIT, and the REIT shall transfer and assign to the applicable Choice Property Purchasers specified in Section 3.1(7) of the Pre-Closing Notice, all of the REIT's right,

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title and interest in and to the REIT Subsidiary Notes, and the REIT will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of the applicable Choice Property Purchaser, the applicable REIT Subsidiary Note.

As consideration for the assignment of the REIT Subsidiary Notes to the Choice Property Purchasers, the applicable Choice Property Purchasers shall assume and perform all of the liabilities and obligations under the Debentures, in each case in accordance with the terms of the applicable Indentures.

Payment of Interest on REIT Subsidiary Notes

(8) Each REIT Subsidiary Borrower shall pay, in cash, to the applicable Choice Property Purchaser that is the beneficial holder of its REIT Subsidiary Note, on account of interest on such REIT Subsidiary Note, an amount equal to the interest accrued on such REIT Subsidiary Note as of the effective time of the step under this Section 3.1(8).

Concurrently with this step, each REIT Subsidiary Borrower will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of the applicable Choice Property Purchaser that is the beneficial holder of its REIT Subsidiary Note, that portion of the REIT Funds then held by the Depositary on behalf of such REIT Subsidiary Borrower equal to the amount of the interest payment by such REIT Subsidiary Borrower under this step.

Sale of Choice Purchased Assets and Payment of Choice Properties Purchase Price

(9) Each Choice Property Purchaser shall, in accordance with the Choice Purchase Agreement, purchase from the applicable Choice Property Seller, and each Choice Property Seller shall transfer and assign to the applicable Choice Property Purchaser, such Choice Property Seller's beneficial right, title and interest in and to the Choice Purchased Assets held by such Choice Property Seller, in each case as specified in Section 3.1(9) of the Pre-Closing Notice (the "Choice Properties Sale").

In payment and satisfaction of the Choice Properties Purchase Price payable for the Choice Purchased Assets:

(a) the Choice Property Purchaser that is the holder of the FCHT Note shall assign to FCRI LP its interest in the FCHT Note, in payment and satisfaction of that portion of the Choice Properties Purchase Price payable by such Choice Property Purchaser to FCRI LP equal to the outstanding principal amount of the FCHT Note;

(b) the Choice Property Purchaser that is the holder of the FCRI LP Note shall assign to FCHT its interest in the FCRI LP Note, in payment and satisfaction of that portion of the Choice Properties Purchase Price payable by such Choice Property Purchaser to FCHT equal to the outstanding principal amount of the FCRI LP Note;

(c) the Choice Property Purchasers shall, and Choice shall cause the Choice Property Purchasers to, assume and perform all of the liabilities and obligations of the REIT and any REIT Subsidiary under the Choice Property Mortgages, in payment and satisfaction of that portion of the Choice Properties Purchase Price equal to the Choice Property Mortgages Amount; and

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(d) the Choice Property Purchasers shall, and Choice shall cause the Choice Property Purchasers to, pay the balance of the Choice Properties Purchase Price (being equal to the Choice Properties Cash Proceeds) in cash, by directing, and will be deemed to direct, the Depositary to hold, and the Depositary shall hold, from and after the effective time of the Choice Properties Sale, for and on behalf of the applicable Choice Property Sellers, that portion of the Choice Funds then held by the Depositary equal to the Choice Properties Cash Proceeds, and such amount shall be deducted from the Choice Funds and added to the REIT Funds.

(10) Concurrently with the Choice Properties Sale, each Registered Owner (other than a Registered Owner the equity interests in which form part of the Purchased Equity Interests) that is the registered owner of any Choice Acquisition Property as bare trustee or nominee for and on behalf of any Choice Property Seller shall assign the registered title of such Choice Acquisition Property to the applicable Choice Property Purchaser (or as Choice may otherwise direct in writing prior to the Effective Date).

Payment and Settlement of REIT Subsidiary Notes

(11) Concurrently:

(a) FCHT shall pay to FCRI LP, in cash, the outstanding principal amount owing by FCHT to FCRI LP under the FCHT Note, and FCHT will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of FCRI LP, that portion of the REIT Funds held by the Depositary on behalf of FCHT immediately prior to the effective time of this step equal to the principal amount of the FCHT Note, in full payment and satisfaction of the outstanding amount payable under the FCHT Note; and

(b) FCRI LP shall pay to FCHT, in cash, the outstanding principal amount owing by FCRI LP to FCHT under the FCRI LP Note, and FCRI LP will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of FCHT, that portion of the REIT Funds held by the Depositary on behalf of FCRI LP immediately prior to the effective time of this step equal to the principal amount of the FCRI LP Note, in full payment and satisfaction of the outstanding amount payable under the FCRI LP Note,

and upon the repayment of the FCHT Note and FCRI LP Note in accordance with the foregoing, each of the FCHT Note and FCRI LP Note shall be cancelled.

Transfer of Retained Properties to the Retained Property LPs

(12) Each Retained Property Owner shall, in accordance with the Retained Property Transfer Agreements, transfer its beneficial right, title and interest in and to its Retained Properties, along with any Related Assets, to the applicable Retained Property LP specified in Section 3.1(12) of the Pre-Closing Notice (the "Retained Property Transfers").

As consideration for the Retained Property Transfers, each Retained Property LP shall (i) assume any liabilities and obligations of the applicable transferring Retained Property Owner, and (ii) add to the capital account of the transferring Retained Property Owner, on account of its limited partner interest in such Retained Property LP, an amount equal to the fair market value of the Retained Properties and Related Assets transferred to it, less the amount of liabilities and obligations assumed by it, in each case to the extent set out in the applicable Retained Property Transfer Agreement.

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(13) Concurrently with the Retained Property Transfers, each Registered Owner that is the registered owner of any Retained Property as bare trustee or nominee for and on behalf of the applicable Retained Property Owner shall, as of and from the effective time of the Retained Property Transfers, hold such transferred Retained Property on behalf of the applicable Retained Property LP to which such Retained Property is transferred.

Special Distribution by REIT Subsidiary Corporations

(14) Each Distributing REIT Subsidiary Corporation shall pay to its shareholder an amount, in cash, equal to its share of the Choice Properties Cash Proceeds (each, a "REIT Subsidiary Corporation Cash Distribution" and collectively, the "REIT Subsidiary Corporation Cash Distributions"), on account of the following (in the order and to the extent set out below):

(a) first, on account of any outstanding indebtedness then owing by such Distributing REIT Subsidiary Corporation to such shareholder, to the extent of the lesser of such Distributing REIT Subsidiary Corporation's share of the Choice Properties Cash Proceeds and the amount of any such outstanding indebtedness;

(b) second, as a return of capital on the issued and outstanding shares in the capital of such Distributing REIT Subsidiary Corporation, to the extent of the lesser of (i) the "paid-up capital" (within the meaning of the Tax Act) of such shares or class of shares immediately prior to the effective time of this step, less $1.00, and (ii) such Distributing REIT Subsidiary Corporation's share of the Choice Properties Cash Proceeds, to the extent not paid to the REIT under paragraph (a) above; and

(c) third, as a dividend on the issued and outstanding shares in the capital of such Distributing REIT Subsidiary Corporation, the remainder, if any, of such Distributing REIT Subsidiary Corporation's share of the Choice Properties Cash Proceeds not paid to the REIT under paragraphs (a) and (b) above.

Concurrently with the REIT Subsidiary Corporation Cash Distributions, each Distributing REIT Subsidiary Corporation will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of such distribution, for and on behalf of the shareholder of such Distributing REIT Subsidiary Corporation, that portion of the REIT Funds then held by the Depositary on behalf of such Distributing REIT Subsidiary Corporation.

Repayment of Certain Indebtedness by Distributing REIT Subsidiary LPs

(15) Each Distributing REIT Subsidiary LP shall pay to its limited partner an amount, in cash, equal to the amount of any outstanding indebtedness then owing by such Distributing REIT Subsidiary LP to such limited partner.

Concurrently with such debt repayments, each Distributing REIT Subsidiary LP will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the time of the debt repayment, for and on behalf of the applicable limited partner that portion of the REIT Funds then held by the Depositary on behalf of such Distributing REIT Subsidiary LP equal to the amount of such debt repayment.

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Special Distributions by Distributing REIT Subsidiary LPs

(16) Each Distributing REIT Subsidiary LP shall make a cash distribution on its limited partner interest in an amount equal to the lesser of (i) its share of the Choice Properties Cash Proceeds, and (ii) the adjusted cost base of such limited partner interest immediately prior to the effective time of the distribution (each, a "REIT Subsidiary LP Cash Distribution" and collectively, the "REIT Subsidiary LP Cash Distributions").

Concurrently with the making of such REIT Subsidiary LP Cash Distribution, each Distributing REIT Subsidiary LP will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the time of the distribution, for and on behalf of the applicable limited partner, that portion of the REIT Funds then held by the Depositary on behalf of such Distributing REIT Subsidiary LP equal to the amount of such distribution.

(17) Each Distributing REIT Subsidiary LP shall distribute (i) to its general partner, cash in an amount equal to the general partner's capital account, and (ii) to its limited partner, its remaining property and assets (including, for the avoidance of doubt, any share of the Choice Properties Cash Proceeds, any REIT Subsidiary Corporation Cash Distribution and any portion of the REIT Funds then held or deemed to be held by the Depositary on its behalf) (each, a "REIT Subsidiary LP Residual Distribution" and collectively, the "REIT Subsidiary LP Residual Distributions"); provided that if a Distributing REIT Subsidiary LP (a "Distributing Parent LP") is a limited partner of another Distributing REIT Subsidiary LP (a "Distributing Subsidiary LP"), the REIT Subsidiary LP Residual Distribution by the Distributing Subsidiary LP shall, and shall be deemed to, occur immediately prior to the REIT Subsidiary LP Residual Distribution by the Distributing Parent LP.

Concurrently with the REIT Subsidiary LP Residual Distributions:

(a) each Distributing REIT Subsidiary LP will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of the distribution, (i) for and on behalf of the applicable general partner, that portion of the REIT Funds then held by the Depositary on behalf of such Distributing Subsidiary LP equal to the amount payable to such general partner pursuant to such REIT Subsidiary LP Residual Distribution, and (ii) for and on behalf of the applicable limited partner, the remaining REIT Funds then held by the Depositary on behalf of such Distributing REIT Subsidiary LP; and

(b) the limited partner of each Distributing REIT Subsidiary LP shall, from and after the effective time of such distribution, assume and perform all of the liabilities and obligations of such Distributing REIT Subsidiary LP.

Termination of Distributing REIT Subsidiary LPs

(18) Immediately following each REIT Subsidiary LP Residual Distribution, the general partner of the applicable Distributing REIT Subsidiary LP shall assign, and is hereby deemed to assign, its general partner interest in such Distributing REIT Subsidiary LP to the limited partner of such

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Distributing REIT Subsidiary LP, and upon such assignment such Distributing REIT Subsidiary LP shall cease to exist.

Repayment of Certain Indebtedness by Distributing Sub-trusts

(19) Each Distributing REIT Sub-trust shall pay to the REIT an amount, in cash, equal to the amount of any outstanding indebtedness then owing by such Distributing REIT Sub-trust to the REIT.

Concurrently with such debt repayments, each Distributing REIT Sub-trust will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the time of the debt repayment, for and on behalf of the REIT, that portion of the REIT Funds then held by the Depositary on behalf of such Distributing REIT Sub-trust equal to the amount of such debt repayment.

Special Distribution by REIT Sub-trusts

(20) Each Distributing REIT Sub-trust shall distribute all of its property and assets (including, for the avoidance of doubt, any share of the Choice Properties Cash Proceeds, any REIT Subsidiary Corporation Cash Distributions, REIT Subsidiary LP Cash Distributions and REIT Subsidiary LP Residual Distributions, and any portion of the REIT Funds then held or deemed to be held by the Depositary on its behalf, along with any other property received by it pursuant to the REIT Subsidiary LP Residual Distributions), other than any REIT Sub-trust Excluded Property, to the REIT (the "REIT Sub-trust Distributions") on account of the following (in the order and to the extent set out below):

(a) first, in consideration for the assumption by the REIT of all of the liabilities and obligations of such Distributing REIT Sub-trust, to the extent of the amount of such liabilities and obligations assumed;

(b) second, as a distribution to the REIT, on account of its interest as a beneficiary of such Distributing REIT Sub-trust, of the Taxable Income of such Distributing REIT Sub-trust for its taxation year ending immediately prior to the REIT LRE, to the extent of such Taxable Income less any amount previously paid or made payable by such Distributing REIT Sub-trust to the REIT on account of its interest as a beneficiary in such taxation year; and

(c) the remainder, as a capital distribution to the REIT on account of its interest as a beneficiary of such Distributing REIT Sub-trust.

Concurrently with the REIT Sub-trust Distributions, each Distributing REIT Sub-trust will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of such distribution, for and on behalf of the REIT, the REIT Funds then held by the Depositary on behalf of such Distributing REIT Sub-trust.

Repayment of REIT Daylight Loan

(21) The REIT shall pay, in cash, to the Lenders, on account of interest (and any fees) payable on the REIT Daylight Loan, an amount equal to the interest accruing on the REIT Daylight Loan for the Effective Date, together with any fees payable to the Lenders on account of the REIT Daylight Loan.

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Concurrently with such payment, the REIT will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of the Lenders, that portion of the REIT Funds then held by the Depositary on behalf of the REIT equal to the REIT Daylight Loan Interest Amount.

(22) The REIT shall repay, in cash, to the Lenders, the outstanding principal amount of the REIT Daylight Loan.

Concurrently with the repayment, the REIT will be deemed to irrevocably direct the Depositary to hold, and the Depositary shall hold, for and on behalf of the Lenders, that portion of the REIT Funds then held by the Depositary equal to the REIT Daylight Loan Amount, in full payment and satisfaction of the REIT Daylight Loan.

Vesting and Redemption of Incentive Awards

(23) Each unvested Deferred Unit, unvested Performance Unit and unvested Restricted Unit outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Deferred Unit Plan and Restricted Unit Plan, immediately vest and be deemed to have vested; provided that each such unvested Performance Unit shall be deemed to vest into a number of vested Performance Units calculated by multiplying each such unvested Performance Unit by the applicable Performance Factor.

(24) Each vested Deferred Unit, other than any Cash-Settled Deferred Units, outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any Deferred Units that are deemed to have vested pursuant to Section 3.1(23)) shall be redeemed, and be deemed to be redeemed, by the REIT and cancelled, and in consideration therefor the holder of such Deferred Unit shall be entitled to receive from the REIT, for each Deferred Unit so redeemed and cancelled, (i) a cash payment in an amount equal to the Cash Consideration per Unit and (ii) a fraction of a Choice Unit equal to the Choice Consideration Units per Unit (subject to any applicable withholdings pursuant to Section 5.9), and upon such redemption:

(a) the holder of such Deferred Unit shall cease to be the holder thereof and to have any rights as a holder of such Deferred Unit other than the right to receive the cash payment and fraction of a Choice Unit to which they are entitled under this Section 3.1(24); and
(b) the name of such holder shall be removed from the register of Deferred Units maintained by or on behalf of the REIT.

(25) Each vested Cash-Settled Deferred Unit that is outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any Cash-Settled Deferred Units that are deemed to have vested pursuant to Section 3.1(23)), shall be redeemed, and be deemed to be redeemed, by the REIT and cancelled, and in consideration therefor the holder of such Cash-Settled Deferred Unit shall be entitled to receive from the REIT, for each Cash-Settled Deferred Unit so redeemed and cancelled, a cash payment in an amount equal to the Arrangement Agreement Date Value (subject to any applicable withholdings pursuant to Section 5.9), and upon such redemption:

(a) the holder of such Cash-Settled Deferred Unit shall cease to be the holder thereof and to have any rights as a holder of such Deferred Unit other than the right to receive the cash payment to which they are entitled under this Section 3.1(25); and

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(b) the name of such holder shall be removed from the register of Deferred Units maintained by or on behalf of the REIT.

(26) Each vested Performance Unit, other than any Cash-Settled Performance Units, outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any Performance Units that are deemed to have vested pursuant to Section 3.1(23)) shall be redeemed, and be deemed to be redeemed, by the REIT and cancelled, and in consideration therefor the holder of such Performance Unit shall be entitled to receive from the REIT, for each Performance Unit so redeemed and cancelled, (i) a cash payment in an amount equal to the Cash Consideration per Unit and (ii) a fraction of a Choice Unit equal to the Choice Consideration Units per Unit (subject to any applicable withholdings pursuant to Section 5.9), and upon such redemption:

(a) the holder of such Performance Unit shall cease to be the holder thereof and to have any rights as a holder of such Performance Unit other than the right to receive the cash payment and fraction of a Choice Unit to which they are entitled under this Section 3.1(26); and
(b) the name of such holder shall be removed from the register of Performance Units maintained by or on behalf of the REIT.

(27) Each vested Cash-Settled Performance Unit that is outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any Cash-Settled Performance Units that are deemed to have vested pursuant to Section 3.1(23)), shall be redeemed, and be deemed to be redeemed, by the REIT and cancelled, and in consideration therefor the holder of such Cash-Settled Performance Unit shall be entitled to receive from the REIT, for each Cash-Settled Performance Unit so redeemed and cancelled, a cash payment in an amount equal to the Arrangement Agreement Date Value (subject to any applicable withholdings pursuant to Section 5.9), and upon such redemption:

(a) the holder of such Cash-Settled Performance Unit shall cease to be the holder thereof and to have any rights as a holder of such Performance Unit other than the right to receive the cash payment to which they are entitled under this Section 3.1(27); and
(b) the name of such holder shall be removed from the register of Performance Units maintained by or on behalf of the REIT.

(28) Each vested Restricted Unit, other than any Cash-Settled Restricted Units, outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any Restricted Units that are deemed to have vested pursuant to Section 3.1(23)) shall be redeemed, and be deemed to be redeemed, by the REIT and cancelled, and in consideration therefor the holder of such Restricted Unit shall be entitled to receive from the REIT, for each Restricted Unit so redeemed and cancelled, (i) a cash payment in an amount equal to the Cash Consideration per Unit and (ii) a fraction of a Choice Unit equal to the Choice Consideration Units per Unit (subject to any applicable withholdings pursuant to Section 5.9), and upon such redemption:

(a) the holder of such Restricted Unit shall cease to be the holder thereof and to have any rights as a holder of such Restricted Unit other than the right to receive the cash payment and fraction of a Choice Unit to which they are entitled under this Section 3.1(28); and
(b) the name of such holder shall be removed from the register of Restricted Units maintained by or on behalf of the REIT.

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(29) Each vested Cash-Settled Restricted Unit that is outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any Cash-Settled Restricted Units that are deemed to have vested pursuant to Section 3.1(23)), shall be redeemed, and be deemed to be redeemed, by the REIT and cancelled, and in consideration therefor the holder of such Cash-Settled Restricted Unit shall be entitled to receive from the REIT, for each Cash-Settled Restricted Unit so redeemed and cancelled, a cash payment in an amount equal to the Arrangement Agreement Date Value (subject to any applicable withholdings pursuant to Section 5.9), and upon such redemption:

(a) the holder of such Cash-Settled Restricted Unit shall cease to be the holder thereof and to have any rights as a holder of such Restricted Unit other than the right to receive the cash payment to which they are entitled under this Section 3.1(29); and

(b) the name of such holder shall be removed from the register of Restricted Units maintained by or on behalf of the REIT.

Disposition of Options

(30) Each Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall, notwithstanding the terms of the Legacy Option Plan, be disposed of, and be deemed to be disposed of, by the holder thereof to the REIT for cancellation and shall be cancelled, and in consideration therefor the holder of such Option shall be entitled to receive from the REIT, for each Option so disposed of and cancelled, a cash payment equal to the amount, if any by which (i) the Arrangement Agreement Date Value exceeds (ii) the exercise price payable pursuant to such Option (subject to any applicable withholdings pursuant to Section 5.9). For the avoidance of doubt, where the exercise price payable pursuant to such Option is equal to or greater than the Arrangement Agreement Date Value, such Option shall be disposed of, and deemed to be disposed of, to the REIT and cancelled for no consideration payable to the holder thereof, and upon such disposition:

(a) the holder of such Option shall cease to be the holder thereof and to have any rights as a holder of such Option other than the right to receive the cash payment, if any, to which they are entitled under this Section 3.1(30); and

(b) the name of such holder shall be removed from the register of Options maintained by or on behalf of the REIT.

Termination of Plans

(31) Except as otherwise set out above in this Section 3.1, any other rights of any Person in respect of the Deferred Units, Performance Units, Restricted Units or Options shall be extinguished.

(32) The Deferred Unit Plan, Restricted Unit Plan, Legacy Option Plan and Employee Unit Purchase Plan shall each be terminated.

Special Distributions to REIT Unitholders

(33) The REIT shall irrevocably declare payable, in cash, a special distribution on the REIT Units issued and outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any REIT Units in respect of which a Unitholder has exercised Dissent Rights) in the aggregate amount specified in Section 3.1(33) of the Pre-Closing Notice, which, unless

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otherwise specified in Section 3.1(33) of the Pre-Closing Notice, shall equal the sum of the amount of the REIT Subsidiary Corporation Cash Distributions, the REIT Subsidiary LP Cash Distributions, the REIT Subsidiary LP Residual Distributions and the REIT Sub-trust Distributions, minus the REIT Daylight Loan Interest Amount (the "Special Cash Distribution").

Concurrently with the declaration of the Special Cash Distribution, the REIT will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of the Special Cash Distribution, for and on behalf of the Unitholders entitled to the Special Cash Distribution, that portion of the REIT Funds then held by the Depositary equal to the amount of the Special Cash Distribution, in full payment and satisfaction of the Special Cash Distribution.

(34) The REIT shall irrevocably declare payable an additional special distribution on the REIT Units issued and outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any REIT Units in respect of which a Unitholder has exercised Dissent Rights) in an aggregate amount equal to the lesser of (i) the amount, if any, by which (A) the REIT Estimated Pre-LRE Taxable Income, exceeds (B) the aggregate amount of distributions paid or made payable by the REIT to Unitholders in such taxation year prior to the effective time of this step (including the Special Cash Distribution, but excluding any amounts paid in the year in satisfaction of distributions that became payable to the Unitholders during the preceding taxation year), and (ii) such amount as may be specified in Section 3.1(34) of the Pre-Closing Notice (the "Special Note Distribution").

Concurrently with the declaration of the Special Note Distribution, the REIT will be deemed to issue the Special Distribution Note to the Depositary, and the Depositary shall, from and after the effective time of such issuance, hold the Special Distribution Note for and on behalf of the Unitholders entitled to receive the Special Note Distribution, in full payment and satisfaction of the Special Note Distribution.

(35) The REIT shall irrevocably declare payable a further special distribution on the REIT Units issued and outstanding immediately prior to the effective time of this step (including, for the avoidance of doubt, any REIT Units in respect of which a Unitholder has exercised Dissent Rights) in an aggregate amount equal to the amount, if any, by which (i) the Taxable Income of the REIT for its taxation year ending immediately prior to the REIT LRE, exceeds (ii) the aggregate amount of distributions paid or made payable by the REIT to Unitholders in such taxation year prior to the effective time of this step (including the Special Cash Distribution and Special Note Distribution, but excluding any amounts paid in the year in satisfaction of distributions that became payable to the Unitholders during the preceding taxation year) (the "Special Units Distribution").

Concurrently with the declaration of the Special Units Distribution, the REIT shall issue to the Depositary, and the Depositary shall hold, from and after the effective time of the Special Units Distribution, for and on behalf of the Unitholders entitled to the Special Units Distribution, that number of REIT Units equal to the quotient obtained when the amount of the Special Units Distribution is divided by the Special Units Distribution Issue Price, in full payment and satisfaction of the Special Units Distribution.

(36) If, immediately following the Special Units Distribution, the number of REIT Units issued and outstanding is greater than the number of REIT Units issued and outstanding immediately prior to the Special Units Distribution, then the issued and outstanding REIT Units shall be consolidated, so that the number of REIT Units issued and outstanding immediately following the consolidation shall be equal to the number of REIT Units issued and outstanding immediately prior to the effective time of this step.

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Subscription by the Purchaser for REIT Subscription Units

(37) The Purchaser shall subscribe for the REIT Subscription Units by paying the REIT Units Subscription Amount to the REIT, and the REIT Subscription Units shall be issued by the REIT to the Purchaser as fully paid and validly issued REIT Units.

Concurrently with the subscription:

(a) the Purchaser will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of the subscription, for and on behalf of the REIT, that portion of the Purchaser Funds then held by the Depositary equal to the REIT Units Subscription Amount Cash Portion, in full payment and satisfaction of that portion of the REIT Units Subscription Amount equal to the REIT Units Subscription Amount Cash Portion, and such amount shall be deducted from the Purchaser Funds and added to the REIT Funds;

(b) the Purchaser will be deemed to direct the Depositary to hold, and the Depositary shall hold, from and after the effective time of the subscription, for and on behalf of the REIT, that number of the Choice Consideration Units then held by the Depositary equal to the number of Incentive Awards Choice Units, in full payment and satisfaction of that portion of the REIT Units Subscription Amount equal to the REIT Units Subscription Amount Units Portion;

(c) the REIT will be deemed to direct the Depositary to hold the REIT Subscription Units for and on behalf of the Purchaser; and

(d) the Purchaser shall be added to the register of REIT Units maintained by or on behalf of the REIT in respect of such REIT Subscription Units.

Repayment of Special Distribution Note by the REIT

(38) The REIT shall repay the Special Distribution Note in full, and the Special Distribution Note shall be cancelled.

Concurrently with the repayment of the Special Distribution Note, the REIT will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of those Unitholders entitled to receive the Special Note Distribution, that portion of the REIT Funds then held by the Depositary equal to the principal amount of the Special Distribution Note, in full payment and satisfaction of their respective entitlement to the Special Distribution Note.

Transfer of Dissent Units to the Purchaser

(39) Each Dissent Unit outstanding immediately prior to the Effective Time in respect of which a Dissenting Unitholder has duly and validly exercised Dissent Rights shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser, free and clear of all Liens, in consideration for a debt claim against the Purchaser in the amount determined under Article 4, and upon such transfer:

(a) such Unitholder will cease to be the holder of such Dissent Unit or to have any rights as a holder in respect of such Dissent Unit, other than the right to be paid an amount in respect of such Dissent Unit determined and payable in accordance with Article 4

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(together with a cash payment in an amount equal to the Special Cash Distribution per Unit and the Special Note Distribution per Unit that the Unitholder is otherwise entitled to receive in accordance with this Section 3.1 in respect of such Dissent Unit);

(b) such Unitholder shall be removed from the register of REIT Units maintained by or on behalf of the REIT in respect of such Dissent Unit; and

(c) the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred Dissent Unit and shall be entered in the register of REIT Units maintained by or on behalf of the REIT as the sole holder thereof.

Transfer of Remaining REIT Units to the Purchaser

(40) Each REIT Unit outstanding immediately prior to the effective time of this step (but excluding (i) any REIT Units held by the Purchaser, including any REIT Subscription Units, (ii) any Dissent Units transferred to the Purchaser pursuant to Section 3.1(39), and (iii) any Residual Purchased Units), shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser, free and clear of all Liens, and in exchange therefor such holder shall be entitled to receive from the Purchaser, for each REIT Unit so transferred, the Net Sale Proceeds per Unit in accordance with Article 5, and upon such transfer becoming effective:

(a) the former holder of such transferred REIT Unit will cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive, subject to Article 5, the Net Sale Proceeds per Unit payable in respect of such REIT Unit pursuant to this Section 3.1(40) (together with the portion of any Special Cash Distribution, Special Note Distribution and Special Units Distribution in respect of such REIT Unit that the Unitholder is otherwise entitled to receive in accordance with this Section 3.1, and any declared but unpaid distributions with a record date prior to the Effective Date);

(b) the former holder of such transferred REIT Unit shall be removed from the register of REIT Units maintained by or on behalf of the REIT in respect of such transferred REIT Unit and added to the register of Choice Units maintained by or on behalf of Choice and shall be, and shall be deemed to be, the legal and beneficial owner of the Choice Consideration Units per Unit portion of the Net Sale Proceeds per Unit; and

(c) the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred REIT Unit and shall be entered in the register of REIT Units maintained by or on behalf of the REIT as the sole holder thereof.

Concurrently with the transfers, the Purchaser will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of those Unitholders entitled to receive any Net Sale Proceeds per Unit pursuant to this Section 3.1(40), (i) that portion of the Purchaser Funds then held by the Depositary equal to aggregate Net Cash Proceeds per Unit that such Unitholders are entitled to receive and (ii) that portion of the Choice Consideration Units equal to the aggregate Choice Consideration Units per Unit that such Unitholders are entitled to receive.

(41) Each Residual Purchased Unit shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser, free and clear of all Liens, and in exchange therefor such holder shall be entitled to receive from the Purchaser the Net Sale Proceeds per Unit in accordance with Article 5, and upon such transfer becoming effective:

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(a) the former holder of such transferred Residual Purchased Unit will cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive, subject to Article 5, the Net Sale Proceeds per Unit payable in respect of such Residual Purchased Unit pursuant to this Section 3.1(41) (together with the portion of any Special Cash Distribution, Special Note Distribution and Special Units Distribution in respect of such Residual Purchased Unit that the Unitholder is otherwise entitled to receive in accordance with this Section 3.1, and any declared but unpaid distributions with a record date prior to the Effective Date);

(b) the former holder of such transferred Residual Purchased Unit shall be removed from the register of REIT Units maintained by or on behalf of the REIT in respect of such transferred Residual Purchased Unit and added to the register of Choice Units maintained by or on behalf of Choice and shall be, and shall be deemed to be, the legal and beneficial owner of the Choice Consideration Units per Unit portion of the Net Sale Proceeds per Unit; and

(c) the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such transferred Residual Purchased Unit and shall be entered in the register of REIT Units maintained by or on behalf of the REIT as the sole holder thereof.

Concurrently with the transfers, the Purchaser will be deemed to direct the Depositary to hold, and the Depositary shall hold, for and on behalf of those Unitholders entitled to receive the Net Sale Proceeds per Unit pursuant to this Section 3.1(41), (i) that portion of the Purchaser Funds then held by the Depositary equal to the aggregate Net Cash Proceeds per Unit that such Unitholders are entitled to receive and (ii) that portion of the Choice Consideration Units equal to the aggregate Choice Consideration Units per Unit that such Unitholders are entitled to receive.

Transfer of ArrangementCo Shares and Replacement of REIT Trustees

(42) The REIT shall transfer the ArrangementCo Shares to the Purchaser, free and clear of all Liens, in consideration for the payment by the Purchaser to the REIT of $100.

(43) The current trustees of the REIT shall be deemed to resign and shall be removed, and the Purchaser shall concurrently appoint ArrangementCo as, and ArrangementCo shall become, the sole trustee of the REIT. For greater certainty, such change in the trustees of the REIT shall not result in a termination or resettlement of the REIT.

Choice Debenture Assumption Transactions

(44) The Choice Debenture Assumption Transactions shall become effective and Choice shall assume and perform all of the liabilities and obligations under the Debentures and the REIT shall be released therefrom by the execution and delivery of the Choice Supplemental Indenture.

Upon the conclusion of the preceding steps, the Arrangement will be deemed to have been completed.

Section 3.2 Continued Trust Existence

For greater certainty, the REIT and each REIT Sub-trust shall continue to exist following the steps set forth in Section 3.1 and no such step shall result in a termination or resettlement of the REIT or any REIT Sub-trust or the settlement and establishment of a new trust, and for greater certainty, all of the REIT Units outstanding at the Effective Time shall, upon completion of the Arrangement, continue to remain

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outstanding and no such REIT Units shall be, or shall be deemed to have been, redeemed pursuant to the Arrangement.

ARTICLE 4

DISSENT RIGHTS

Section 4.1 Rights of Dissent

(1) Registered holders of REIT Units as at the Record Date may exercise rights of dissent in connection with the Arrangement pursuant to and in accordance with section 190 of the CBCA, as modified by the Interim Order and this Section 4.1 ("Dissent Rights"); provided that, notwithstanding the procedures set forth in the REIT Declaration of Trust, the written objection to the Arrangement Resolution referred to in section 190(5) of the CBCA must be sent to and received by the REIT not later than 5:00 p.m. (Toronto time) on the Business Day that is two (2) Business Days before the Meeting.

(2) Dissenting Unitholders who are ultimately determined to be entitled to be paid the fair value for their Dissent Units (determined in accordance with Section 4.1(3)): (i) will be deemed to have irrevocably transferred such Dissent Units to the Purchaser at the effective time of the transfer of Dissent Units to the Purchaser pursuant to Section 3.1(39) (the "Dissent Unit Transfer Time") in consideration of such fair value; (ii) will be entitled to any distributions payable to Unitholders prior to the Dissent Unit Transfer Time (including, for the avoidance of doubt, the Special Cash Distribution, Special Note Distribution and Special Units Distribution); and (iii) apart from the foregoing, will not be entitled to any other payment or consideration pursuant to the Arrangement in respect of their Dissent Units or the transfer of their Dissent Units to the Purchaser.

(3) Notwithstanding anything to the contrary in subsection 190(3) of the CBCA or the REIT Declaration of Trust, the amount per REIT Unit that a Dissenting Unitholder who duly and validly exercises Dissent Rights and is ultimately entitled to be paid the fair value for their Dissent Units shall receive from the Purchaser for each such Dissent Unit transferred to the Purchaser pursuant to Section 3.1(39) shall be equal to the fair value of such Dissent Unit determined as of the close of business on the day before the Arrangement Resolution was adopted, minus the amount of the Special Cash Distribution per Unit and the Special Note Distribution per Unit that such Dissenting Unitholder is entitled to receive in respect of such Dissent Unit pursuant to Section 3.1(33) and Section 3.1(34) and the amount of any other distributions paid by the REIT on such Dissent Unit prior to the Effective Date with a record date that occurs after the day the Arrangement Resolution was adopted.

(4) Dissenting Unitholders who are ultimately not entitled, for any reason, to be paid the fair value for the REIT Units in respect of which they have exercised Dissent Rights will be deemed to have participated in the Arrangement on the same basis as a Unitholder who has not exercised Dissent Rights, and will be entitled to receive only the consideration set forth in Section 3.1 that such holder would have received in respect of such REIT Units if such holder had not exercised Dissent Rights.

(5) In no case will the REIT, the Purchaser, the Depositary or any other Person be required to recognize a Person exercising Dissent Rights as a holder of REIT Units after the Dissent Unit Transfer Time, and from and after the Dissent Unit Transfer Time each Dissenting Unitholder will cease to be entitled to the rights of a Unitholder in respect of any REIT Units in respect of which they have exercised Dissent Rights and the central securities register of the REIT will be amended

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to reflect that such former holder is no longer the holder of such REIT Units in accordance with Section 3.1.

(6) For greater certainty and notwithstanding any provision in the REIT Declaration of Trust, none of the following are entitled to exercise Dissent Rights: (i) holders of REIT Units who vote, or have instructed a proxyholder to vote, in favour of the Arrangement Resolution; (ii) holders of REIT Units who have not strictly complied with the procedures for exercising Dissent Rights or who have withdrawn their exercise of Dissent Rights prior to the Effective Date; (iii) holders of Options with respect to their Options; (iv) holders of Performance Units with respect to their Performance Units; (v) holders of Restricted Units with respect to their Restricted Units; (vi) holders of Deferred Units with respect to their Deferred Units; and (vii) holders of Debentures with respect to their Debentures.

ARTICLE 5

DEPOSIT AND PAYMENT OF ARRANGEMENT CONSIDERATION

Section 5.1 Deposit of Purchaser Cash Deposit

Following receipt of the Final Order and prior to the Effective Time, the Purchaser shall deposit (or cause to be deposited) with the Depositary sufficient funds to satisfy the Purchaser Cash Deposit. Such funds shall be added to the Purchaser Funds and held by the Depositary as agent and nominee for and on behalf of the Purchaser, subject to such directions as the Purchaser (or any other Person for and on whose behalf the Depositary is directed to hold any Purchaser Funds) shall be deemed to give to the Depositary pursuant to Section 3.1.

Section 5.2 Deposit of Choice Cash Deposit and Choice Consideration Units

Following receipt of the Final Order and prior to the Effective Time, Choice shall deposit (or cause to be deposited) with the Depositary (i) sufficient funds to satisfy the Choice Cash Deposit, which funds shall be added to the Choice Funds, and (ii) an irrevocable treasury direction for the issuance of the Choice Consideration Units and other irrevocable directions in respect of such Choice Consideration Units as may be required to implement such steps of this Plan of Arrangement for the transfer and distribution of Choice Consideration Units in accordance with this Plan of Arrangement, each of which shall be held by the Depositary as agent and nominee for and on behalf of Choice, subject to such directions as Choice (or any other Person for and on whose behalf the Depositary is directed to hold any Choice Funds or Choice Consideration Units, as applicable) shall be deemed to give to the Depositary pursuant to Section 3.1.

Section 5.3 Deposit of REIT Subscription Units, REIT Subsidiary Notes and Special Distribution Note

Following receipt of the Final Order and prior to the Effective Time, the REIT shall deposit (or cause to be deposited) with the Depositary (i) an irrevocable treasury direction for the issuance of the REIT Subscription Units, (ii) a duly executed original of each of the REIT Subsidiary Notes to be issued by the REIT Subsidiary Borrowers pursuant to Section 3.1(6), and (iii) a duly executed original of any Special Distribution Note specified in Section 3.1(34) of the Pre-Closing Notice, which REIT Subscription Units and Special Distribution Note shall be held by the Depositary as agent and nominee for the REIT, subject to such directions as the REIT shall be deemed to give to the Depositary pursuant to Section 3.1, and which REIT Subsidiary Notes shall be held by the Depositary as agent and nominee for the applicable REIT Subsidiary Borrower, subject to such directions as the REIT and such REIT Subsidiary Borrower shall be deemed to give to the Depositary pursuant to Section 3.1.

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Section 5.4 Delivery and Payment of Arrangement Consideration

(1) Subject to the provisions of this Article 5, following the later of the Effective Time and the return to the Depositary by a registered former Unitholder of a certificate or a direct registration statement advice (a "DRS Advice") representing one or more REIT Units (or, where applicable, confirmation of other book-entry only entries, it being understood that any reference to "DRS Advice" shall be deemed to include reference to such other applicable book-entry only confirmations) that such Unitholder held immediately before the Effective Time, together with such additional documents and instruments as the Depositary may reasonably require, which shall include a duly completed Letter of Transmittal in respect of all such REIT Units other than any Dissent Unit in respect of which the Unitholder has exercised Dissent Rights, such Unitholder shall be entitled to receive:

(a) for each such REIT Unit other than a Dissent Unit, the aggregate Arrangement Consideration per Unit that they are entitled to receive pursuant to Section 3.1 in exchange therefor, and the Depositary shall deliver to such Unitholder the cash and Choice Units comprising the aggregate Arrangement Consideration per Unit that such Unitholder has the right to receive under the Arrangement for such REIT Units; and

(b) for each Dissent Unit, if any, the Special Cash Distribution per Unit and the Special Note Distribution per Unit that they are entitled to receive pursuant to Section 3.1 in respect of such Dissent Unit, and the Depositary shall deliver to such Unitholder the cash comprising the aggregate Special Cash Distribution per Unit and aggregate Special Note Distribution per Unit that such Unitholder has the right to receive under the Arrangement for such Dissent Units.

(2) After the Effective Time, and until surrendered for cancellation as contemplated by Section 5.4(1), each certificate or DRS Advice that immediately prior to the Effective Time represented one or more REIT Units (other than any Dissent Units) shall be deemed at all times to represent only the right to receive in exchange therefor the aggregate Arrangement Consideration per Unit that the holder of such certificate or DRS Advice is entitled to receive pursuant to Section 3.1 and any declared but unpaid distributions with a record date prior to the Effective Date.

(3) As soon as practicable after the Effective Date, (a) the REIT shall pay or cause to be paid, the cash consideration that former holders of Options, Deferred Units, Restricted Units and Performance Units, as applicable, are entitled to receive pursuant to Section 3.1 through the REIT's payroll service provider and in any event, no later than the next regularly scheduled payroll date following the Effective Date; and (b) the Purchaser and the REIT shall deliver or cause the Depositary to deliver certificates or DRS Advices, as applicable, representing the aggregate number of Choice Consideration Units that former holders of Deferred Units, Restricted Units and Performance Units, as applicable, are entitled to receive pursuant to Section 3.1.

(4) For greater certainty, none of the holders of REIT Units, Options, Deferred Units, Performance Units or Restricted Units shall be entitled to receive any consideration with respect to such securities other than the consideration such holder is entitled to receive in accordance with Section 3.1, and, for greater certainty, no such former holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith other than, in respect of REIT Units, any declared but unpaid distributions with a record date prior to the Effective Date.

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Section 5.5 Fractional Choice Units

With respect to the Choice Units to be delivered to any holder of REIT Units, Deferred Units, Performance Units or Restricted Units pursuant to this Plan of Arrangement, where the aggregate number of Choice Units to be delivered to a holder of REIT Units, Deferred Units, Performance Units or Restricted Units, as applicable, pursuant to Section 3.1 would otherwise result in a fraction of a Choice Unit being issuable, the aggregate number of Choice Units to be received by such holder of REIT Units, Deferred Units, Performance Units or Restricted Units, as applicable, shall be rounded down to the nearest whole Choice Unit; and such number of Choice Units as is equal to the sum of the fractional Choice Units that such holders are otherwise entitled to receive shall be dealt with by the Depositary, as agent for such holders in accordance with Section 2.12 of the Arrangement Agreement.

Section 5.6 Distributions on Choice Units

No distributions declared or made after the Effective Time with respect to Choice Units with a record date after the Effective Date shall be paid to the holder of any unsurrendered certificate or DRS Advice which immediately prior to the Effective Time represented outstanding REIT Units that were transferred to the Purchaser pursuant to Section 3.1(40) or Section 3.1(41), as applicable, unless and until the holder of record of such certificate or DRS Advice shall surrender such certificate or DRS Advice (or affidavit in accordance with Section 5.7) in accordance with Section 5.4(1). Subject to applicable Law, at the time of such surrender of any such certificate or DRS Advice (or in the case of clause (B) below, at the appropriate payment date), there shall be paid to the holder of record of the certificate(s) or DRS Advice(s) formerly representing such REIT Units, without interest, (A) the amount of distributions with a record date on or after the Effective Date theretofoe paid with respect to each whole Choice Unit issued to such holder, and (B) on the appropriate payment date, the amount of distributions with a record date on or after the Effective Date but prior to surrender and a payment date subsequent to surrender payable with respect to such whole Choice Unit.

Section 5.7 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding REIT Units (excluding, for the avoidance of doubt, REIT Subscription Units) that were acquired by the Purchaser pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such REIT Units, the Depositary will, in exchange for such lost, stolen or destroyed certificate, deliver to such former holder of REIT Units, or make available for pick up at its offices, the Arrangement Consideration per Unit such former holder is entitled to receive in respect of such REIT Units pursuant to Section 3.1, together with any distributions which such holder is entitled to receive pursuant to Section 5.6 on the Choice Units comprising such Arrangement Consideration per Unit, less, in each case, any amounts withheld pursuant to Section 5.9. When authorizing such delivery in relation to any lost, stolen or destroyed certificate, the former holder of such REIT Units shall, as a condition precedent to the delivery of the Arrangement Consideration per Unit, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.8 Extinction of Rights

Any certificate or DRS Advice which immediately prior to the Effective Time represented one or more outstanding REIT Units that were acquired by the Purchaser pursuant to Section 3.1(40) or Section 3.1(41), as applicable, which is not deposited with the Depositary in accordance with the provisions of Section 5.4(1) before 5:00 p.m. (Toronto Time) on the sixth (6th) anniversary of the Effective Date (the

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"Proscription Deadline") shall, as of and from the Proscription Deadline, cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against the REIT, the Purchaser, the Depositary or any other Person. At the Proscription Deadline, the consideration such former holder of REIT Units would otherwise have been entitled to receive pursuant to Section 3.1 (including, for the avoidance of doubt, any Special Cash Distribution or Special Note Distribution), together with any distributions such holder would otherwise have been entitled to receive pursuant to Section 5.6, shall be deemed to have been surrendered for no consideration to the Purchaser. Neither the REIT nor the Purchaser will be liable to any Person in respect of any cash or securities (including any cash or securities previously held by the Depositary in trust for any such former holder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Section 5.9 Withholding Rights

The REIT, the Purchaser, Choice and the Depositary, and their respective agents, as applicable, shall be entitled to deduct or withhold, from any amounts payable or otherwise deliverable to any Person pursuant to the Arrangement or the Arrangement Agreement (including, without limitation, any payments to Dissenting Unitholders or to any holder of Options, Deferred Units, Performance Units or Restricted Units) such amounts as the REIT, the Purchaser, Choice or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment or delivery under the Tax Act or any provision of any other Laws. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate tax authority. Each of the REIT, the Purchaser, Choice and the Depositary, and their respective agents, as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such Person, such portion of any Choice Units or other security deliverable to such Person as is necessary to provide sufficient funds (after deducting commissions payable, fees, and other costs and expenses) to the REIT, the Purchaser, Choice or the Depositary, as applicable, to enable it to comply with such deduction or withholding requirement, and the REIT, the Purchaser, Choice or the Depositary, as applicable, shall notify such Person thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and, if applicable, any portion of such net proceeds (after deducting commissions payable, fees, and other costs and expenses) that is not required to be so remitted shall be paid to such Person. Any such sale will be made in accordance with Law and at prevailing market prices and none of the REIT, the Purchaser, Choice or the Depositary or their respective agents, as the case may be, shall be under any obligation to obtain a particular price for the share or other security, as applicable, so sold. None of the REIT, the Purchaser, Choice or the Depositary or any other Person will be liable for any loss arising out of any sale under this Section 5.9.

Section 5.10 U.S. Securities Laws Exemption

Notwithstanding any provision herein to the contrary, the Parties each agree that the Plan of Arrangement will be carried out with the intention that the Choice Consideration Units to be issued by Choice and delivered to Unitholders in exchange for their REIT Units pursuant to the Plan of Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

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ARTICLE 6
RELEASES AND RESIGNATIONS

Section 6.1 Releases and Resignations

At the Effective Time, each of the REIT Released Parties will be released and discharged from any and all demands, claims, liabilities, indemnities, indebtedness, obligations, causes of action, debts, accounts, covenants, damages, executions and other recoveries based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place including, those arising by contract, at common law, by statute or otherwise howsoever, on or prior to and including the Effective Time of any of (a) the Unitholders, (b) holders of the Incentive Securities or (c) holders of the Debentures, relating to, arising out of, or in connection with, the REIT, including control thereof, the REIT Subsidiaries, the business or assets directly or indirectly owned by the REIT, the REIT Subsidiaries or JV Entities, any securities of the REIT or its Subsidiaries, this Plan of Arrangement and any proceedings commenced with respect to or in connection with this Plan of Arrangement; provided that: (i) nothing in this paragraph will release or discharge any of the REIT Released Parties from or in respect of its obligations under or any other terms of this Plan of Arrangement, any documents executed in connection herewith or the Final Order (including, any consideration payable hereunder or thereunder); (ii) nothing herein will release or discharge a REIT Released Party to the extent such REIT Released Party is determined by a court of competent jurisdiction to have committed fraud or wilful misconduct; and (iii) nothing herein will release or discharge a REIT Released Party with respect to claims that any director, trustee, officer, employee, former director, former trustee, former officer or former employee of the REIT or any of the REIT Subsidiaries may have under an indemnification or employment agreement, organizational documents of the REIT or any of the REIT Subsidiaries or otherwise.

ARTICLE 7
AMENDMENTS

Section 7.1 Amendments to Plan of Arrangement

(1) The Arrangement Parties reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) consented to in writing by each of the Arrangement Parties, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Unitholders if and as required by the Court.

(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 7.1(1) may be proposed by any of the Arrangement Parties at any time prior to the Meeting (provided the other Arrangement Parties shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.

(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement (i) is consented to in writing by each of the Arrangement Parties (provided each such consent shall not be unreasonably withheld, conditioned or delayed), and (ii) if required by the Court or applicable Law, is consented to by the Unitholders voting in the manner directed by the Court.

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(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it concerns a matter which, in the reasonable opinion of the Parties is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse or prejudicial to the interest of any Unitholders or holders of Incentive Securities.

(5) Notwithstanding anything to the contrary herein or in the Arrangement Agreement, Section 7.1(4) and this Section 7.1(5) may not be amended, modified or waived in a manner that is adverse in any respect to an Arrangement Party without the prior written consent of such Arrangement Party, such consent not to be unreasonably withheld, conditioned or delayed.

ARTICLE 8

FURTHER ASSURANCES

Section 8.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further authorization, act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Section 8.2 Paramountcy

From and after the Effective Time:

(1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the REIT issued prior to the Effective Time;

(2) the rights and obligations of the holders of the securities of the REIT, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and

(3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the REIT shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

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SCHEDULE "B"

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") and Section 60 of the Trustee Act (Ontario) of First Capital Real Estate Investment Trust (the "REIT") and 17853335 Canada Inc. ("ArrangementCo"), pursuant to the arrangement agreement dated April 16, 2026 among the REIT, ArrangementCo, Premier Acquisition LP, KingSett Real Estate Growth LP No. 8 and Choice Properties Real Estate Investment Trust, as it may be amended, modified or supplemented from time to time in accordance with its terms (the "Arrangement Agreement"), all as more particularly described in the management information circular of the REIT dated [●], 2026 (the "Circular"), and all transactions contemplated thereby, are hereby authorized and approved.
The plan of arrangement of the REIT and ArrangementCo (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the "Plan of Arrangement")), the full text of which is set out in Appendix "[●]" to the Circular, and the completion of each of the steps described in the Plan of Arrangement (whether completed as part of the Plan of Arrangement or otherwise) are hereby authorized and approved.
The Arrangement Agreement and all of the transactions contemplated therein, the actions of the trustees of the REIT in approving the Arrangement and the Arrangement Agreement, and the actions of the trustees and officers of the REIT in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, and causing the performance by the REIT of its obligations thereunder, are hereby ratified, approved and confirmed.
Notwithstanding that this resolution has been passed (and the Arrangement approved) by the unitholders of the REIT or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List) (the "Court"), the trustees of the REIT are hereby authorized and empowered to, without further notice to or approval of the unitholders of the REIT, (a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms, and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
Any one trustee or officer of the REIT, acting alone, be and is hereby authorized and directed for and on behalf of the REIT to make an application to the Court for an order approving the Arrangement, to execute and to deliver to the Director under the CBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.
Any one trustee or officer of the REIT, acting alone, be and is hereby authorized and directed, for and on behalf of the REIT, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

SCHEDULE "C"

REPRESENTATIONS AND WARRANTIES OF THE REIT AND ARRANGEMENTCO

Status

(a) The REIT is a trust established, validly existing and in good standing under the Laws of the Province of Ontario. The trustees of the REIT have been duly appointed as trustees in accordance with the REIT Declaration of Trust. The REIT (through its trustees and in their capacity as such) has the requisite power, authority and capacity to enter into this Agreement and all other agreements contemplated by this Agreement to be entered into by the REIT and to perform its obligations under this Agreement and all such other agreements contemplated by this Agreement, and to own, lease and operate its properties and assets and to carry on business as it is now being conducted. The REIT Subsidiaries that are identified in Section 3.1(8) of the REIT Disclosure Letter are validly subsisting under the laws of their jurisdictions of incorporation, organization or formation, as applicable, are in good standing in such jurisdictions and have all necessary corporate or similar power, authority and capacity to enter into the agreements contemplated by this Agreement, as applicable, and to perform their obligations under the agreements contemplated by this Agreement and to own, lease and operate their properties and assets and to carry on business as it is now being conducted, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) ArrangementCo is a corporation duly incorporated, validly existing and in good standing under the federal laws of Canada. ArrangementCo has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements contemplated by this Agreement to be entered into by ArrangementCo and to perform its obligations under this Agreement and all such other agreements contemplated by this Agreement and to own, lease and operate its properties and assets and to carry on business as it is now being conducted.

Authorization

Subject to the approval by the Board of the Circular, approval by the Unitholders of the Arrangement Resolution in the manner required by the Interim Order and Law, approval by the Court and filing of the Articles of Arrangement with the Director, the execution and delivery by each of the REIT and ArrangementCo of this Agreement, the execution and delivery by the REIT, ArrangementCo and each other REIT Subsidiary of all other agreements contemplated by this Agreement to be entered into by the REIT, ArrangementCo or any of the REIT Subsidiaries, the performance by each of the REIT, ArrangementCo and each other REIT Subsidiary of their obligations under this Agreement and all such other agreements, as applicable, and the consummation of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements, as applicable, have been or, in respect of each REIT Subsidiary other than ArrangementCo, will be as of the Effective Time duly authorized by all necessary proceedings on the part of the REIT, ArrangementCo and each other REIT Subsidiary.

Non-Contravention

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any other REIT Subsidiary of their respective obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by the REIT, ArrangementCo or any other REIT Subsidiary, as applicable, nor the completion by the REIT, ArrangementCo or any other REIT Subsidiary of the Arrangement and the other transactions contemplated hereby or thereby, will (or would with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or constitute a default under, or result in a violation or breach of the Constating Documents of the REIT, the REIT Subsidiaries or ArrangementCo;

(b) assuming compliance with the matters referred to in Section 5 of this Schedule "C", contravene, conflict with, or constitute a default under, or result in a violation or breach of any Law applicable to the REIT, ArrangementCo or any of the REIT Subsidiaries;

(c) allow any Person to exercise any rights, require any consent or notice to or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the REIT or any of the REIT Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Material Contract or any material Authorization to which the REIT or any of the REIT Subsidiaries is a party or by which the REIT or any of the REIT Subsidiaries is bound; or

(d) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the material properties or material assets of the REIT or the REIT Subsidiaries,

except, in the case of each of subparagraphs (b), (c) or (d) above, as would not reasonably be expected to have a Material Adverse Effect.

4. Enforceability of Obligations

This Agreement has been duly authorized and validly executed and delivered by the REIT and ArrangementCo and is a valid and legally binding obligation of the REIT and ArrangementCo and enforceable against the REIT and ArrangementCo in accordance with its terms, subject to the limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, liquidation, reorganization or other similar Laws affecting the enforcement of creditors' rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought.

5. Governmental Authorization

The execution and delivery by each of the REIT and ArrangementCo of this Agreement, and the performance by the REIT, ArrangementCo and each other REIT Subsidiary of their respective obligations under this Agreement and all other agreements contemplated by this Agreement to be entered into by the REIT, ArrangementCo or any other REIT Subsidiary, as applicable, and the consummation by each of the REIT, ArrangementCo and each other REIT Subsidiary of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements, as applicable, do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the REIT, ArrangementCo or any of their respective Subsidiaries other than (a) the Interim Order and any approvals required by the Interim Order, (b) the Final Order, (c) filings with the Director, (d) the Required Regulatory Approvals, (e) compliance with Securities Law and stock exchange rules and policies, and (f) any Authorizations which, if not obtained, or any other

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actions by or in respect of, or other filings, recordings, registrations or publications with, or other notifications to, any Governmental Entity which if not taken or made, would not reasonably be expected to prevent or materially restrict or delay consummation of the Arrangement prior to the Outside Date or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6. Capitalization

(a) The REIT is authorized to issue an unlimited number of REIT Units and Special Voting Units. As of the close of business on the Business Day prior to the date of this Agreement, there are 212,554,778 REIT Units issued and outstanding and no Special Voting Units outstanding. All outstanding REIT Units were duly authorized and validly issued, and are fully paid and non-assessable, and not issued in violation of pre-emptive rights.

(b) As of the close of business on the Business Day prior to the date of this Agreement, there are $2,300,000,000 aggregate principal amount of Debentures issued and outstanding, comprising of: (i) $300,000,000 aggregate principal amount of Series U Debentures issued and outstanding; (ii) $200,000,000 aggregate principal amount of Series V Debentures issued and outstanding; (iii) $200,000,000 aggregate principal amount of Series A Debentures issued and outstanding; (iv) $300,000,000 aggregate principal amount of Series B Debentures issued and outstanding; (v) $300,000,000 aggregate principal amount of Series C Debentures issued and outstanding; (vi) $200,000,000 aggregate principal amount of Series D Debentures issued and outstanding; (vii) $300,000,000 aggregate principal amount of Series E Debentures issued and outstanding; (viii) $250,000,000 aggregate principal amount of Series F Debentures issued and outstanding; and (ix) $250,000,000 aggregate principal amount of Series G Debentures issued and outstanding. All outstanding Debentures have been duly authorized and validly issued in accordance with the terms of their respective Indentures.

(c) As of the close of business on the Business Day prior to the date of this Agreement, there are 4,934,982 Options, 500,903 Deferred Units, 996,909 Restricted Units, and 924,310 Performance Units outstanding. Section 3.1(6)(c) of the REIT Disclosure Letter contains a true and complete list that sets forth, in respect of each Option, Deferred Unit, Restricted Unit and Performance Unit, as of the close of business on the Business Day prior to the date of this Agreement, the following details (as applicable): (i) the date of grant; (ii) the expiry date of such security; (iii) the name of the registered holder, identifying whether such holder is a director, trustee, officer, REIT Employee or consultant of the REIT or a REIT Subsidiary; (iv) vesting terms of such security and the extent to which such security is vested or non-forfeitable, identifying the times and extent to which such security (in accordance with the applicable performance factors set out in Section 3.1(6)(c)) is scheduled to become vested or non-forfeitable thereafter; (v) the purchase price payable therefor upon the exercise of such security; and (vi) the number of REIT Units issuable upon exercise or settlement of such security. All grants of Options, Deferred Units, Restricted Units and Performance Units, as applicable, have been duly authorized by the Board in compliance with Laws and all REIT Units to be issued on the exercise or vesting of Options, Deferred Units, Restricted Units and Performance Units have been duly authorized and will be, when duly issued and paid for, validly issued and outstanding as fully paid and non-assessable REIT Units and will not be issued in violation of any preemptive or similar rights.

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(d) Except for the rights under the Incentive Plans, the Employee Unit Purchase Plan and the Unitholder Rights Plan, or as otherwise disclosed in Section 3.1(6)(c) or Section 3.1(6)(d) of the REIT Disclosure Letter, neither the REIT nor any of the REIT Subsidiaries has any:

(i) issued, outstanding or authorized options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, unit or stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind which are convertible, exchangeable or exercisable into REIT Units, Special Voting Units or other equity interests which obligate the REIT or any of the REIT Subsidiaries to, directly or indirectly, issue or sell any securities of the REIT or any of the REIT Subsidiaries, and there are no outstanding options or rights to subscribe for any of the unissued REIT Units, Special Voting Units or other equity interests of the REIT or any of the REIT Subsidiaries, except for the REIT Units issuable in connection with the Options, Deferred Units, Restricted Units, Performance Units, Unitholder Rights Plan and the Employee Unit Purchase Plan; or

(ii) issued, outstanding or authorized bonds, debentures, notes or other indebtedness of the REIT or any of the REIT Subsidiaries, or any other agreements, arrangements, instruments or commitments of any kind, that give any Person, directly or indirectly, the right to vote on any matters on which holders of REIT Units or Special Voting Units may vote.

(e) All outstanding securities of the REIT have been issued in material compliance with all Laws.

(f) All dividends or distributions on the securities of the REIT or any of the REIT Subsidiaries that have been declared or authorized prior to the date hereof have been paid in full.

Unitholders and Similar Agreement

Except for the REIT Declaration of Trust, the Unitholder Rights Plan and as otherwise disclosed in Section 3.1(7) of the REIT Disclosure Letter, neither the REIT nor any of the REIT Subsidiaries is party to any unitholder, shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the REIT or any of the REIT Subsidiaries, or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the REIT or any of the REIT Subsidiaries.

Subsidiaries and JV Entities

(a) Section 3.1(8)(a) of the REIT Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of all of the REIT Subsidiaries and all of the JV Entities, including their (i) full legal name; (ii) jurisdiction of incorporation, organization or formation, (iii) the number and class of their outstanding equity securities or other equity interests, (iv) the owners of their outstanding and issued equity securities and interests and the percentage interest in each JV Entity held directly or indirectly by the REIT. The shares, trust interests, limited partner interests and other equity interests of such REIT Subsidiaries and JV Entities that are owned by the REIT or by any other REIT Subsidiary have been duly authorized and validly issued and have been issued in material compliance with all Laws, free and clear of all Liens other than Permitted Liens and transfer and other

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restrictions under Law, and restrictions under the Constating Documents of the REIT Subsidiaries and JV Entities and the JV Agreements.

(b) Other than as disclosed in Section 3.1(8)(a) of the REIT Disclosure Letter, the REIT has no other Subsidiary or investment in any Person which is or could be material to the business and affairs of the REIT, and neither the REIT nor any of the REIT Subsidiaries has any obligation to acquire any equity interest in another Person, or to make any investment in any of the REIT's Subsidiaries or any other Person.

(c) Each of the REIT's Subsidiaries and each JV Entity: (i) is a corporation, trust or partnership, as the case may be, duly organized and validly existing under the Laws of the jurisdiction of its incorporation, organization or formation, as the case may be; and (ii) has all requisite corporate, trust or partnership power, authority and capacity, as the case may be, to own its assets and to conduct its business as now owned and conducted.

(d) Each of the REIT, the REIT's Subsidiaries and each JV Entity is duly qualified, licensed or registered to conduct business in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so organized, validly existing, qualified, licensed, registered or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Securities Law Matters

(a) The REIT is a "reporting issuer" or equivalent thereof under Securities Laws in each of the provinces and territories of Canada. The REIT Units are listed and posted for trading on the TSX. The REIT is not on a list of reporting issuers in default under the Securities Laws of any Canadian province or territory and is not in default of any material requirement of Securities Laws or under the applicable listing and corporate governance rules and regulations of the TSX.

(b) As of the date of this Agreement, the REIT has not taken any action to cease to be a reporting issuer in any Canadian province or territory nor has the REIT received notification from any Securities Authority seeking to revoke the reporting issuer status of the REIT.

(c) As of the date of this Agreement, no delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the REIT is pending, in effect or, to the knowledge of the REIT, has been threatened, or is expected to be implemented or undertaken (other than in connection with the transactions contemplated by this Agreement), and the REIT is not subject to any formal or informal review, inquiry, investigation or other proceeding relating to such order or restriction.

(d) Each of the REIT Filings, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), complied, or will comply, in all material respects, with Law and did not, or will not, contain any Misrepresentation. The REIT has not filed any confidential material change report prior to the date hereof which at the date of this Agreement remains confidential with a Securities Authority. There are no material outstanding or unresolved comments in comment letters received from any Securities Authority with respect to any of the REIT Filings and, to the REIT's knowledge, neither the REIT nor any of the REIT Filings is subject to an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

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Financial Statements

(a) The REIT's audited consolidated financial statements as at and for the fiscal years ended December 31, 2025 and 2024 (including the notes thereto and related management's discussion and analysis, the "Financial Statements"), except as may be otherwise indicated in such Financial Statements and the notes thereto or the related report of the REIT's auditors: (i) were prepared in accordance with IFRS; and (ii) present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the consolidated financial position of the REIT and the REIT Subsidiaries as of the respective dates thereof and the financial performance, revenue, results of operations, changes in equity and cash flows of the REIT and the REIT Subsidiaries for the respective years covered thereby in accordance with IFRS, and reflect appropriate and adequate reserves in respect of contingent liabilities of the REIT and the REIT Subsidiaries, if any, and there have been no changes in accounting methods, policies or practices of the REIT or the REIT Subsidiaries since December 31, 2025.

(b) The REIT does not intend to correct or restate any aspect of any of the Financial Statements, and, to the knowledge of the REIT, nor is there any basis for any such correction or restatement.

Disclosure Controls and Internal Control over Financial Reporting

(a) The REIT has established and maintains a system of disclosure controls and procedures and internal control over financial reporting, and has: (i) designed such disclosure controls and procedures, or caused them to be designed under management's supervision, to provide reasonable assurance that: (A) information required to be disclosed by the REIT in its annual filings, interim filings or other reports filed or submitted under Securities Laws is made known to management, including its chief financial officer and chief executive officer, particularly during the period in which the REIT is preparing its annual and interim financial statements; and (B) information required to be disclosed by the REIT in such annual filings, interim filings or other reports filed or submitted under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws in all material respects; and (ii) designed such internal control over financial reporting, or caused it to be designed under management's supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(b) As of the date hereof, neither the REIT, nor to the knowledge of the REIT, the REIT's auditors have identified or been made aware of any material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings) relating to the design, implementation or maintenance of the REIT's internal control over financial reporting, or fraud, that involves management or other employees who have a significant role in the internal control over financial reporting of the REIT. To the knowledge of the REIT, none of the REIT or any of the REIT Subsidiaries, or any of their respective trustees, directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any bona fide complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the REIT or any of the REIT Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

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12. Auditors

The auditors of the REIT are independent public accountants as required by Law and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of the REIT.

13. No Undisclosed Liabilities

There are no liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise required by IFRS to be set forth on a consolidated balance sheet of the REIT that are material to the REIT and the REIT Subsidiaries, on a consolidated basis, other than liabilities or obligations: (a) disclosed in the consolidated financial position of the REIT and the REIT Subsidiaries as at December 31, 2025; (b) incurred in the Ordinary Course since December 31, 2025; (c) incurred in connection with this Agreement; or (d) that would constitute a Permitted Lien. There are no unconsolidated REIT Subsidiaries or any off-balance sheet arrangements of any type nor any obligations to enter into any such arrangements.

14. Absence of Certain Changes or Events

Except as disclosed in the REIT Filings, since December 31, 2023, other than the transactions contemplated or expressly permitted by this Agreement, the business of the REIT and each of the REIT Subsidiaries, and to the knowledge of the REIT, the business of each of the JV Entities, has been conducted in the Ordinary Course, and no Material Adverse Effect has occurred.

15. Compliance with Laws/Authorizations

(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) the REIT and each of the REIT Subsidiaries, and to the knowledge of the REIT, each of the JV Entities, is and has been since December 31, 2023 in compliance with all Laws applicable to the REIT, the REIT Subsidiaries and the JV Entities, and (ii) none of the REIT, the REIT Subsidiaries, their respective trustees, directors or officers, or, to the knowledge of the REIT, the JV Entities, (x) has received written notice of, or has been charged or, to the knowledge of the REIT, threatened to be charged with, any violation of or non-compliance with any Law or disqualification by a Governmental Entity, or (y) is under any investigation with respect to any violation of or non-compliance with any Law or disqualification by a Governmental Entity, and, to the knowledge of the REIT, there are no facts that would give rise to any such notice, charge, investigation or disqualification.

(b) Each of the REIT and the REIT Subsidiaries own, possess or have obtained all Authorizations necessary for the conduct of its business as currently conducted, or in connection with the ownership, operation or use of its assets, except for those Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) The REIT or any of the REIT Subsidiaries, as applicable, lawfully holds, owns or uses, and has complied with all Authorizations referenced in (b) above, and (i) each such Authorization is valid and in full force and effect, and, to the knowledge of the REIT, is renewable by its terms or in the Ordinary Course, (ii) no suspension or cancellation of any such Authorization is pending, and (iii) to the knowledge of the REIT, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, or result in the suspension, non-renewal, amendment or cancellation

of, any such Authorizations, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) None of the REIT or any of the REIT Subsidiaries have received written notice of revocation, non-renewal, amendment or termination, or intention to revoke, refuse to renew, amend or terminate, of any Authorization referenced in (b) above, and to the knowledge of the REIT, no action, investigation or proceeding is pending or threatened, in respect of any such Authorization.

16. Opinions and Board Approval

(a) The Special Committee and the Board have received the Opinions.

(b) The Special Committee, after, among other things, consultation with its financial advisors and outside legal counsel, has unanimously recommended that the Board approve this Agreement and the Arrangement and recommend to Unitholders that they vote their REIT Units in favour of the Arrangement Resolution.

(c) The Board, upon the unanimous recommendation of the Special Committee and after, among other things, consultation with its outside legal counsel and financial advisors, has unanimously: (i) determined that the Arrangement is fair, from a financial point of view, to Unitholders (other than KingSett and its affiliates) and is in the best interests of the Unitholders; (ii) resolved to recommend that Unitholders vote their REIT Units in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the REIT of its obligations under this Agreement.

(d) Each trustee and senior officer of the REIT has advised the REIT that they intend to vote or cause to be voted all REIT Units or Special Voting Units, as applicable, beneficially held by them in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Voting Support Agreements.

17. Brokers

Except for the Financial Advisors pursuant to the engagement letters between the REIT and each of the Financial Advisors (true and complete copies of which have been made available to the Purchaser and Choice in the Data Room), no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the REIT who is entitled to any fee, commission or other payment from the REIT or any of the REIT Subsidiaries, in connection with this Agreement, the Arrangement or any other transactions contemplated by this Agreement.

18. Material Contracts

(a) Section 3.1(18)(a) of the REIT Disclosure Letter sets out a complete and accurate list of all Material Contracts. True and complete copies of the Material Contracts, including all material amendments thereto, have been provided in the Data Room.

(b) Each Material Contract is valid, legally binding and in full force and effect and is enforceable against the REIT and each REIT Subsidiary and each JV Entity that is a party thereto, as applicable, and, to the knowledge of the REIT, the other parties thereto, in accordance with its terms, subject to the limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, liquidation, reorganization or other

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similar laws affecting the enforcement of creditors' rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought.

(c) None of the REIT, any of the REIT Subsidiaries or, to the knowledge of the REIT, any JV Entity is in material breach or default under any Material Contract, nor does the REIT have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

(d) To the knowledge of the REIT, none of the REIT, any of the REIT Subsidiaries or any JV Entity is in material breach or default under any JV Agreement or Ground Lease in respect of which a JV Partner or a ground landlord would be entitled to acquire or terminate the interest of the REIT or such REIT Subsidiary in a Property.

(e) None of the REIT, any of the REIT Subsidiaries or, to the knowledge of the REIT, any JV Entity or any other party thereto, is in breach or default under any Material Contract or has received any notice (whether written or oral) of any breach or default, or cancellation, termination, or non-renewal, under any Material Contract by any other party to any Material Contract which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would entitle any JV Partner or a ground landlord to acquire the interest of the REIT in any Property nor, to the knowledge of the REIT, is there any event, fact or circumstance that with the passage of time or the giving of notice or both would result in a material breach or default by any other party to a Material Contract.

19. Ownership of Assets

(a) The information in respect of the Properties set out in Section 3.1(19)(a) of the REIT Disclosure Letter is as of the date of this Agreement true and accurate in all material respects and identities:

(i) the municipal address and the legal description of each Property (or, in lieu of the legal description, current and accurate property identification numbers (or equivalent thereof) sufficient to identify the applicable parcels of land comprising each Property), and the REIT, a REIT Subsidiary or JV Entity, as applicable, who is or are (A) the owner(s) of 100% of the legal/registered interest in the freehold or leasehold title to the Properties (or such other percentage interest specifically set out in Section 3.1(19)(a) of the REIT Disclosure Letter) free and clear of all Liens except Permitted Liens (each such entity, a "Registered Owner"), and (B) the owner(s) of 100% of the beneficial interest in the freehold or leasehold title to the Properties (or such other percentage interest specifically set out in Section 3.1(19)(a) of the REIT Disclosure Letter), free and clear of all Liens except Permitted Liens (each such entity, a "Beneficial Owner");

(ii) each Registered Owner that owns the registered legal title to a Property as a nominee and bare trustee for the applicable Beneficial Owner(s) of such Property;

(iii) each JV Partner and its direct or indirect percentage ownership interest in the applicable JV Entity or JV Property, as the case may be; and

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(iv) whether the REIT's direct or indirect interest in each Property consists of the freehold or leasehold interest in the Lands and Buildings comprising such Property.

(b) Each Ground Lease creates a valid and binding leasehold interest in the Property subject thereto, and the REIT or REIT Subsidiary identified in Section 3.1(19)(b) of the REIT Disclosure Letter holds a valid leasehold interest in the real property subject to the Ground Lease, is the sole legal and beneficial owner of the leasehold interest, free and clear of all Liens other than Permitted Liens.

(c) Except as otherwise disclosed in Section 3.1(19)(c) of the REIT Disclosure Letter, neither the REIT nor any of the REIT Subsidiaries, nor any agents acting on their respective behalf, have approved or entered into any agreement in respect of the purchase, sale, transfer or other disposition of any Property with a fair market value in excess of $1,000,000 currently owned, directly or indirectly, by the REIT or the REIT Subsidiaries whether by asset sale, transfer of shares or otherwise, which transaction has not yet been consummated.

(d) To the knowledge of the REIT and except as set forth in building condition and structural reports for the Properties contained in the Data Room, there: (i) are no material structural defects (whether latent or patent) relating to any Property; (ii) is no Property whose building systems are not in working order in any material respect; and (iii) is no material unrepaired damage to any Property, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

(e) There are not any material defects, failures or impairments in the title of the REIT's or REIT Subsidiaries' respective Property other than any Permitted Liens, in each case, except as would not reasonably be expected to have a Material Adverse Effect.

(f) Neither the REIT nor any REIT Subsidiary has received written notice of non-compliance in respect of payments outstanding in respect of the Properties by the REIT or the REIT Subsidiaries to any municipal corporation or other Governmental Entity or to any other corporation or commission owning or operating a public utility in each case for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed, or where the non-payment of such amounts would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

(g) To the knowledge of the REIT, each of the Properties is serviced by public utilities necessary for the current use of the applicable Property and has access to public roads, and, to the knowledge of the REIT, there are no material outstanding levies, charges or fees assessed against the Properties by any public authority (including development or improvement levies, charges or fees) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h) All operating statements with respect to each Property made available to KingSett and Choice in the Data Room prior to the Effective Date, if any, fairly present the assets and liabilities of each Property in all material respects as of the dates stated and accurately reflect the results of operations of each Property in all material respects for the periods covered by the statements, except any inaccuracies which would not reasonably be expected to have a Material Adverse Effect.

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20. No Options to Purchase

Except as otherwise disclosed in Section 3.1(20) of the REIT Disclosure Letter, to the knowledge of the REIT, no Person has any right to purchase any Property or any portion thereof or interest therein, or any right of first offer, right of first refusal or buy/sell right exercisable for the acquisition of any Property or any portion thereof or interest therein. As at the date hereof, no Person has delivered written notice to the REIT or any REIT Subsidiary of the exercise of any right that could result in the REIT or any REIT Subsidiary being required to sell any direct or indirect interest in any Property or any JV Entity (including pursuant to any right of first offer, right of first refusal, buy/sell provision or option to purchase).

21. Operations in Compliance with Applicable Law

To the knowledge of the REIT, the current use of each Property by the REIT and the REIT Subsidiaries is in compliance with all Laws except in instances where such non-compliance would not reasonably be expected to materially and adversely affect the present use and operation of such Property. Neither the REIT nor any of the REIT Subsidiaries has received written notice from any Governmental Entity of any actual or alleged breach of any Law by the REIT or a REIT Subsidiary with respect to the current use of any Property, except for any breaches which (a) have been rectified, or (b) would not reasonably be expected to materially and adversely affect the present use and operation of such Property.

22. Books and Records

The trust records, corporate books and minute books of the REIT and the REIT Subsidiaries are and have been maintained in accordance with applicable Laws in all material respects, and are complete and accurate in all material respects, and the unit or share certificate books, registers of unitholders and shareholders, registers of transfers and registers of trustees, directors and officers, as applicable, of the REIT and the REIT Subsidiaries are complete and accurate in all material respects.

23. Work Orders

To the knowledge of the REIT, neither the REIT nor any of the REIT Subsidiaries has received written notice from any Governmental Entity of any work orders, deficiency notices, compliance orders, directives or other infractions, or written notices advising of any breach by any Property of any Law applicable to the Lands and Buildings on such Property, or requiring that any repair or replacement be made to such Lands or Buildings or any personal or movable property located on or about such Lands or Buildings and used in operating or maintaining such Lands or Buildings or any part thereof, except for any work orders, deficiency notices, compliance orders, directives or other infractions or breaches which (i) have been rectified, (ii) are the responsibility of a Tenant under Law or the terms of the applicable Lease, or (iii) would not reasonably be expected to materially and adversely affect the present use and operation of such Property if not rectified.

24. Leases

(a) True and complete copies of all Material Leases within the REIT's possession and control have been made available in the Data Room.

(b) The most recent Rent Roll for each Property is true, correct and complete in all material respects as of the applicable date stated therein.

(c) As at the date hereof, in respect of each Property, the only Leases of such Property are the Leases identified on the Rent Roll for such Property.

(d) The REIT or the applicable REIT Subsidiary, as the case may be, as landlord under the Leases, has (i) performed all of its material obligations and observed all of the material conditions required of it under all Leases and (ii) has not received any written notice of any material default on its part beyond any applicable cure period and, to the knowledge of the REIT, no other event or condition exists which with the giving of notice or lapse of time, or both, would be a material default or which would permit any Tenant to terminate its Lease (other than termination rights which are provided for in the Leases), in each case, except for any non-performance, non-observance or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e) Except as disclosed in Section 3.1(24) of the REIT Disclosure Letter or set out in the Rent Roll, no Tenant has any right of termination for convenience upon written notice, option to purchase any Property, option to lease any additional space in any Property, or any right of first refusal or renewal right pursuant to any Material Lease.

(f) As of the date hereof, neither the REIT nor any of the REIT Subsidiaries has received written notice of the exercise of any termination option under any of the Leases that would result in a full or partial termination of such Lease after the date thereof.

(g) There are no outstanding tenant allowances, tenant incentives, tenant inducements, lease take-over obligations, future rent-free or rent abatement periods or any other moneys owing or which may become due and owing by the REIT or the applicable REIT Subsidiary, as landlord, to a Tenant under any Lease, in each case, in excess of $100,000 individually, or $1,000,000 in the aggregate, except as disclosed in Section 3.1(24) of the REIT Disclosure Letter. No Tenant is claiming any deduction, abatement or set-off against any rent or other amount due under any Lease and there is no existing dispute, claim or counterclaim by or against the REIT or any REIT Subsidiary or, to the knowledge of the REIT, any JV Entity under any Lease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(h) Neither the REIT nor any of the REIT Subsidiaries has received any written notice of any material breach or default under any Material Lease by any Tenant, and to the knowledge of the REIT, no event or condition exists which with the giving of notice or lapse of time, or both, would be a material breach or default under any Material Lease by any Tenant. As of the date hereof, no termination option has been exercised in writing under any of the Material Leases that would result in a full or partial termination of such Material Lease after the date hereof.

Loans

Section 3.1(25) of the REIT Disclosure Letter sets forth a true, correct and complete list of the secured loans and mortgages that are owned by the REIT or the REIT Subsidiaries (as lenders or mortgagees thereunder) to Persons that are not REIT Subsidiaries (the "Loans"). To the knowledge of the REIT, true, correct and complete copies of all material Contracts (including any amendments, modifications, supplements, or assignments thereto) evidencing and securing the Loans have been disclosed in the Data Room (collectively, the "Loan Documents"). None of the REIT, the REIT Subsidiaries nor, to the knowledge of the REIT, any borrower or mortgagor under any Loan, is in material breach or violation of, or in material default under (in each case, with or without notice or the lapse of time, or both), any of the Loan Documents and neither the REIT nor any REIT Subsidiary has received any written notice of such default under any such Loan Document that remains uncured as of the date of this Agreement.

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No Expropriation

Except as set out in Section 3.1(26) of the REIT Disclosure Letter, neither the REIT nor any of the REIT Subsidiaries has received written notice from any Governmental Entity of any contemplated, pending or, to the knowledge of the REIT, threatened expropriation or condemnation proceedings relating to any material part of any Property, which, individually or in the aggregate, would reasonably be expected to materially and adversely affect the use, operation or value of such Property.

Builders Liens

All material accounts owing for work, labour, materials, services and equipment performed or made available for or on behalf of the REIT or any of the REIT Subsidiaries in respect of or relating to the Properties have been fully paid for or are properly accrued and accurately reflected in the books and records of the REIT and the REIT Subsidiaries, as applicable, and, to the knowledge of the REIT, no Person has the right to file a Lien (other than Permitted Liens) in respect thereof against the REIT or any of the REIT Subsidiaries, except where the filing of such Lien would not reasonably be expected to materially and adversely affect the present use and operation of the applicable Property. Neither the REIT nor any of the REIT Subsidiaries has received written notice of any claim of any Person, in respect of any Lien (other than Permitted Liens) under the applicable statute governing construction (or similar) Liens in the applicable jurisdiction in which any of the Properties are situated affecting the Properties, except as would not reasonably be expected to materially and adversely affect the present use and operation of such Property.

Permitted Liens Complied With

To the knowledge of the REIT, the Permitted Liens are in good standing and have been complied with except where such non-compliance would not reasonably be expected to materially and adversely affect the present use and operation of such Property.

Remedial Orders

There are no outstanding obligations relating to any Remedial Order, or notice thereof, from any Governmental Entity with respect to the Properties which are the responsibility of the REIT or a REIT Subsidiary, except where non-compliance therewith would not reasonably be expected to be material to the REIT and the REIT Subsidiaries.

Unregistered Government Agreements

To the knowledge of the REIT, none of the REIT nor any of the REIT Subsidiaries has entered into any agreement with any Governmental Entity affecting any Property which is not registered against title to the applicable Property, except for such agreements that would not individually, or in the aggregate, reasonably be expected to materially and adversely affect the present use and operation of such Property.

Existing Mortgages

Section 3.1(31) of the REIT Disclosure Letter sets out all of the Existing Mortgages which are registered against, charge, or otherwise impact or affect one or more of the Properties. All material documents, agreements, security, guarantees, indemnities, or other instruments governing an Existing Mortgage which are in the possession and control of the REIT have been uploaded to the Data Room and are true, correct and complete copies which contain no material omission or redaction. Neither the REIT nor any of the applicable REIT Subsidiaries have received written notice of any outstanding material default under any Existing Mortgage, and, to the knowledge of the REIT, there exists no actual, alleged or anticipated material

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default or event of default or event or condition (including the transactions contemplated by this Agreement) which would with the giving of notice, the lapse of time, or both, or the happening of any other event or condition, result in a material default or event of default under the Existing Mortgages.

32. Environmental Data

Copies of the most recent versions of reports pertaining to any environmental assessments or environmental audits completed within the last two years relating to any Hazardous Substance at the Properties, in each case that were obtained by and are in the possession or control of the REIT or any of the REIT Subsidiaries, are contained in the Data Room.

33. Environmental Matters

Except as would not, individually or in the aggregate, reasonably be expected to be material to the REIT and the REIT Subsidiaries, the REIT and each of the REIT Subsidiaries is, and at all times during the REIT's and each REIT Subsidiary's ownership or operation of any Property, has been, in compliance in all material respects with all Environmental Laws regarding any Property and none of the REIT, the REIT Subsidiaries or the JV Entities or any of their respective trustees, directors or officers has received a notice of material non-compliance or investigation with respect to material non-compliance, and, to the knowledge of the REIT, there are no facts that would reasonably be expected to give rise to a notice of material non-compliance with any such Environmental Law. To the knowledge of the REIT, there has not been any Release of any Hazardous Substance in contravention of, or resulting in any material liability under, Environmental Laws on, at, in or from any of the Properties (or any real property previously owned or leased by the REIT or any of the REIT Subsidiaries during the REIT and each REIT Subsidiary's former ownership or operation) that has not been remedied, other than as revealed in the environmental reports that are contained in Section 3.1(33) of the REIT Disclosure Letter. Except as disclosed in Section 3.1(33) of the REIT Disclosure Letter and as would not, individually or in the aggregate, reasonably be expected to be material to the REIT and the REIT Subsidiaries: (a) there are no pending claims or, to the knowledge of the REIT, threatened claims, against the REIT or any of the REIT Subsidiaries, arising out of or in connection with any Environmental Laws; and (b) the REIT is not aware of, nor has it received: (i) any order or directive from a Governmental Entity which relates to environmental matters that would reasonably be expected to cause, individually or in the aggregate, material liability; or (ii) any written regulatory demand or notice with respect to the material breach of any Environmental Law by the REIT or any of the REIT Subsidiaries or any of the JV Entities. The REIT and the REIT Subsidiaries are in possession of all material Authorizations required by Environmental Laws to own, lease and operate each of the Properties and to conduct their respective businesses, as now conducted.

34. Intellectual Property

A true, complete and accurate list of the material Intellectual Property of the REIT and the REIT Subsidiaries is set out in Section 3.1(34) of the REIT Disclosure Letter. To the knowledge of the REIT, the REIT or one of the REIT Subsidiaries is the legal and beneficial owner of all Intellectual Property used or owned by the REIT and the REIT Subsidiaries, free and clear of all Liens (other than Permitted Liens), and is not a party to or bound by any Contract or other obligation that materially limits or impairs its ability to sell, transfer, assign or convey such Intellectual Property. All such Intellectual Property that is owned by or licensed to the REIT and the REIT Subsidiaries is sufficient, in all material respects, for conducting the business now operated by them. Except as would not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect, there is no proceeding, to the knowledge of the REIT, pending or threatened by any Person challenging the REIT's or the REIT Subsidiaries' rights in or to such Intellectual Property which is used for the conduct of the business as currently carried on as set forth in the REIT Filings. To the knowledge of the REIT, the conduct of the business as currently carried on as set forth in

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the REIT Filings, including the use of Intellectual Property, does not infringe upon or misappropriate the Intellectual Property of any Person. To the knowledge of the REIT, no Person is currently infringing upon any of the Intellectual Property owned by the REIT or the REIT Subsidiaries.

35. Privacy and Data Security

(a) Each of the REIT and the REIT Subsidiaries is conducting and, since December 31, 2023, has conducted, their respective business in compliance with Privacy Laws in all material respects.

(b) (i) Neither the REIT nor any of the REIT Subsidiaries has, since December 31, 2023, been notified of or experienced any Security Incident or any unauthorized access to, or acquisition, use, disclosure, or loss of, or other Processing regarding IT Systems and (ii) to the knowledge of the REIT, no circumstance has arisen in which applicable Privacy Laws would require the REIT or any of the REIT Subsidiaries to notify a Person or Governmental Entity of the foregoing.

(c) To the knowledge of the REIT, the REIT and each of the REIT Subsidiaries have implemented and adhered to all commercially reasonable technical, administrative, physical, and organizational measures appropriate to the sensitivity of the Business Customer Information Processed by the REIT and each of the REIT Subsidiaries (as applicable), the security and integrity of the IT Systems, and as otherwise required to comply with applicable obligations in Section 35(a) in all material respects, including commercially reasonable corporate policies and procedures, training, auditing, vulnerability testing, monitoring, cyber security and data security, and business continuity and disaster recovery plans and procedures, and such measures protect and maintain the confidential nature of any Business Customer Information Processed by the REIT and each of the REIT Subsidiaries, and protect against Security Incidents or any unauthorized access to, or acquisition, use, disclosure, or loss of, or other Processing regarding IT Systems, in each case, in all material respects.

(d) The IT Systems are adequate and sufficient (including with respect to working condition and capacity) for the operations of the REIT and the REIT Subsidiaries, and are functioning in a manner consistent with the historical functionality of such systems, in each case in all material respects.

36. Litigation

(a) Except (i) as set out in Section 3.1(36) of the REIT Disclosure Letter, or (ii) for any inquiry, investigation or proceeding solely related to satisfying or obtaining the Required Regulatory Approvals, or (iii) as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, there are no claims, actions, suits, arbitrations, inquiries or proceedings in progress or, to the knowledge of the REIT, pending or threatened against the REIT or the REIT Subsidiaries or affecting any of the Properties, and there are no judgments, decrees, injunctions, rulings, awards or orders of any Governmental Entity outstanding against the REIT or the REIT Subsidiaries or affecting any of the Properties.

(b) There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the REIT, threatened against or relating to the REIT or any of the REIT Subsidiaries before any Governmental Entity.

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Insurance

(a) Section 3.1(37)(a) of the REIT Disclosure Letter sets forth a correct and complete list of all material insurance policies held by or for the benefit of the REIT or any of the REIT Subsidiaries as of the date of this Agreement.

(b) The REIT and each of the REIT Subsidiaries is, and has been continuously since December 31, 2023, insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the REIT and the REIT Subsidiaries and their respective assets.

(c) To the knowledge of the REIT, each material insurance policy of the REIT and the REIT Subsidiaries currently in effect is valid and binding and in full force and effect and neither the REIT nor any of the REIT Subsidiaries is in default under the terms of any such policy. To the knowledge of the REIT, since December 31, 2023, there is no material claim pending under any insurance policy of the REIT or any of the REIT Subsidiaries that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims.

Taxes

Except as disclosed in Section 3.1(38) of the REIT Disclosure Letter:

(a) All material Tax Returns required by Law to be filed with any Governmental Entity by, or on behalf of, the REIT and the REIT Subsidiaries prior to the Effective Date have been filed or will be filed when due in accordance with all Laws (taking into account any applicable extensions), and all such material Tax Returns are, or will be at the time of filing, true and complete in all material respects.

(b) Each of the REIT and the REIT Subsidiaries has (i) paid, or has had paid on its behalf to the appropriate Governmental Entity, on a timely basis, all material Taxes due and payable by it, and (ii) has collected, withheld and remitted to the appropriate Governmental Entity, on a timely basis, all material Taxes and other amounts required by law to be withheld and remitted by it, in each case, other than those Taxes being contested in good faith or where payment is not yet due and in respect of which the REIT has established, in accordance with IFRS, an adequate accrual for all such material Taxes through the end of the last period for which the REIT and the REIT Subsidiaries ordinarily record items on their books and records.

(c) To the knowledge of the REIT, none of the REIT or any REIT Subsidiary has received a refund of material Taxes to which it was not entitled at Law.

(d) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the material assets of the REIT or any of its Subsidiaries.

(e) There is no material action, proposed adjustment or matter in controversy pending or, to the knowledge of the REIT, threatened against the REIT or any of the REIT Subsidiaries in respect of any Taxes.

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(f) There are no currently effective elections, agreements or waivers materially extending the statutory period or providing for a material extension of time with respect to the assessment or reassessment of any material Taxes by the REIT or the REIT Subsidiaries.

(g) None of the REIT or any of its Subsidiaries is bound by, is party to, or has any obligation under any Tax indemnification or similar agreement with respect to Taxes that could give rise to a material payment or indemnification obligation (other than commercial agreements entered into in the Ordinary Course the primary subject of which is not Taxes).

(h) To the knowledge of the REIT, no facts, circumstances or events exist or have existed that have resulted in, or may reasonably be expected to result in, the application of any of sections 78 or 80 to 80.04 of the Tax Act (or any similar provision of any other Law) to the REIT or any of the REIT Subsidiaries.

(i) The REIT has qualified as a "mutual fund trust" (as defined in the Tax Act, as currently enacted) throughout each of its taxation years ending on or before December 31, 2025. The REIT expects to qualify as a "mutual fund trust" (as defined in the Tax Act, as currently enacted) throughout the period commencing on January 1, 2026 to the Effective Time.

(j) The REIT has qualified as a "real estate investment trust" (as defined in the Tax Act, as currently enacted) throughout each of its taxation years ending on or before December 31, 2025. The REIT expects to qualify as a "real estate investment trust" (as defined in the Tax Act, as currently enacted) throughout the period commencing on January 1, 2026 to the Effective Time.

(k) Each partnership in which the REIT has a direct or indirect interest has throughout each of its taxation years ending on or before December 31, 2025 qualified as an "excluded subsidiary entity" (as defined in section 122.1 of the Tax Act). The REIT expects that each partnership in which the REIT has a direct or indirect interest will continue to qualify as an "excluded subsidiary entity" (as defined in section 122.1 of the Tax Act) throughout the period commencing on January 1, 2026 to the Effective Time.

(l) As of the date of this Agreement, the REIT and each REIT Subsidiary that provides a "taxable supply" (within the meaning of the Excise Tax Act (Canada) ("ETA")) is registered under Part IX, Division V, Subdivision d, of the ETA for the collection and remittance of the GST/HST, under the registration number set out beside its name on Schedule 3.1(38)(l) of the REIT Disclosure Letter, and each such registration is in good standing and has not been revoked.

(m) As of the date of this Agreement, the REIT and each REIT Subsidiary that provides a "taxable supply" (within the meaning of the Act respecting the Québec sales tax) (the "QSTA") is registered under Division I of Chapter VIII of Title I of the QSTA for the collection and remittance of Québec sales tax ("QST"), under the registration number set out beside its name on Schedule 3.1(38)(m) of the REIT Disclosure Letter, and each such registration is in good standing and has not been revoked.

(n) The REIT will, prior to the Effective Date, provide to the Purchaser and Choice in writing the GST/HST (and, where applicable, QST) registration number for (i) each REIT Subsidiary that, following the date of this Agreement and prior to the Effective Date, provides a "taxable supply" within the meaning of the ETA (or QSTA, where applicable), to the extent such registration number has not already been disclosed in Schedule 3.1(38)(l)

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or Schedule 3.1(38)(m) of the REIT Disclosure Letter, and (ii) each Retained Property GP and Retained Property LP, as applicable.

(o) All Transfer Taxes that are due and payable by the REIT or any REIT Subsidiary in respect of the Properties have been fully paid.

39. Related Party Transactions

Except as disclosed in Section 3.1(39) of the REIT Disclosure Letter, neither the REIT nor any of the REIT Subsidiaries is indebted to any trustee, director, officer or employee of the REIT or any of the REIT Subsidiaries or any of their respective affiliates or associates (except for amounts due in the Ordinary Course as salaries, bonuses, trustee's fees, director's fees or the reimbursement of Ordinary Course expenses). There are no Contracts (other than employment arrangements provided in the Data Room) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf of or for the benefit of any officer, director, or trustee of the REIT or any of the REIT Subsidiaries, or any of their respective affiliates or associates.

40. Employment Matters

(a) Section 3.1(40)(a) of the REIT Disclosure Letter contains a true and complete list of all REIT Employees, including each REIT Employee's: (i) name; (ii) position and employing entity; (iii) employment status (full-time or part-time, as applicable); (iv) work location (i.e., city and state/province, country, and specific property (if property-level)); (v) hire date (and recognized service date if different from hire date) and duration of employment (i.e. fixed term or indefinite term); (vi) annual base salary or hourly wage rate, as applicable; (vii) eligibility for overtime; (viii) bonus entitlement, including any annual incentive compensation targets and awards; (ix) annual vacation or other paid time entitlements and accruals; (x) any other compensation or material perquisites; (xi) whether subject to a work permit or work visa; and (xii) status as active or inactive. Other than set out on the aforementioned list, no REIT Employees are on a leave of absence or otherwise an inactive employee or providing services to the REIT or any of the REIT Subsidiaries pursuant to a work permit, work visa or similar authorization.

(b) Section 3.1(40)(b) of the REIT Disclosure Letter contains a true and complete list of all consultants, independent contractors, leased employees or any individual in a similar non-employee capacity engaged by the REIT or any of the REIT Subsidiaries, including each such Person's: (i) name; (ii) services provided; (iii) work location (i.e., city and state/province, country, and specific property (if property-level)); (iv) engagement date and duration of engagement (i.e. fixed term or indefinite term); and (v) fees for services. All individuals who have provided services to the REIT or any of the REIT Subsidiaries as consultants, independent contractors, leased employees or in a similar non-employee capacity have been properly classified and compensated as non-employees for purposes of all Laws and Employee Plans.

(c) The REIT has disclosed in the Data Room all Contracts (i) with REIT Employees, trustees, directors or officers engaged by the REIT or any of the REIT Subsidiaries (A) earning annual base salary or wage in excess of $150,000, or (B) which provide for change of control or severance or termination entitlements in excess of those required by Law, and (ii) with independent contractors engaged by the REIT or any of the REIT Subsidiaries earning aggregate annual compensation in excess of $150,000. The REIT and each of the REIT Subsidiaries are in compliance in all material respects with all severance or

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termination agreements to which any of them are a party and have no outstanding obligations in respect of any such agreements.

(d) To the knowledge of the REIT, the REIT and the REIT Subsidiaries are in material compliance with all terms and conditions of employment and all Laws respecting employment, including pay equity, accessibility, employment standards, labour, language, immigration, human rights, overtime, privacy, workers' compensation and occupational health and safety, and there are no outstanding claims, complaints, investigations, audits or orders under any such Law and to the knowledge of the REIT, there is no basis for such claim.

(e) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days, termination and severance pay and benefits under Employee Plans and other similar accruals have been paid or properly accrued in all material respects.

(f) Except as disclosed in Section 3.1(40)(f) of the REIT Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments or termination or agreements or transaction bonuses with current or former REIT Employees or independent contractors providing for cash or other compensation or benefits (including payment or vesting of benefits, forgiveness of indebtedness or increases in benefits or obligations to fund benefits) upon the consummation of the transactions contemplated under this Agreement.

(g) Neither the REIT nor any of the REIT Subsidiaries are subject to any material claim for wrongful dismissal, constructive dismissal or any other material claim, complaint or litigation relating to employment, discrimination or termination of employment of any current or former REIT Employee or relating to any failure to hire a candidate for employment.

(h) There are no charges pending under OHSA in respect of the REIT or any of the REIT Subsidiaries. The REIT and the REIT Subsidiaries have complied with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding. There have been no critical or fatal accidents involving current or former REIT Employees in the past three years.

(i) The REIT and the REIT Subsidiaries are each properly registered with the applicable workplace safety and insurance board or workers' compensation board, as applicable. There are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation or plan and neither the REIT nor any of the REIT Subsidiaries has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the REIT, no audit of the REIT or any of the REIT Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.

(j) Neither the REIT nor any REIT Subsidiary is engaged with any personnel placement agency, and there are no outstanding, pending or to the knowledge of the REIT, threatened claims, complaints, investigations or orders relating to the employment of any personnel agency employees.

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Employee Plans

(a) Section 3.1(41) of the REIT Disclosure Letter lists each material benefit plan, program, policy, arrangement or agreement, whether written or unwritten and whether insured or self-insured, maintained or contributed to by the REIT or any of the REIT Subsidiaries, or under which the REIT or any of the REIT Subsidiaries has any liability (actual or contingent), or for the benefit of the REIT Employees including all retirees, former employees, directors and trustees of the REIT or the REIT Subsidiaries, including each health, welfare, incentive, incentive compensation, deferred compensation, unit purchase, unit compensation, unit appreciation, phantom unit, disability, severance, vacation, termination, savings, profit sharing, pension, retirement, supplemental retirement, retention and fringe benefit plan, program, policy, arrangement or agreement, other than plans established pursuant to statute and administered by a Governmental Entity, including the Canada Pension Plan, Québec Pension Plan and plans administered pursuant to applicable federal, state or provincial health, workers' compensation or employment/unemployment insurance legislation (collectively, the "Employee Plans").

(b) The REIT has made available in the Data Room true, correct and complete copies of the Employee Plans, as amended to the date hereof, together with all material related documentation including funding agreements, summary plan descriptions or employee booklets and the actuarial reports most recently filed with any Governmental Entity. There are no unwritten Employee Plans. There have been no promised material improvements, increases or changes to the benefits provided under any Employee Plan, whether legally binding or not.

(c) Each Employee Plan has been established, maintained, registered (where applicable), funded and administered in material compliance with its terms and Law. To the knowledge of the REIT, no Employee Plan is under audit or investigation by any Governmental Entity or subject to any claim or suit by any Person (other than claims for benefit payments in the ordinary course) and no audit, investigation, prosecution, claim or suit is pending or threatened.

(d) The REIT or the REIT Subsidiaries have made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance in all material respects with the terms of each Employee Plan and Law.

(e) There are no agreements or undertakings by the REIT or any of the REIT Subsidiaries to provide or make contributions relating to any defined benefit or target benefit pensions or post-retirement benefits to any of their respective present or former trustees, directors, officers or employees. None of the Employee Plans is a "registered pension plan" or "retirement compensation arrangement", as each such term is defined in subsection 248(1) of the Tax Act, or provides contributions or pension benefits in excess of the limits applicable to registered pension plans under the Tax Act (whether funded or unfunded).

No Collective Agreement

There are no Collective Agreements. No trade union, council of trade unions, employee bargaining agency, affiliated bargaining agent, employee association, labour organization or similar entity holds bargaining rights with respect to any of the REIT Employees by way of certification, interim certification, voluntary recognition, succession rights or otherwise, or has applied or, to the knowledge of the REIT, threatened to apply to be certified or accredited as the bargaining agent of the REIT Employees. To the knowledge of the

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REIT, there are no threatened or pending union organizing activities involving any REIT Employees. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the REIT, threatened against the REIT or any of the REIT Subsidiaries and no such event has occurred within the last three (3) years.

43. Unfair Labour Practice and Common Employer

To the knowledge of the REIT, the REIT and the REIT Subsidiaries have not and are not engaged in any unfair labour practice and to the knowledge of the REIT, no unfair labour practice complaint, grievance or arbitration proceeding is pending or threatened against the REIT or any of the REIT Subsidiaries. To the knowledge of the REIT, no trade union has applied to have the REIT or any of the REIT Subsidiaries declared a common or related employer pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the REIT and the REIT Subsidiaries carry on business and, to the knowledge of the REIT, no facts exist that could likely result in the REIT and the REIT Subsidiaries being declared a common or related employer pursuant to such legislation.

44. Corrupt Practices Legislation

None of the REIT or the REIT Subsidiaries, or any of the trustees, directors or officers of the REIT or the REIT Subsidiaries, has and, to the knowledge of the REIT, no agent, employee or other Person associated with or acting on behalf of the REIT or any of the REIT Subsidiaries has, directly or indirectly, in the past five (5) years: (i) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or related in any way to the REIT's business; (ii) made or offered any payment, loan or transfer of anything of value, including any reward, rebate, advantage or benefit of any kind, to or for the benefit of any government official or employee, political party or campaign, official or employee of any public international organization, or official or employee of any government-owned enterprise or institution to obtain or retain business or to secure an improper advantage; (iii) violated any provision of the Corruption of Foreign Public Officials Act (Canada), the anti-corruption provisions of the Criminal Code (Canada), or any other applicable anti-corruption Law; (iv) established or maintained any unlawful fund of corporate monies or other properties; or (v) made or proposed to make any bribe, payoff, influence payment, kickback, unlawful rebate, or other similar unlawful payment of any nature, including to those employed by any governmental institutions.

45. AML and Anti-Terrorism Laws

The REIT's business is, and in the past five (5) years has been, conducted in compliance in all material respects with the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Parts II.1 and XII.1 of the Criminal Code (Canada), and any other domestic or foreign anti-money laundering and terrorist financing Laws to which the REIT or any of the REIT Subsidiaries are subject (collectively, "AML Laws") and no action, suit or proceeding by or before any court or Governmental Entity involving the REIT or any of the REIT Subsidiaries with respect to the AML Laws is pending or, to the knowledge of the REIT, threatened.

46. Sanctions

None of the REIT or any of the REIT Subsidiaries, nor any director or officer of the REIT or any of the REIT Subsidiaries, nor, to the knowledge of the REIT, any employee, affiliate or other agent of the REIT, any REIT Subsidiary, or any JV Entity acting in any capacity on behalf of the REIT or any REIT Subsidiary, or any JV Entity (a) is or has been a Sanctioned Person, (b) has, since April 24, 2019, taken any action, directly or indirectly, that constitutes an actual breach of Sanctions Laws, or (c) has, since April 24, 2019,

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directly or indirectly transacted business with or for the benefit of, or provided funds or anything of value to, any Sanctioned Person.

47. No Collateral Benefit

To the knowledge of the REIT, except as set forth in Schedule 3.1(47) of the REIT Disclosure Letter, no "related party" of the REIT or any of its "affiliated entities" (in each case within the meaning of MI 61-101), beneficially owns or exercises control or direction over 1% or more of the outstanding REIT Units, except for related parties who will not receive a "collateral benefit" (within the meaning of such instrument) as a consequence of any transaction contemplated under this Agreement.

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SCHEDULE "D"

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Status

The Purchaser is a limited partnership duly created and validly existing under the Laws of the Province of Manitoba. The Purchaser has all requisite power, authority and capacity to enter into this Agreement and all other agreements contemplated by this Agreement to be entered into by the Purchaser and to perform its obligations under this Agreement and all such other agreements contemplated by this Agreement.

Authorization

The execution and delivery by the Purchaser of this Agreement and all other agreements contemplated by this Agreement to be entered into by the Purchaser, the performance by the Purchaser of its obligations under this Agreement and all such other agreements, as applicable, and the consummation of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements, as applicable, have been duly authorized by all necessary proceedings on the part of the Purchaser.

Non-Contravention

Neither the entering into or the delivery of, or the performance by the Purchaser of its obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by the Purchaser, nor the completion by the Purchaser of the Arrangement and the other transactions contemplated hereby or thereby, will (or would with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or constitute a default under, or result in a violation or breach of (a) the Constating Documents of the Purchaser, or (b) assuming compliance with the matters referred to in Section 5 of this Schedule "D", any Law applicable to the Purchaser.

Enforceability of Obligations

This Agreement has been duly authorized and validly executed and delivered by the Purchaser and is a valid and legally binding obligation of the Purchaser and enforceable against the Purchaser in accordance with its terms, subject to the limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, liquidation, reorganization or other similar laws affecting the enforcement of creditors' rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought.

Governmental Authorization

The execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by the Purchaser and the consummation by the Purchaser of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to any Governmental Entity by the Purchaser other than (a) the Interim Order and any approvals required by the Interim Order, (b) the Final Order, (c) filings with the Director, (d) the Required Regulatory Approvals, (e) compliance with Securities Law and stock exchange rules and policies, and (f) any actions or filings the absence of which would not reasonably be expected to prevent or materially restrict or delay consummation of the Arrangement prior to the Outside Date.

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Brokers

Except for Desjardins Securities Inc., no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Purchaser who is entitled to any fee, commission or other payment from the Purchaser in connection with this Agreement, the Arrangement or any other transactions contemplated by this Agreement.

Litigation

There are no claims, actions, suits, arbitrations, inquiries or proceedings in progress or, to the knowledge of the Purchaser, pending or threatened against the Purchaser that would reasonably be expected to, individually or in the aggregate, materially delay or impair or be likely to prevent the ability of the Purchaser to consummate the Arrangement and the other transactions contemplated by this Agreement. There are no judgments, decrees, injunctions, rulings, awards or orders of any Governmental Entity outstanding against the Purchaser that would reasonably be expected to, individually or in the aggregate, materially delay or impair or be likely to prevent the ability of the Purchaser to consummate the Arrangement and the other transactions contemplated by this Agreement. To the knowledge of the Purchaser, there are no investigations by any Governmental Entity in progress with respect to the Purchaser that would reasonably be expected to, individually or in the aggregate, materially delay or impair or prevent the ability of the Purchaser to consummate the Arrangement and the other transactions contemplated by this Agreement nor is there any valid basis for any such investigation.

Investment Canada Act

The Purchaser is not "non-Canadian" within the meaning of the Investment Canada Act (Canada).

Financing

(a) The Purchaser Financing Commitments are in full force and effect and constitute a legal, valid and binding obligation of the Purchaser and, to the knowledge of the Purchaser, the other parties thereto (subject in each case to the effect of bankruptcy, insolvency, receivership or similar laws relating to or affecting creditors' rights generally and to general equity principles and subject to the inclusion of an exclusive jurisdiction of Ontario courts clause contained therein). As of the date hereof, the Purchaser Financing Commitments (i) have not been amended, modified, supplemented or altered in any respect, and no such amendment, modification, supplement or alteration is contemplated by the Purchaser or, to the knowledge of the Purchaser, the other parties thereto or is the subject of discussions, and (ii) have not been withdrawn, terminated, reduced or rescinded in any respect and, to the knowledge of the Purchaser, no such withdrawal, termination, repudiation or rescission is contemplated or the subject of discussions. As of the date hereof, no event has occurred which would constitute a breach or default (or with notice or lapse of time or both would constitute a default or otherwise result in any portion of the Purchaser Financing to be unavailable or delayed) by the Purchaser under the Purchaser Financing Commitments, or, to the knowledge of the Purchaser, the other parties thereto. Assuming the satisfaction of the conditions to the Arrangement as set out in this Agreement and the Purchaser Financing are funded as contemplated by the Purchaser Financing Commitments, the Purchaser will have access to sufficient cash funds and borrowing capacity to pay all amounts required to be paid by it pursuant to this Agreement and to perform its obligations hereunder.

(b) True, complete and correct copies of the Purchaser Financing Commitments, dated as of the date hereof, among the Purchaser and the Purchaser Financing Sources party thereto

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(including all exhibits, schedules, term sheets, amendments, supplements, modifications and annexes thereto, as may be amended, modified or replaced from time to time after the date of this Agreement in accordance with the terms hereof including in compliance with Section 4.15), pursuant to which each lender thereto has committed to lend or each investor has committed to invest, subject to the terms and conditions set forth therein, the amounts set forth therein to the Purchaser for, among other things, the purpose of financing the transactions contemplated by this Agreement and the Plan of Arrangement, have been provided to the REIT. The Purchaser has also delivered to the REIT a true, complete and accurate copy of any fee letter (except that the fee amounts, pricing caps, "market flex" and other economic and commercially sensitive terms are redacted (none of which covers terms that would (i) reduce the amount of the Purchaser Debt Financing, (ii) impose any new condition or otherwise amend, modify or expand any conditions precedent to the funding of the Purchaser Debt Financing or (iii) delay or prevent the consummation of the Arrangement and the other transactions contemplated under this Agreement or make the funding of the Purchaser Debt Financing less likely to occur)) in connection with the Purchaser Financing Commitments. There are no side letters or other agreements, contracts, arrangements or understandings (written or oral) directly or indirectly related to the funding or investing, as applicable, of the Purchaser Financing other than as expressly set forth in the Purchaser Financing Commitments delivered to the REIT prior to the date of this Agreement.

(c) The Purchaser has fully paid any and all commitment fees or other fees required by the Purchaser Financing Commitments to be paid on or prior to the date thereof, and will, directly or indirectly, continue to pay or cause to be paid in full any such amounts due on or prior to the Effective Time.

(d) There are no conditions precedent related to the funding or investing, as applicable, of the full amount of the Purchaser Financing on the Effective Time, other than as expressly set forth in the Purchaser Financing Commitments, and as of the date thereof, the Purchaser has no reason to believe that (i) it or any other party thereto will not be able to satisfy any term or condition of the Purchaser Financing Commitments, or (ii) the full amount of the Purchaser Financing will not be made available to the Purchaser on or prior to the Effective Time.

(e) Neither the Purchaser nor any of its affiliates is a party to any contract, agreement, arrangement or understanding which by its express terms limits or restricts the ability of any Person to provide debt or equity financing to other potential purchasers of the REIT; for greater certainty, except (i) customary exclusivity, syndication or confidentiality provisions contained in the Purchaser Financing Commitments or any related agreements and fee letters, (ii) customary information barrier or ethical walls, or (iii) any internal capital allocation or investment committee decisions of any lender or equity provider. The Purchaser hereby acknowledges and agrees that its obligations hereunder (including the obligation to consummate the transactions contemplated hereby) are not subject to any conditions regarding the Purchaser's ability to obtain financing for the consummation of the transactions contemplated by this Agreement and the Plan of Arrangement.

Security Ownership

Neither Choice nor any of its affiliates (a) beneficially owns or directly or indirectly exercises control or direction over, or will prior to or as of the Effective Date, beneficially own or directly or indirectly exercise control or direction over securities representing 10% or more of the outstanding equity or voting interests

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in the Purchaser, KingSett or any of their respective affiliates, or (b) otherwise directly or indirectly exercises or will prior to or as of the Effective Date exercise influence over the Purchaser, KingSett or any affiliate of Purchaser or KingSett, such that it will directly or indirectly exercise influence over the Retained Properties.

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SCHEDULE "E"

REPRESENTATIONS AND WARRANTIES OF CHOICE

Status

Choice is a trust established, validly existing and in good standing under the Laws of the Province of Ontario. The trustees of Choice have been duly appointed as trustees in accordance with the Choice Declaration of Trust. Choice (through its trustees and in their capacity as such) has the requisite power, authority and capacity to enter into this Agreement and all other agreements contemplated by this Agreement to be entered into by Choice and to perform its obligations under this Agreement and all such other agreements contemplated by this Agreement, and to own and operate its properties and assets and to carry on business as it is now being conducted.

Authorization

The execution and delivery by Choice of this Agreement and of all other agreements contemplated by this Agreement to be entered into by Choice, the performance by Choice of its obligations under this Agreement and all such other agreements and the consummation of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements have been duly authorized by all necessary trust proceedings on the part of Choice.

Non-Contravention

Subject to approval by the Court and filing of the Articles of Arrangement with the Director, neither the entering into or the delivery of, or the performance by Choice of its obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by Choice, nor the completion by Choice of the Arrangement and the other transactions contemplated hereby or thereby, will (or would with the giving of notice, the lapse of time or the happening of any other event or condition): (a) contravene, conflict with, or constitute a default under, or result in a violation or breach of the Constating Documents of Choice or the Choice Subsidiaries; (b) assuming compliance with the matters referred to in Section 5 of this Schedule "E", contravene, conflict with, or constitute a default under, or result in a violation or breach of any Law applicable to Choice or any of the Choice Subsidiaries; or (c) allow any Person to exercise any rights, require any consent or notice to or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Choice or any of the Choice Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any material agreement, commitment, engagement, contract, license, obligation or undertaking or any material Authorization to which Choice or any Choice Subsidiary is a party or by which Choice or any of the Choice Subsidiaries is bound, except, in the case of each of subparagraphs (b) or (c) above, as would not reasonably be expected to have a Choice Material Adverse Effect.

Enforceability of Obligations

This Agreement has been duly authorized and validly executed and delivered by Choice and is a valid and legally binding obligation of Choice and enforceable against Choice in accordance with its terms, subject to the limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, liquidation, reorganization or other similar laws affecting the enforcement of creditors' rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought.

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Governmental Authorization

The execution and delivery by Choice of, and the performance by Choice of its obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by Choice and the consummation by Choice of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by Choice or any Choice Subsidiary other than (a) the Interim Order and any approvals required by the Interim Order, (b) the Final Order, (c) filings with the Director, (d) the Required Regulatory Approvals, (e) compliance with Securities Law and stock exchange rules and policies, and (f) any actions or filings the absence of which would not reasonably be expected to prevent or materially restrict or delay consummation of the Arrangement prior to the Outside Date or would not, individually or in the aggregate, reasonably be expected to have a Choice Material Adverse Effect.

Capitalization

Choice is authorized to issue an unlimited number of Choice Units and special voting units. As of the close of business on the Business Day prior to the date of this Agreement, 328,024,272 Choice Units, 395,786,525 special voting units and 395,786,525 Class B Units of Choice Properties Limited Partnership, which are economically equivalent to and exchangeable for Choice Units, were validly issued and outstanding, and all such outstanding Choice Units, special voting units and Class B Units of Choice Properties Limited Partnership are fully paid and non-assessable, and not issued in violation of pre-emptive rights.

Unitholders and Similar Agreement

Except for the Choice Declaration of Trust, the Choice Exchange Agreement and the Choice LPA, Choice is not party to any unitholder, shareholder, pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Choice, or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Choice.

Securities Law Matters

(a) Choice is a "reporting issuer" or equivalent thereof under Securities Laws in each of the provinces and territories of Canada. The Choice Units are listed and posted for trading on the TSX. Choice is not on a list of reporting issuers in default under the Securities Laws of any Canadian province or territory and is not in default of any material requirement of Securities Laws or under the applicable listing and corporate governance rules and regulations of the TSX.

(b) Choice has not taken any action to cease to be a reporting issuer in any Canadian province or territory nor has Choice received notification from any Securities Authority seeking to revoke the reporting issuer status of Choice.

(c) No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of Choice is pending, in effect or, to the knowledge of Choice, has been threatened, or is expected to be implemented or undertaken (other than in connection with the transactions contemplated by this Agreement), and Choice is not subject to any formal or informal review, inquiry, investigation or other proceeding relating to such order or restriction.

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(d) To the knowledge of Choice, Choice has timely filed the Choice Filings. Each of the Choice Filings, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), complied, or will comply, in all material respects, with Law and did not, or will not, contain any Misrepresentation. Choice has not filed any confidential material change report prior to the date hereof which at the date of this Agreement remains confidential with a Securities Authority. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from any Securities Authority with respect to any of the Choice Filings and, to Choice's knowledge, neither Choice nor any of the Choice Filings is subject to an ongoing audit, review, comment or investigation by any Securities Authority or any of the securities exchanges.

Financial Statements

(a) Choice's audited consolidated financial statements as at and for the fiscal years ended December 31, 2025 and 2024 (including the notes thereto and related management's discussion and analysis) (the "Choice Financial Statements"), except as may be otherwise indicated in such Choice Financial Statements and the notes thereto or the related report of Choice's auditors: (i) were prepared in accordance with IFRS applied on a basis consistent with past practices, and (ii) present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the consolidated financial position of Choice and the Choice Subsidiaries as of the respective dates thereof and the financial performance, revenue, results of operations, changes in equity and cash flows of Choice and the Choice Subsidiaries for the respective years covered thereby in accordance with IFRS, and reflect appropriate and adequate reserves in respect of contingent liabilities of Choice or the Choice Subsidiaries, if any, and there have been no changes in accounting methods, policies or practices of Choice or its Subsidiaries since December 31, 2025.

(b) Choice does not intend to correct or restate any aspect of any of the Choice Financial Statements, and, to the knowledge of Choice, nor is there any basis for any such correction or restatement.

(c) The financial books, records and accounts of Choice and each of its Subsidiaries: (i) have, in all material respects, been maintained in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect, in all material respects, all the material transactions, acquisitions and dispositions of Choice and its Subsidiaries; and (iv) accurately and fairly reflect the basis for Choice's financial statements.

Disclosure Controls and Internal Control over Financial Reporting

(a) Choice has established and maintains a system of disclosure controls and procedures and internal control over financial reporting, and has: (i) designed such disclosure controls and procedures, or caused them to be designed under management's supervision, to provide reasonable assurance that: (A) information required to be disclosed by Choice in its annual filings, interim filings or other reports filed or submitted under Securities Laws is made known to management, including its chief financial officer and chief executive officer, particularly during the period in which Choice is preparing its annual and interim financial statements; and (B) information required to be disclosed by Choice in such annual filings, interim filings or other reports filed or submitted under Securities Laws is recorded,

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processed, summarized and reported within the time periods specified in Securities Laws in all material respects; and (ii) designed such internal control over financial reporting, or caused it to be designed under management's supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(b) As of the date hereof, neither Choice, nor to the knowledge of Choice, Choice's auditors, have identified or been made aware of any material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings) relating to the design, implementation or maintenance of Choice's internal control over financial reporting, or fraud, that involves management or other employees who have a significant role in the internal control over financial reporting of Choice. To the knowledge of Choice, none of Choice or any of its Subsidiaries, or any of their respective trustees, directors, officers, auditors, accountants or representatives has received or otherwise obtained knowledge of any bona fide complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that Choice or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

11. Auditors

The auditors of Choice are independent public accountants as required by Law and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with the present or any former auditors of Choice.

12. No Undisclosed Liabilities

There are no liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise required by IFRS to be set forth on a consolidated balance sheet of Choice that are material to Choice and the Choice Subsidiaries, on a consolidated basis, other than liabilities or obligations (a) disclosed in the Choice Financial Statements, the corresponding management discussion and analysis or in the notes thereto, (b) incurred in the Ordinary Course since December 31, 2025, or (c) incurred in connection with this Agreement. There are no unconsolidated Choice Subsidiaries or any off-balance sheet arrangements of any type that have not been so described in the Choice Filings nor any obligations to enter into any such arrangements.

13. Absence of Certain Changes or Events

Except as disclosed in the Choice Filings, since December 31, 2024, other than the transactions contemplated or expressly permitted by this Agreement, the business of Choice and each of the Choice Subsidiaries has been conducted in the Ordinary Course, and no Choice Material Adverse Effect has occurred.

14. Compliance with Laws/Authorizations

(a) Except as would not reasonably be expected to have a Choice Material Adverse Effect, (i) Choice and each of the Choice Subsidiaries is and has been since December 31, 2023 in compliance with all Laws applicable to Choice and the Choice Subsidiaries, and (ii) none of Choice, the Choice Subsidiaries or any of their respective trustees, directors or officers

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(x) has received written notice of, or has been charged or, to the knowledge of Choice, threatened to be charged with, any violation of or non-compliance with any Law or disqualification by a Governmental Entity, or (y) is under any investigation with respect to any violation of or non-compliance with any Law or disqualification by a Governmental Entity, and, to the knowledge of Choice, there are no facts that would give rise to any such notice, charge, investigation or disqualification.

(b) Each of Choice and the Choice Subsidiaries own, possess or have obtained all Authorizations necessary for the conduct of its business as currently conducted, or in connection with the ownership, operation or use of its assets, except for those Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Choice Material Adverse Effect.

(c) Choice or any of the Choice Subsidiaries, as applicable, lawfully holds, owns or uses, and has complied with all Authorizations referenced in (b) above, and (i) each such Authorization is valid and in full force and effect, and, to the knowledge of Choice, is renewable by its terms or in the Ordinary Course, (ii) no suspension or cancellation of any such Authorization is pending, and (iii) to the knowledge of Choice, no event has occurred which, with the giving of notice, lapse of time or both, could constitute a default under, or in respect of, or result in the suspension, non-renewal, amendment or cancellation of, any such Authorizations, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Choice Material Adverse Effect.

15. Security Ownership

Neither Choice nor its affiliates beneficially own or control or exercise direction over, or will prior to the Effective Date beneficially own or control or exercise direction over, any (a) REIT Units or other securities of the REIT or any of the REIT Subsidiaries; (b) voting rights attaching thereto, including the right to exercise such rights by way of proxy, power of attorney, contract or otherwise; or (c) any derivatives with economic consequences dependent in whole or in part on any securities described in the foregoing subclause (a).

16. Issuance of Choice Units

The Choice Consideration Units to be issued on the Effective Date as contemplated in the Plan of Arrangement have been duly and validly authorized and, when issued and delivered in accordance with the Plan of Arrangement, will be validly issued and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase such Choice Consideration Units.

17. Brokers

Except for TD Securities Inc., no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of Choice who is entitled to any fee, commission or other payment from Choice or any Choice Subsidiary in connection with the transactions contemplated under this Agreement.

18. Litigation

(a) Except (i) for any inquiry, investigation or proceeding solely related to satisfying or obtaining the Required Regulatory Approvals or (ii) as would not be reasonably expected to have, individually or in the aggregate, a Choice Material Adverse Effect, there are no

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claims, actions, suits, arbitrations, inquiries or proceedings in progress or, to the knowledge of Choice, pending or threatened against Choice or any of the Choice Subsidiaries, and there are no judgments, decrees, injunctions, rulings, awards or orders of any Governmental Entity outstanding against Choice or any of the Choice Subsidiaries.

(b) There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Choice, threatened against or relating to Choice or any of the Choice Subsidiaries before any Governmental Entity.

Insurance

(a) Choice and each of the Choice Subsidiaries is and has been continuously since December 31, 2023 insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of Choice and the Choice Subsidiaries and their respective assets.

(b) To the knowledge of Choice, each material insurance policy of Choice and the Choice Subsidiaries currently in effect is valid and binding and in full force and effect and neither Choice nor any of the Choice Subsidiaries is in default under the terms of any such policy. To the knowledge of Choice, since December 31, 2023, there is no material claim pending under any insurance policy of Choice or any of the Choice Subsidiaries that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims.

Tax Matters

(a) Choice is not a "non-resident" (within the meaning of the Tax Act) of Canada.

(b) Choice is a GST/HST registrant under the Excise Tax Act (Canada) and will provide its registration number to the REIT before the Effective Date. Each other Choice Property Purchaser will, as of the beginning of the Effective Date, be a GST/HST registrant under the Excise Tax Act (Canada) and will provide its registration number to the REIT before the Effective Date.

(c) Choice (i) is a "mutual fund trust" (as defined in the Tax Act), and (ii) will be a "mutual fund trust" (as defined in the Tax Act) at the time the Choice Consideration Units are issued and delivered pursuant to the Plan of Arrangement.

Available Funds

Choice will have, at the Effective Time, sufficient funds available to satisfy the Choice Cash Deposit payable by Choice pursuant to the Arrangement in accordance with the terms of this Agreement, the Choice Purchase Agreement and the Plan of Arrangement, and to satisfy all other obligations payable by Choice pursuant to this Agreement, the Choice Purchase Agreement and the Arrangement.

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SCHEDULE "F"

REPRESENTATIONS AND WARRANTIES OF KINGSETT

Status

KingSett is a limited partnership duly created and validly existing under the Laws of the Province of Manitoba. KingSett has all requisite power, authority and capacity to enter into this Agreement and all other agreements contemplated by this Agreement to be entered into by KingSett and to perform its obligations under this Agreement and all such other agreements contemplated by this Agreement.

Authorization

The execution and delivery by KingSett of this Agreement and all other agreements contemplated by this Agreement to be entered into by KingSett, the performance by KingSett of its obligations under this Agreement and all such other agreements, as applicable, and the consummation of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements, as applicable, have been duly authorized by all necessary proceedings on the part of KingSett.

Non-Contravention

Neither the entering into or the delivery of, or the performance by KingSett of its obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by KingSett, nor the completion by KingSett of the Arrangement and the other transactions contemplated hereby or thereby, will (or would with the giving of notice, the lapse of time or the happening of any other event or condition) contravene, conflict with, or constitute a default under, or result in a violation or breach of (a) the Constating Documents of KingSett, or (b) assuming compliance with the matters referred to in Section 5 of this Schedule "F", any Law applicable to KingSett.

Enforceability of Obligations

This Agreement has been duly authorized and validly executed and delivered by KingSett and is a valid and legally binding obligation of KingSett and enforceable against KingSett in accordance with its terms, subject to the limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, liquidation, reorganization or other similar laws affecting the enforcement of creditors' rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought.

Governmental Authorization

The execution and delivery by KingSett of, and the performance by KingSett of its obligations under, this Agreement and all other agreements contemplated by this Agreement to be entered into by KingSett, and the consummation by KingSett and the Purchaser of the Arrangement and the other transactions contemplated by this Agreement and all such other agreements do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to any Governmental Entity by KingSett other than (a) the Interim Order and any approvals required by the Interim Order, (b) the Final Order, (c) filings with the Director, (d) the Required Regulatory Approvals, (e) compliance with Securities Law and stock exchange rules and policies, and (f) any actions or filings the absence of which would not reasonably be expected to prevent or materially restrict or delay consummation of the Arrangement prior to the Outside Date.

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Brokers

Except for Desjardins Securities Inc., no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of KingSett who is entitled to any fee, commission or other payment from KingSett in connection with this Agreement, the Arrangement or any other transactions contemplated by this Agreement.

Litigation

There are no claims, actions, suits, arbitrations, inquiries or proceedings in progress or, to the knowledge of KingSett, pending or threatened against KingSett that would reasonably be expected to, individually or in the aggregate, materially delay or impair or prevent the ability of KingSett or the Purchaser to consummate the Arrangement and the other transactions contemplated by this Agreement. There are no judgments, decrees, injunctions, rulings, awards or orders of any Governmental Entity outstanding against KingSett that would reasonably be expected to, individually or in the aggregate, materially delay or impair or prevent the ability of KingSett or the Purchaser to consummate the Arrangement and the other transactions contemplated by this Agreement. To the knowledge of KingSett, there are no investigations by any Governmental Entity in progress with respect to KingSett that would reasonably be expected to, individually or in the aggregate, materially delay or impair or prevent the ability of KingSett or the Purchaser to consummate the Arrangement and the other transactions contemplated by this Agreement nor is there any valid basis for any such investigation.

Available Funds

KingSett, together with the Purchaser, will have, at the Effective Time, sufficient funds available to satisfy the Purchaser Cash Deposit payable by the Purchaser pursuant to the Arrangement in accordance with this Agreement and the Plan of Arrangement and to satisfy all KingSett Guaranteed Obligations.

Security Ownership

None of the Purchaser, KingSett or, to the knowledge of KingSett, their respective affiliates or any other Person acting jointly or in concert with any of the aforementioned, beneficially owns or controls or exercises direction over, or will prior to the Effective Date beneficially own or control or exercise direction over any (a) REIT Units or other securities of the REIT or any of the REIT Subsidiaries; (b) voting rights attaching thereto, including the right to exercise such rights by way of proxy, power of attorney, contract or otherwise; or (c) any derivatives with economic consequences dependent in whole or in part on any securities described in the foregoing subclause (a), except for the 8,293,326 REIT Units beneficially owned, controlled or over which direction is exercised by KingSett and its affiliates.

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AI assistant

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45847_rns_2026-04-24_4cf9d5bf-4406-4305-8cdb-602728002d8b.pdf

ARRANGEMENT AGREEMENT

ARRANGEMENT AGREEMENT

BETWEEN:

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

1.2 Certain Rules of Interpretation

ARTICLE 2

2.1 Arrangement

2.2 Interim Order

2.3 Meeting

2.4 REIT Circular

2.8 Equity-Based Incentive Awards

2.9 Debentures

2.10 Articles of Arrangement and Effective Date

2.11 Deposit of Arrangement Consideration

2.12 Sale of Remaining Choice Consideration Units

2.13 Tax Matters

2.14 Transfer Taxes

2.15 Withholding Rights

2.16 U.S. Securities Laws

ARTICLE 3

3.1 Representations and Warranties of the REIT and ArrangementCo

3.2 Representations and Warranties of the Purchaser, Choice and KingSett

ARTICLE 4 COVENANTS

4.1 Conduct of Business of the REIT

4.2 Conduct of Business of Choice

4.3 Regarding the Arrangement

4.4 Required Regulatory Approvals

4.5 Third Party Consents and Transfer Rights

4.6 Access to Information; Confidentiality

4.7 Public Communications

4.8 Notice and Cure Provisions

4.9 Insurance and Indemnification

4.10 Employees

4.11 Supplemental Listing Application

4.12 Stock Exchange Delisting

4.13 Rating Agencies

4.14 Formation of Retained Property LPs and Pre-Acquisition Reorganization

4.15 Financing Arrangements

4.16 Financing and Offering Assistance

4.17 Guarantee

ARTICLE 5

5.1 Non-Solicitation

5.2 Notification of Acquisition Proposals

5.3 Responding to an Acquisition Proposal

5.4 Right to Match

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of the Purchaser and Choice

6.3 Additional Conditions Precedent to the Obligations of the REIT

6.4 Satisfaction of Conditions

ARTICLE 7 TERM AND TERMINATION

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

ARTICLE 8

8.1 Amendment and Waiver

8.2 Termination Fee

8.3 Injunctive Relief, Specific Performance and Remedies

8.4 Expenses

8.5 Notices

8.6 Time of the Essence

8.7 Further Assurances

8.8 Third Party Beneficiaries

8.9 No Liability

8.10 KingSett REIT Units

8.11 Entire Agreement

8.12 Successors and Assigns

8.13 Severability

8.14 Governing Law

8.15 Rules of Construction

8.16 Counterparts

8.17 Debt Financing

FIRST CAPITAL REAL ESTATE INVESTMENT TRUST

Section 1.2 Certain Rules of Interpretation

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