Slate Grocery REIT — Board/Management Information 2021

Nov 30, 2021

Execution Version

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT

Made as of October 1, 2021

Between

SLATE GROCERY REIT

-and -

SLATE U.S. OPPORTUNITY (NO. 1) HOLDING L.P.

-and-

SLATE U.S. OPPORTUNITY (NO. 2) HOLDING L.P.

-and-

SLATE U.S. OPPORTUNITY (NO. 3) HOLDING L.P.

-and-

SLATE U.S. OPPORTUNITY (NO. 4) HOLDING L.P.

-and-

SLATE ASSET MANAGEMENT (CANADA) L.P.

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TABLE OF CONTENTS

ARTICLE	1	INTERPRETATION ...................................................................................................6
1.1		Definitions................................................................................................................6
1.2		Interpretation Not Affected by Headings, etc. .......................................................12
1.3		Statutes ...................................................................................................................12
1.4		Currency .................................................................................................................12
1.5		Calculation of Time Periods ..................................................................................12
1.6		Applicable Law ......................................................................................................13
1.7		Invalidity of Provisions ..........................................................................................13
1.8		Entire Agreement ...................................................................................................13
ARTICLE	2	TERM........................................................................................................................13
2.1		Term .......................................................................................................................13
2.2		Renewal..................................................................................................................14
ARTICLE	3	APPOINTMENT AND SERVICES .........................................................................14
3.1		Appointment ..........................................................................................................14
3.2		Services ..................................................................................................................14
3.3		Subcontracting .......................................................................................................17
3.4		Records ..................................................................................................................17
3.5		Service Requirements and Standard of Care .........................................................17
3.6		Employees ..............................................................................................................17
ARTICLE	4	COMPENSATION FOR SERVICES .......................................................................18
4.1		Acquisition Fee ......................................................................................................18
4.2		Asset Management Fee ..........................................................................................18
4.3		Waiver of Asset Management Fee .........................................................................19
4.4		Interest....................................................................................................................19
4.5		Payment and Guarantee of the Management Fees .................................................20
ARTICLE	5	EXPENSES ...............................................................................................................20
5.1		Expenses of the REIT and its Subsidiaries ............................................................20
5.2		Expenses of Manager .............................................................................................22
ARTICLE	6	TERMINATION .......................................................................................................22
6.1		Termination Rights of the REIT ............................................................................22
6.2		Termination Rights of the Manager .......................................................................23
6.3		Action Upon Termination ......................................................................................23
6.4		Offer to Purchase Class U Units owned by the Manager on Termination.............24
6.5		Payment to the Manager on a REIT Change of Control ........................................24

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6.6	Employee Severance Costs ....................................................................................24
ARTICLE	7 NON-COMPETITION AND NON-SOLICITATION .............................................24
7.1	Non-Competition Restrictions ...............................................................................24
7.2	Exclusions to Non-Competition .............................................................................25
7.3	Non-Solicitation .....................................................................................................25
ARTICLE	8 ELECTION OF TRUSTEES OF THE REIT ...........................................................26
8.1	Manager Nomination Right ...................................................................................26
ARTICLE	9 LIMITATION OF LIABILITY ................................................................................26
9.1	Indemnity by the REIT Entities .............................................................................26
9.2	Indemnity by the Manager .....................................................................................27
9.3	Limitation of Liability of Manager ........................................................................27
9.4	In Respect of the REIT ..........................................................................................27
ARTICLE	10 MISCELLANEOUS ...............................................................................................28
10.1	Assets Kept Separate..............................................................................................28
10.2	Non Arm’s Length Contracts .................................................................................28
10.3	Notices ...................................................................................................................28
10.4	Severability ............................................................................................................29
10.5	Manager as Independent Contractor ......................................................................29
10.6	Counterparts ...........................................................................................................30
10.7	Conflicts .................................................................................................................30
10.8	Assignment ............................................................................................................31

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THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS AGREEMENT made the 1[st] day of October, 2021.

B E T W E E N:

SLATE GROCERY REIT , an unincorporated, open-ended real estate investment trust established under, and governed by, the laws of the Province of Ontario (hereinafter called the “ REIT ”)

-and-

SLATE U.S. OPPORTUNITY (NO. 1) HOLDING L.P., a Delaware limited partnership established under and governed by the laws of Delaware (hereinafter called “ Holding LP1 ”)

-and-

SLATE U.S. OPPORTUNITY (NO. 2) HOLDING L.P., a Delaware limited partnership established under and governed by the laws of Delaware (hereinafter called “ Holding LP2 ”)

-and-

SLATE U.S. OPPORTUNITY (NO. 3) HOLDING L.P. , a limited partnership formed pursuant to the laws of the State of Delaware (hereinafter called “ Holding LP3 ”)

-and-

SLATE U.S. OPPORTUNITY (NO. 4) HOLDING L.P., a Delaware limited partnership established under and governed by the laws of Delaware (hereinafter called “ Holding LP4 ”)

-and-

SLATE ASSET MANAGEMENT (CANADA) L.P., a limited partnership formed pursuant to the laws of Ontario (hereinafter called the “ Manager ”)

RECITALS

A. Pursuant to a management agreement dated April 20[th] , 2012 (the “ Original Agreement ”), the REIT (formerly, (i) Slate U.S. Opportunity (No. 1) Realty Trust, then (ii) Slate Retail REIT) and Holding LP1, among others, retained Slate Properties Inc. (“ Slate Properties ”) to provide the Services as hereinafter defined;

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B. GAR U.S. Portfolio Limited Partnership (“ GAR Holdings ”), the REIT, Holding LP1, Holding LP2 and Holding LP4 (collectively, the “ Initial Owner ”) and Slate Properties entered into an Amended and Restated Management Agreement dated April 15, 2014 (the “ First A&R Management Agreement ”) for the purposes set out therein;

C. Pursuant to an Assignment, Assumption and Consent Agreement dated November 1, 2014 between Slate Properties, Queen’s Court Properties Inc. (“ QC Properties ”), Slate Asset Management L.P. (“ SLAM ”) and the Initial Owner, (i) all of Slate Properties’ right, title, benefit and interest in and to the Management Agreement was assigned, transferred and set over to QC Properties and then immediately thereafter was assigned, transferred and set over to SLAM, and (ii) SLAM assumed and agreed to fulfil and perform all of the liabilities and obligations of Slate Properties and QC Properties arising under the Management Agreement from and after November 1, 2014;

D. On June 1, 2015 the First A&R Management Agreement was amended to include Holding LP3 as a party to the First A&R Management Agreement (the “ Amendment ”);

E. Pursuant to a Transfer Agreement dated September 25, 2019 between SLAM and the Manager, SLAM agreed to transfer, among other things, all of its rights and obligations under the First A&R Management Agreement and the Amendment, to the Manager, and the Manager agreed to assume said rights and obligations;

F. The REIT, Holding LP1, Holding LP2, Holding LP3, Holding LP4 and GAR Holdings were established for the primary purpose of indirectly acquiring, owning and leasing a portfolio of diversified revenue-producing commercial real estate properties in the United States with a focus on grocery-anchored retail properties (the “ Properties ”);

G. The REIT Entities wish to continue to retain the Manager and to have the Manager continue to undertake the Services as hereinafter defined and set forth, on behalf of the REIT Entities, all as provided herein;

H. The Manager is willing to continue to undertake to render the Services on the terms and conditions hereinafter set forth and shall perform the Services hereunder as an independent contractor and not as agent;

I. The REIT changed its name from “Slate Retail REIT” to “Slate Grocery REIT”, effective August 17, 2020;

J. On August 17, 2020 the First A&R Management Agreement, as amended by the Amendment, was amended and restated for the purposes set out therein (the “ Second A&R Management Agreement ”);

K. On January 19, 2021, GAR Holdings was dissolved.

L. The Parties hereto wish to amend and restate the Second A&R Management Agreement on the terms herein set forth;

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NOW THEREFORE in consideration of the premises and the mutual covenants herein contained the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Capitalized terms which are not defined in this Agreement have the meaning given to them in the Information Circular. The terms defined in this Section 1.1 whenever used in this Agreement shall, unless the context otherwise requires, have the respective meanings as hereinafter provided:

“ Affiliate ” means an affiliate as defined under National Instrument 45-106 – Prospectus Exemptions .

“ Acquisition Fee ” has the meaning ascribed thereto in Section 4.1 of this Agreement.

“ Agreement ”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions mean or refer to this Agreement as amended and/or restated from time to time and all schedules hereto; and the expressions “Article”, “Section”, “Subsection”, “Paragraph” and “Subparagraph” followed by a number or letter mean and refer to the specified Article, Section, Subsection, Paragraph or Subparagraph of this Agreement.

“ Amendment ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Appraisal ” means the portfolio valuation of the Initial Properties dated as of January 21, 2014 prepared by CBRE, Inc.

“ Asset Management Fee ” has the meaning ascribed thereto in Section 4.2(a) of this Agreement.

“ Business Day ” means a day which is not a Saturday, a Sunday or statutory holiday in the Province of Ontario.

“ Claim ” has the meaning ascribed thereto in Section 9.1(b) of this Agreement.

“ Class B LP2 Units ” means Class B limited partnership units of Slate Grocery Two L.P. (formerly, Slate Retail Two L.P.).

“ Class U Units ” means the units of beneficial interest in the REIT, designated as “Class U Units”, which are to be listed on the Toronto Stock Exchange.

“ Client ” means the REIT and the Property Owners, collectively.

“ Closing Market Price ” of a Class U Unit, as at any date will be:

• (a) an amount equal to the weighted average trading price of a Class U Unit on the principal exchange or market on which the Class U Units are listed or quoted for

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trading on the specified date and the principal exchange or market provides information necessary to compute a weighted average trading price of the Class U Units on the specified date;

• (b) an amount equal to the closing price of a Class U Unit on the principal market or exchange if there was a trade on the specified date and the principal exchange or market provides only a closing price of the Class U Units on the specified date;

• (c) an amount equal to the simple average of the highest and lowest prices of the Class U Units on the principal market or exchange, if there was trading on the specified date and the principal exchange or market provides only the highest and lowest trading prices of the Class U Units on the specified date; or

• (d) the simple average of the last bid and last asking prices of the Class U Units on the principal market or exchange, if there was no trading on the specified date.

“ Combination Transaction ” means the combination of the assets of SUSO 1, SUSO 2 and GAR into a publicly listed real estate investment trust on the Toronto Stock Exchange, as more particularly described in the Information Circular.

“ Controlled ” a person controls a second person if (a) the person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the person to elect a majority of the directors or trustees of the second person, unless the person beneficially owns or exercises control or direction over voting securities only to secure an obligation, (b) the second person is a partnership, the person beneficially owns or exercises control or direction over more than 50 per cent of the interests in the partnership, or (c) the second person is a limited partnership, the person is the general partner of the limited partnership or the control person of the general partner.

“ Declaration of Trust ” means the fourth amended and restated declaration of trust of the REIT, dated as of August 17, 2020.

“ Employee Severance Costs ” means any and all severance or termination costs and payments (if any) actually incurred by the Manager or its affiliates in respect of employees of the Manager or its affiliates arising out of or resulting from the ensuing termination of redundant or surplus employees as a consequence of the termination of this Agreement in respect of the period that each such employee has worked on matters related to GAR, SUSO 1, SUSO 2, SUSO 3 and/or the REIT and based on the proportion of each such employee’s services attributable to GAR, SUSO 1, SUSO 2, SUSO 3 and/or the REIT.

“ Event of Insolvency ” means any one or more of the following events in respect of the Manager or the REIT, respectively:

• (a) if the party is:

• (i) wound up, dissolved or liquidated, or becomes subject to the provisions of the Winding-Up and Restructuring Act (Canada) or any successor

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legislation thereto or has its existence terminated or has any resolution passed therefor;

• (ii) makes a general assignment for the benefit of its creditors or a proposal (including the filing of a notice of intention to make a proposal) under the Bankruptcy and Insolvency Act (Canada) or any successor legislation thereto; or

• (iii) proposes a compromise or arrangement under the Companies’ Creditors Arrangement Act (Canada) or any successor legislation thereto or files any petition or answer seeking a stay of proceedings or any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future law relative to bankruptcy, insolvency or other relief for debtors or for the benefit of creditors;

• (b) if a court of competent jurisdiction enters an order, judgment or decree approving a petition or application filed against the party seeking a stay of proceedings or any reorganization, arrangement, composition, readjustment, liquidation, dissolution, winding up, termination of existence, declaration of bankruptcy or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors and such party acquiesces in the entry of such order, judgment or decree and such order, judgment or decree remains un-vacated or un-stayed for an aggregate of thirty (30) days (whether or not consecutive) from the day of entry thereof; or if any trustee in bankruptcy, receiver, receiver and manager, liquidator or any other officer with similar powers shall be appointed for the such party or of all or any substantial part of its property with the consent or acquiescence of such party or such appointment remains un-vacated or un-stayed for an aggregate of thirty (30) days (whether or not consecutive);

• (c) the party becomes insolvent or admits its inability to pay its debts generally as they become due; or

• (d) an encumbrancer takes possession of all or substantially all of a party’s assets and such possession remains for a period of fifteen (15) days (whether or not consecutive).

“ First A&R Management Agreement ” has the meaning ascribed thereto in the recitals of this Agreement.

“ GAR ” means U.S. Grocery-Anchored Retail (1A), (1B) and (1C) Limited Partnerships.

“ GAR B ” means U.S. Grocery-Anchored Retail (1B) Limited Partnership.

“ GAR B Exchangeable Units ” means the Class B limited partner units of GAR B.

“ GAR Holdings ” has the meaning ascribed thereto in the recitals of this Agreement.

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“ Gross Book Value ” means, at any time, the greater of (i) the value of the assets of the REIT and its consolidated Subsidiaries including their proportionate share of assets in unconsolidated investments, as included in its then most recent consolidated statement of financial position, less the amount of any receivable reflecting interest rate subsidies on any debt assumed by the REIT and (ii) the historical cost of the assets of the REIT, where the historical cost of the Initial Properties will be the portfolio value of the Initial Properties identified in the Appraisal.

“ Gross Book Value Adjustment ” means any adjustment to the Gross Book Value that occurs during any quarter as a result of the acquisition of any property by a Property Owner, which adjustment to the Gross Book Value shall be deemed for the purposes of this Agreement to take effect on the date of acquisition;

“ Information Circular ” means the information circular of SUSO 1 and SUSO 2 relating to the Combination Transaction dated February 3, 2014.

“ Initial Owner ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Initial Properties ” means the initial 29 grocery-anchored retail properties indirectly owned by the REIT immediately upon closing of the Combination Transaction.

“ Initial Term ” has the meaning ascribed thereto in Section 2.1 of this Agreement.

“ Holding LP1 ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Holding LP2 ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Holding LP3 ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Holding LP4 ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Legal Services Expenses ” has the meaning ascribed thereto in Section 5.1(p) of this Agreement.

“ Loss of Key Man ” means if both Blair Welch and Brady Welch are no longer associated with the Manager.

“ Management Fees ” has the meaning ascribed thereto in Section 4.2(a) of this Agreement.

“ Manager ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Manager Event of Default ” means any of the following:

• (a) an Event of Insolvency of the Manager;

• (b) a material breach by the Manager under this Agreement, if such material breach is not cured within thirty (30) days following receipt by the Manager of written notice of such material breach from the REIT, unless the Manager has commenced rectification of such material breach within such thirty (30) day period and thereafter promptly, diligently and continuously proceeds with the rectification of such breach;

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• (c) fraudulent misconduct of, or misappropriation of funds by, the Manager; or

• (d) an act of gross negligence by the Manager.

“ Manager Indemnitee ” and “ Manager Indemnitees ” has the meaning ascribed thereto in Section 9.2 of this Agreement.

“ Original Agreement ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Parties ” means the REIT, Holding LP1, Holding LP2, Holding LP3, Holding LP4 and the Manager.

“ Person ” means an individual, corporation or partnership, trust, joint venture, unincorporated organization, body corporate, personal representative, co-operative association or governmental or regulatory authority, agency, commission or board and words importing “Person” have similar meanings.

“ Properties ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Property Owners ” means Holding LP1, Holding LP2, Holding LP3 and Holding LP4.

“ QC Properties ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Rate ” has the meaning ascribed thereto in Section 4.2(b) of this Agreement.

“ REIT ” has the meaning ascribed thereto in the recitals of this Agreement.

“ REIT Change of Control ” means the occurrence of any one or more of the following events:

• (a) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the REIT or its Subsidiaries, or any of their respective Affiliates and another person or entity, other than the Manager or any of its Affiliates, as a result of which the REIT Unitholders immediately prior to the completion of the transaction hold less than 50% of the voting securities of the REIT or the relevant Subsidiary or the successor entity, as the case may be, after completion of the transaction;

• (b) the sale, lease, exchange or other disposition, in a single transaction or a series of related transactions, of assets, rights and properties of the REIT and/or any of its Affiliates or the Subsidiaries and/or any of its Affiliates, as the case may be, which have an aggregate book value of greater than 50% of the book value of the REIT and its Affiliates or the Subsidiaries and its Affiliates, as the case may be, on a consolidated basis to any other person or entity, other than the Manager or any of its Affiliates;

• (c) a resolution is adopted to wind-up, dissolve or liquidate the REIT (or any successor to the REIT, if applicable) or the Subsidiaries (or any successor to the Subsidiaries, if applicable);

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• (d) any person or entity or group of persons or entities acting jointly or in concert with each other as contemplated by applicable Canadian securities laws, other than the Manager or any of its Affiliates, acquires or otherwise obtains beneficial ownership (as determined by applicable Canadian securities laws) of or control or direction over (including the right to vote or direct the voting of) voting securities that, together with any voting securities beneficially owned, or over which control or direction is exercised, by such person or entity or group, constitutes greater than 50% of the total voting power of the voting securities of the REIT (or of the successor entity of the REIT, if applicable) or of the Subsidiaries (or of the successor entity of the Subsidiaries, if applicable), as applicable; or

• (e) the Trustees of the REIT adopt a resolution to the effect that a Change in Control of the REIT as defined herein has occurred or is imminent.

“ REIT Entities ” means the REIT, Holding LP1, Holding LP2, Holding LP3 and Holding LP4.

“ REIT Event of Default ” means any of the following:

• (a) an Event of Insolvency of the REIT; or

• (b) a material breach by the REIT under this Agreement, if such material breach is not cured within thirty (30) days following receipt by the REIT of written notice of such material breach from the Manager, unless the REIT has commenced rectification of such material breach within such thirty (30) day period and thereafter promptly, diligently and continuously proceeds with the rectification of such breach.

“ REIT Unitholders ” means the holders of REIT Units, and includes the holders of special voting units of the REIT.

“ REIT Units ” means units of beneficial interest in the REIT, designated as “Class A Units”, “Class I Units” and “Class U Units”.

“ Renewal Term ” has the meaning ascribed thereto in Section 2.2 of this Agreement.

“ Restricted Investments ” has the meaning ascribed thereto in Section 7.1 of this Agreement.

“ Second A&R Management Agreement ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Services ” has the meaning ascribed thereto in Section 3.2 of this Agreement.

“ SLAM ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Slate Properties ” has the meaning ascribed thereto in the recitals of this Agreement.

“ Subsidiary ” or “ Subsidiaries ” includes, with respect to any person, company, partnership, limited partnership, trust or other entity, any company, partnership, limited partnership, trust or

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other entity controlled, directly or indirectly, by such person, company, partnership, limited partnership, trust or other entity.

“ SUSO 1 ” means Slate U.S. Opportunity (No. 1) Realty Trust.

“ SUSO 2 ” means Slate U.S. Opportunity (No. 2) Realty Trust.

“ SUSO 3 ” means Slate U.S. Opportunity (No. 3) Realty Trust.

“ Termination Costs ” include (i) all costs and expenses incurred or required to be incurred by the Manager in terminating, assigning or amending contracts of the Manager entered into in respect of the performance by the Manager of its obligations under this Agreement including without limitation, lease termination penalties and penalties/costs relating to the buyout or windup of any other commitment, and (ii) Employee Severance Costs.

“ Trustees ” means the trustees of the REIT.

“ Trust Indemnitee ” and “ Trust Indemnitees ” has the meaning ascribed thereto in Section 9.1(a) of this Agreement.

“ VWAP ” means the volume weighted average trading price of the Class U Units on the REIT’s primary stock exchange.

1.2 Interpretation Not Affected by Headings, etc.

Grammatical variations of any terms defined herein have similar meanings; words importing the singular number shall include the plural and vice versa; and words importing the masculine gender shall include the feminine and neuter genders. The division of this Agreement into separate Articles, Sections, Subsections, Paragraphs and Subparagraphs, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3 Statutes

Unless a contrary intent is expressly provided for in this Agreement, any reference to a statute will include and will be deemed to be a reference to the statute and the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding the statute so referred to or the regulations made pursuant thereto.

1.4 Currency

All payments contemplated herein shall be made in U.S. Dollars.

1.5 Calculation of Time Periods

When calculating the period of time within which or following which any act is to be done or steps taken pursuant to this Agreement, the date which is the reference day in calculating such period

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shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next Business Day.

1.6 Applicable Law

This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

1.7 Invalidity of Provisions

If any covenant, obligation or agreement herein contained, or the application thereof to any Person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such covenant, obligation or agreement to Persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each covenant, obligation or agreement herein contained shall be separately valid and enforceable to the fullest extent permitted by law.

1.8 Entire Agreement

This Agreement and any subsequent amendment hereto or restatement hereof constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties hereto, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as contained in this Agreement and any subsequent amendment hereto. No amendment, supplement, modification or termination of this Agreement shall be binding unless executed in writing by the Parties, save and except for any termination of this Agreement that arises under the express terms hereof. No waiver of any of the provisions of this Agreement shall be binding unless executed in writing by the Parties, save and except for any termination of this Agreement that arises under the express terms hereof. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver. Failure on the part of a Party to complain of any act or failure to act of another Party or to declare another Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first mentioned Party of its rights hereunder.

ARTICLE 2 TERM

2.1 Term

This Agreement shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall continue for an initial term of five (5) years (the “ Initial Term ”).

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2.2 Renewal

Upon completion of the Initial Term or any subsequent Renewal Term, this Agreement shall automatically renew for successive five (5) year terms (each a “ Renewal Term ”) until terminated in accordance with the provisions hereof.

ARTICLE 3 APPOINTMENT AND SERVICES

3.1 Appointment

The Client hereby appoints the Manager as the sole and exclusive manager of the affairs of the Client. Each entity that makes up the Client hereby appoints the Manager as its true and lawful attorney in fact and grants to the Manager the full power and authority to bind the entity.

3.2 Services

The Manager has the authority to manage the day-to-day activities of the REIT and, as applicable, any entity which the REIT may control from time to time, in accordance with the terms hereof and subject to the requirements of applicable law. In performance of its obligations, the Manager shall, without limiting the generality of the provisions of Section 3.1 of this Agreement, perform, without limitation, the following services (collectively, the “ Services ”):

(a) Financing Services

The Manager will provide the following services:

• (i) coordinating and overseeing the preparation, printing, and distribution of any prospectus offering, including acting as liaison with legal counsel and accounting advisors to assist with the foregoing;

• (ii) responding to inquiries from financial agents, investors and others as they may arise from time to time;

• (iii) liaising with legal and tax counsel in respect of the foregoing; and

• (iv) completing all other such tasks and matters as may be necessary in respect of the foregoing.

(b) Asset Management Services

During the Term of this Agreement, the Manager will provide the following asset management services to the Client:

• (i) identifying properties for acquisition by the Client or its Subsidiaries;

• (ii) establishing appropriate legal and accounting systems for the proper control of the properties owned by the Client and/or its Subsidiaries;

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• (iii) providing overall management, financial and business planning for the Client and its Subsidiaries, including overseeing the operations of properties owned by the Client and its Subsidiaries;

• (iv) establishing appropriate legal and accounting systems for the proper control of the properties owned by the Client and its Subsidiaries;

• (v) maintaining ongoing liaison with lenders of any mortgage loans and using best efforts to arrange financing of any mortgage loans or a refinancing of any mortgage loans at the expiration of their terms and any subsequent refinancings;

• (vi) conducting continuous analysis of market conditions to monitor the Client and its Subsidiaries investment in its properties; and

• (vii) advising the Client and its Subsidiaries with respect to the disposition of any property, and negotiating and carrying out the disposition of any properties on such terms and conditions and at such times as the Manager may determine.

• (c) Property Management Services

During the Term of this Agreement, the Manager will provide, or arrange for the provision of, property management services to the Client and its Subsidiaries, including:

• (i) conducting regular visits to properties owned by Client and its Subsidiaries;

• (ii) verifying proper maintenance of the properties owned by the Client and its Subsidiaries through ongoing site inspections and meetings with the property managers;

• (iii) assessing the local rental market on a periodic basis to ensure that rents are maintained at optimal levels;

• (iv) ensuring that vacancies are minimized;

• (v) establishing procedures with respect to internal financial controls;

• (vi) reviewing the annual budget and monthly financial performance with respect to that budget;

• (vii) reviewing the need for any capital repairs on an ongoing basis; and

• (viii) monitoring and supervising the management of properties owned by the Client and its Subsidiaries by any property manager or other person appointed by the Manager to carry out any of the foregoing.

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(d) General Services

During the Term of this Agreement, the Manager will provide the following general services to the Client, as applicable:

• (i) in-house legal services;

• (ii) appointing, supervising and removing third-party service providers and any replacements upon such terms as the Manager shall think fit;

• (iii) providing investor communications and reporting services;

• (iv) being responsible for all capital market activities, including the offering of securities of the REIT in accordance with the applicable provisions of the REIT’s offering documents and the Declaration of Trust and the laws of all relevant and applicable jurisdictions;

• (v) coordinating preparation of financial statements and other continuous disclosure documents from time to time and at such times as specified in the Declaration of Trust or as may otherwise be required by applicable laws;

• (vi) doing all such acts, taking all such proceedings, executing all such documents and exercising all such rights and privileges, although not specifically mentioned here, as the Manager may deem necessary to administer the REIT Entities and carrying out the purposes of the REIT Entities, as the case may be, in order for such entity to seek to achieve its objectives;

• (vii) maintaining proper books, accounts and records;

• (viii) providing administrative, executive and management personnel having the requisite experience and skill to perform the obligations of the Manager under this Agreement; and

• (ix) monitoring regularly on an ongoing basis the REIT’s compliance with the requirements under the Income Tax Act (Canada) and the regulations thereunder to qualify as a “mutual fund trust” thereunder.

For greater certainty, if requested by the REIT, the Manager shall provide the Services to any of the Subsidiaries of the REIT.

Notwithstanding any other provision hereof, the assets of the Client may be invested only in accordance with the Investment Restrictions and Operating Policies set out in Article 7 of the Declaration of Trust.

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3.3 Subcontracting

• (a) Subject to Section 3.3(b) of this Agreement, the parties hereby acknowledge and agree that the Manager shall have the right to subcontract its obligations hereunder, including to an Affiliate of the Manager, provided that;

• (i) it shall do so at its own cost; and

• (ii) no such subcontracting shall relieve or release the Manager from any of its obligations under this Agreement.

• (b) Any subcontracting arrangement whereby an entity that is not an Affiliate of the Manager is retained by the Manager to perform the Services for any property shall require the approval of the independent Trustees.

3.4 Records

At all times, the Manager shall keep proper books of account and records relating to the REIT Entities and Services performed hereunder, which books of account and records shall be accessible for inspection by the REIT and any federal or provincial government authority with entitlement thereto at reasonable times during business hours. The Manager shall keep or cause to be kept books of account and records relating to the REIT Entities in a manner that complies with the record-keeping requirements prescribed by applicable tax and other legislation.

3.5 Service Requirements and Standard of Care

In providing the Services, the Manager shall (i) comply with all instructions and directions given to it by the REIT Entities, as the case may be; and (ii) comply with all applicable rules, laws and regulations.

The Manager will exercise its powers and discharge its duties under this Agreement diligently, honestly, in good faith and in the best interests of the Client. In connection therewith, the Manager will exercise the degree of care, diligence, judgment and skill that would be exercised by a professional, prudent and competent person who is experienced in providing services substantially similar to the Services.

Subject to the foregoing, the Manager shall not be required to devote its full time and attention to the affairs of the Client but need only devote such time as it may deem appropriate or necessary to discharge its duties under the Declaration of Trust and this Agreement in a responsible manner.

3.6 Employees

The Manager represents and warrants to the Client that it has and shall maintain administrative, executive and management personnel having the requisite experience and skill to perform the obligations of the Manager hereunder and shall cause such employees to devote such time and attention to the obligations of the Manager contained in this Agreement as shall reasonably be required in order to perform the obligations of the Manager set forth in this Agreement. The

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Manager will provide a person to fulfill the role of Chief Executive Officer and a person to fulfill the role of Chief Financial Officer of the REIT. In the event that any employee of the Manager ceases to provide services to the REIT as a result of death, disability, resignation or termination, the Manager will replace such individual with another employee with similar qualifications and experience, provided that in the case of Blair Welch or Brady Welch, the replacement will be made only after consultation with the independent Trustees.

ARTICLE 4 COMPENSATION FOR SERVICES

4.1 Acquisition Fee

The Property Owners shall pay to the Manager a fee (the “ Acquisition Fee ”) equal to 0.75% of the gross purchase price of each property (or interest in a property) acquired, including the price, due diligence costs, closing costs, legal fees, and additional capital costs, payable on completion of the purchase of each property (or interest in a property); provided that no Acquisition Fee will be payable with respect to acquisitions from the Manager or entities managed by the Manager.

4.2 Asset Management Fee

• (a) The Property Owners will pay to the Manager an annual fee (the “ Asset Management Fee ”, and together with the Acquisition Fee, the “ Management Fees ”) calculated and payable in advance on a quarterly basis.

• (b) Subject to Section 4.2(c), the Asset Management Fee will be paid on the first Business Day of each quarter and will be calculated as a percentage of the Gross Book Value of the REIT (the “ Rate ”) as at the end of the immediately preceding quarter. At the end of each quarter, the Annual Management Fee actually payable in respect of the preceding quarter shall be recalculated taking into any Gross Book Value Adjustment that occurred during such quarter, if applicable, and the Property Owners shall promptly pay the difference to the Manager. The Rate will be determined based on the Rate that corresponds to the Gross Book Value of the REIT as set out below:

Gross Book Value of the REIT	Rate
Up to $1,999,999,999 of Gross Book Value	0.400%
$2,000,000,000 to $2,250,000,000 of Gross Book Value	0.375%
$2,250,000,001 to $2,500,000,000 of Gross Book Value	0.350%
$2,500,000,001 to $2,750,000,000 of Gross Book Value	0.325%
$2,750,000,001 to $3,000,000,000 of Gross Book Value	0.300%

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Gross Book Value of the REIT	Rate
$3,000,000,001 to $3,250,000,000 of Gross Book Value	0.275%
$3,250,000,001 to $3,500,000,000 of Gross Book Value	0.250%
$3,500,000,001 to $3,750,000,000 of Gross Book Value	0.225%
$3,750,000,001 or more of Gross Book Value	0.200%

For illustrative purposes, if the REIT were to have a Gross Book Value of $2,249,999,999 as at June 30, 2021, the Asset Management Fee would be equal to $8,937,500, being $8,000,000 (or 0.400% on the first $1,999,999,999 of Gross Book Value) and $937,500 (or 0.375% on the next $250,000,000 of Gross Book Value).

• (c) Notwithstanding Section 4.2(b) if the Gross Book Value of the REIT is at or above $4,000,000,000, then the Asset Management Fee will be equal to the greater of (i) the amount determined by using the methodology set forth in Section 4.2(b), and (ii) the amount determined by applying the Rate of 0.350% to the full amount of the Gross Book Value.

For illustrative purposes, if the REIT were to have a Gross Book Value of $5,000,000,000 as at June 30, 2021, the Asset Management Fee would be equal to $17,500,000, being 0.350% of the full amount of the Gross Book Value.

4.3 Waiver of Asset Management Fee

The Manager may, from time to time, waive the obligation of the REIT to pay all or any portion of the Asset Management Fee for any year of the Term, or any one or more months within any such year, provided that in such case the Asset Management Fee shall continue to accrue and be payable and the waiver of the obligation of the REIT to pay all or any portion of the Asset Management Fee in any year or month shall not act as a waiver of such obligation in subsequent years. The amount of any Asset Management Fee waived in a given year shall be added to the Asset Management Fee payable in the following year calculated and paid in accordance with Section 4.2.

4.4 Interest

Any portion of the Acquisition Fee, the Asset Management Fee or the expenses payable under this Agreement which are not paid when due will bear interest from the date due to the date paid at the rate of 6% per annum, calculated and compounded monthly. Notwithstanding the foregoing, should the Manager waive the obligation of the REIT to pay all or any portion of the Asset Management Fee for any year of the Term, or any one or more months within any such year in accordance with Section Error! Reference source not found. of this Agreement, the Manager shall not be entitled to receive any interest thereon.

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4.5 Payment and Guarantee of the Management Fees

The Property Owners shall be jointly and severally liable with respect to the payment of the Management Fees. As between the Property Owners:

• (a) the Property Owner that directly or indirectly acquires a property shall pay the Acquisition Fee, if any, in respect of such property; and

• (b) each Property Owner shall pay that proportion of the Asset Management Fee equal to the proportion that the Gross Book Value of the assets directly or indirectly owned by the Property Owner is of the aggregate Gross Book Value of the assets directly or indirectly owned by all of the Property Owners (in each case of the applicable quarterly calculation date).

The REIT hereby guarantees the payment of all amounts owing to the Manager hereunder, including the payment of the Management Fees by the Property Owners.

ARTICLE 5 EXPENSES

5.1 Expenses of the REIT and its Subsidiaries

Each of the REIT Entities, as applicable, will pay for all ordinary expenses incurred in connection with the operation and management of the REIT Entities, including without limitation:

• (a) fees and expenses payable by the REIT Entities to the Manager under this Agreement;

• (b) any reasonable out-of-pocket costs and expenses incurred by the Manager or its agents and paid to third parties in connection with their ongoing obligations to the REIT Entities and their Subsidiaries;

• (c) interest and other costs of money borrowed by REIT Entities and their Subsidiaries;

• (d) fees and expenses of lawyers, accountants, auditors, appraisers and other agents or consultants employed by or on behalf of the REIT Entities and their Subsidiaries;

• (e) fees and expenses of the Trustees;

• (f) fees and expenses of anyone providing property management services and/or leasing services to the REIT Entities and their Subsidiaries, provided that if the Manager, or any Affiliate thereof, provides property management services, the fees and expenses shall be on market terms and shall have been approved by the independent trustees of the REIT;

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• (g) fees and expenses connected with the acquisition, disposition and ownership of real property interests, mortgage loans or other property held by or entered into by the REIT Entities and their Subsidiaries;

• (h) insurance as considered necessary to protect the Trustees, including trustees’ and officers’ liability insurance;

• (i) expenses in connection with payments or distributions on REIT Units, Class B LP2 Units or GAR B Exchangeable Units;

• (j) expenses in connection with the communications to REIT Unitholders, including annual reports and information circulars, and the other bookkeeping and clerical work necessary in maintaining relations with REIT Unitholders;

• (k) expenses in connection with any employees or independent contractors employed directly or retained directly by the REIT Entities and their Subsidiaries, including all compensation costs, benefits and severance costs, so long as such employees or independent contractors are not providing services required to be provided by the Manager pursuant to the terms of this Agreement;

• (l) expenses of reorganizing, terminating or winding up the REIT Entities and their Subsidiaries;

• (m) fees and charges of transfer agents, registrars, indenture trustees and other trustees and custodians;

• (n) all fees, regulatory filing fees, expenses, taxes and other costs incurred in connection with the issuance, distribution, transfer and qualification for distribution to the public of securities of the REIT and other required government filings;

• (o) all costs and expenses in connection with the incorporation, organization and maintenance of any corporation or other entity formed to hold real property or other property of the REIT Entities;

• (p) expenses of any action, suit or other proceedings in which or in relation to which the Manager (and any of its officers, directors, employees, consultants or agents) or the Trustees or the executive officers of the REIT are entitled to an indemnity from the REIT; and

• (q) all legal services provided to the REIT, its Affiliates or Subsidiaries by the legal department of the Manager in amounts budgeted by the Manager and presented to the Trustees for approval on an annual basis (the “ Legal Services Expenses ”); provided that any Legal Services Expenses that exceed or otherwise deviate from an approved legal services budget must be presented to the Trustees for approval.

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5.2 Expenses of Manager

Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the following expenses:

• (a) all salaries, wages and other expenses of employees of the Manager;

• (b) rent payable for space used by the Manager and utilities, office furniture and equipment for such space; and

• (c) telephone and other communication costs and travel expenses unrelated to the investment and operational activities of the Client and office supplies and services, and general administrative expenses and other expenses that are customarily considered to be overhead expenses.

ARTICLE 6 TERMINATION

6.1 Termination Rights of the REIT

The REIT may terminate this Agreement upon:

• (a) the occurrence of a Manager Event of Default;

• (b) the occurrence of a Loss of Key Man, if the independent Trustees reasonably determine that the Loss of Key Man is detrimental to the Manager’s performance of its obligations to the Client. The Manager is required to provide the independent Trustees with advance notice of any proposed Loss of Key Men as and when the Manager becomes aware of it. Should the REIT wish to terminate this Agreement in such circumstances, the REIT will (i) provide the Manager with written notice of such termination, (ii) pay to the Manager, immediately upon the date on notification of termination, any unpaid amounts then owing to the Manager under this Agreement and (iii) reimburse the Manager for Termination Costs; and

• (c) the expiry of the Initial Term or any Renewal Term if (i) a majority of the independent Trustees determine that the Manager has not been meeting its obligations under this Agreement and (ii) the termination of this Agreement is approved by a special resolution of the REIT Unitholders at a meeting of REIT Unitholders called and held for such purpose; provided that the REIT (i) provides the Manager with written notice of such termination, (ii) pays to the Manager, immediately upon the date of notification of termination, in addition to any unpaid amounts then owing to it, an amount equal to the aggregate of the amounts paid or payable to the Manager in respect of the Management Fees calculated for the 12 months preceding the date of notification of termination and (iii) reimburses the Manager for all Termination Costs.

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Upon termination of this Agreement, the Manager shall be entitled to receive any and all fees due and owing under this Agreement to the Manager up to and including the effective date of termination.

6.2 Termination Rights of the Manager

The Manager may terminate this Agreement immediately (i) upon the occurrence of an REIT Event of Default or (ii) at any time, upon 90 days’ prior written notice, for any reason. Upon termination by the Manager for a REIT Event of Default, the REIT shall (ii) pay to the Manager, immediately upon the date the Manager notified the REIT of the termination of this Agreement, in addition to any unpaid amounts then owing to the Manager, an amount equal to the aggregate of the amounts paid or payable to the Manager in respect of the Management Fees calculated for the 12 months preceding the date of notification of termination (which amount shall be paid by the Property Owners based upon their share of the Management Fees calculated for the 12 months preceding the date of notification of termination), and (ii) reimburse the Manager for all Termination Costs.

6.3 Action Upon Termination

• (a) Prior to the effective date of termination of this Agreement pursuant to Section 6.1 of this Agreement, the REIT shall have advised the Manager in writing as to the identity of its successor hereunder. The Manager shall forthwith upon termination, or as soon as is practicable thereafter:

• (i) pay over to its successor, as directed by the REIT all moneys collected and held for the account of the Clients and its Subsidiaries pursuant to this Agreement after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

• (ii) deliver to the REIT a full accounting, including a statement of all moneys collected by it and a statement of all moneys held by it, and a statement of all moneys paid by it, covering the period following the date of the last accounting furnished to the REIT; and

• (iii) deliver to and where applicable transfer into the name of its successor, as directed by the REIT all property and documents, including all books of account and records kept pursuant to Section 3.4 of this Agreement, of the Client and its Subsidiaries held in the name or custody of the Manager.

• (b) Upon termination of this Agreement the REIT shall:

• (i) cause the successor to the Manager hereunder to assume all contracts and obligations (other than employment contracts or obligations) entered into or undertaken by the Manager on behalf of the Client and its Subsidiaries (other than with any Person not at arm’s length with the Manager or any of its Subsidiaries) within the scope of its authority and indemnify the Manager against any liability by reason of anything done or required to be done under any such contract or obligation after the date of termination of this Agreement;

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• (ii) reimburse or pay for and indemnify and save harmless the Manager from the costs and expenses of all Services which may have been arranged by the Manager or as a result of this Agreement and which may not have been paid by the Client at the time of termination; and

• (iii) subject to Section 6.3(a)(i) of this Agreement, pay to the Manager all fees due and owing as compensation for Services rendered pursuant to this Agreement provided that any fees payable monthly or yearly by the REIT to the Manager shall be pro-rated and paid on a partial year or partial month basis, as the case may be.

6.4 Offer to Purchase Class U Units owned by the Manager on Termination

On the termination of this Agreement, for any reason other than due to a Manager Event of Default, and in accordance with applicable laws, the REIT shall use commercially reasonable best efforts to make an offer (but in any event, shall make such offer within six months following such termination) to purchase the Class U Units (including securities at the time of termination convertible, exchangeable or redeemable into Class U Units (and Special Voting Units, if applicable)) owned by the Manager and its affiliates at a price equal to the Closing Market Price on the date the Manager received notification of such termination.

6.5 Payment to the Manager on a REIT Change of Control

Upon a REIT Change of Control, other than a REIT Change of Control resulting from an acquisition of securities of the REIT by the Manager, and upon the Manager terminating this Agreement within 24 months following such REIT Change of Control, the REIT shall (i) pay to the Manager an amount equal to the aggregate of the amounts paid or payable to the Manager in respect of the Management Fees calculated for the 12 months preceding the date of notification of termination (which amount shall be paid by the Property Owners based upon their share of the Management Fees calculated for the 12 months preceding the date of notification of termination), and (ii) reimburse the Manager for all Termination Costs.

6.6 Employee Severance Costs

In the event that the Manager has not been reimbursed by the REIT for Employee Severance Costs upon the termination of this Agreement, and the REIT or an affiliate of the REIT employs any employee of the Manager within 12 months of the termination of this Agreement for any reason whatsoever, the REIT or such affiliate shall be responsible for any and all severance and termination costs and payments paid or payable by the Manager to such employee.

ARTICLE 7 NON-COMPETITION AND NON-SOLICITATION

7.1 Non-Competition Restrictions

During the term of this Agreement, the Manager and its officers and directors are not to, directly or indirectly, individually or in partnership or jointly or in conjunction with any person(s):

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• (a) create or manage or act as promoter of another real estate investment trust focused on the ownership of grocery-anchored retail properties in the United States (the “ Restricted Investments ”);

• (b) invest in, purchase or finance the purchase of any assets which constitute Restricted Investments and meet the investment criteria of the REIT, unless such investment opportunity has first been offered to the REIT (on no less favourable terms) and the REIT has declined to purchase such assets; or

• (c) solicit tenants, suppliers, employees, consultants, advisers, partners, trustees, directors, officers or agents away from the REIT or its facilities, or otherwise interfere with relationships that the REIT has with such persons.

7.2 Exclusions to Non-Competition

The non-competition restrictions contained in Section 7.1 of this Agreement will not apply to:

• (a) any interest up to $10 million in an entity owning Restricted Investments that represents less than a 50% fully-diluted interest in such entity and affiliates of that entity;

• (b) any interest in the securities of a public entity owning Restricted Investments that represents less than a 10% fully-diluted interest in such entity;

• (c) any interest in the securities of a public entity owning Restricted Investments where it is the stated intention of the Manager to acquire a 100% interest in the entity provided that any Restricted Investments owned or subsequently acquired by such entity following the acquisition of the entity, are first offered to the REIT;

• (d) any controlling interest in any entity or a portfolio of assets, in each case that owns or contains Restricted Investments that comprise less than 30% of the asset value of such entity or portfolio;

• (e) any activity related to (i) any Restricted Investment that is first offered to the REIT in accordance with the restrictions above, or (ii) any of the other exceptions in this section; and

• (f) any other exception approved by the independent Trustees from time to time (provided that the independent Trustees shall be required to act reasonably and expeditiously in responding to any request for an exception).

7.3 Non-Solicitation

For a period of 18 months following the termination of this Agreement for any reason, the REIT shall not, without the prior written consent of the Manager, and the REIT shall cause its Affiliates not to, directly or indirectly, solicit for employment and/or hire as an employee of the REIT or its Affiliates, any employee of the Manager; provided that the REIT will be entitled to solicit any employee of the Manager for whom the REIT is responsible to reimburse the Manager for

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severance or termination costs pursuant to this Agreement, other than the Chief Executive Officer and Chief Financial Officer of the REIT or any other employee of the Manager appointed as a senior officer of the REIT. Notwithstanding the foregoing, if the Manager terminates this Agreement as a result of a REIT Event of Default, the REIT shall not be entitled to solicit any employee of the Manager for a period of 18 months.

ARTICLE 8 ELECTION OF TRUSTEES OF THE REIT

8.1 Manager Nomination Right

The REIT agrees that throughout the Initial Term and any subsequent Renewal Terms, the Manager will have the right to nominate two Trustees to stand for election to the board of trustees of the REIT in accordance with the terms of the Declaration of Trust. The Manager shall specify its nominees to the board of trustees of the REIT by written notice delivered or mailed to the Chair of REIT’s board of trustees, the REIT’s Chief Executive Officer or the REIT’s Secretary in advance of the mailing of the information circular in respect of the meeting at which trustees of the REIT are to be elected.

ARTICLE 9 LIMITATION OF LIABILITY

9.1 Indemnity by the REIT Entities

• (a) The REIT Entities agree that the Manager and its Affiliates, and its and their respective securityholders, directors, officers, employees and agents (each, a “ Trust Indemnitee ”, and collectively the “ Trust Indemnitees ”), shall not be liable, responsible or accountable, in damages or otherwise, to the Client and its Subsidiaries for any act performed, or failure to act, by the Manager within the scope of the authority conferred on the Manager by this Agreement, unless such act or omission constitutes wilful misconduct, bad faith, negligence or breach of its standard of care owed under this Agreement.

• (b) To the extent permitted by applicable law, the REIT Entities shall indemnify and hold harmless the Trust Indemnitees from and against any loss (other than loss of profits), expense, damage or injury suffered or sustained by any Trust Indemnitee by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Client and its Subsidiaries or in furtherance of the interests of the Client and its Subsidiaries including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and disbursements and other costs or expenses incurred in connection with the defence of any actual or threatened action, proceeding or claim (a “ Claim ”), and including any payments made by the Manager to any of its officers or directors pursuant to an indemnification provision no broader than this Section 9.1, if the acts, omissions or alleged acts or omissions upon which such Claim is based were within the scope of the authority of the Manager in accordance with this Agreement and were not the result of such Trust Indemnitee’s wilful misconduct, bad faith, negligence or breach by the Trust

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Indemnitee of its standard of care owed under this Agreement or a breach of any fiduciary duty by the Trust Indemnitee. A Trust Indemnitee shall not consent to entry of any judgment, or enter into any settlement without the prior approval of the REIT Entities, as the case may be, which approval shall not be unreasonably withheld. Any such indemnification shall only be from the assets of the REIT Entities. The provisions of this Section 9.1 are not designed to replace or supersede provisions relating to exculpation and/or indemnity contained in other agreements to which the Manager is a party.

9.2 Indemnity by the Manager

The Manager agrees with the REIT Entities and their respective officers, directors, securityholders, employees and agents (each, a “ Manager Indemnitee ”, and collectively the “ Manager Indemnitees ”), to the extent permitted by applicable law, that the Manager shall indemnify and hold harmless the Manager Indemnitees from and against any loss, expense, damage or injury suffered or sustained by any of the Manager Indemnitees by reason of any acts or omissions of the Manager which constitute wilful misconduct, bad faith, negligence or breach of its standard of care owed under this Agreement, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and disbursements and other costs or expenses incurred in connection with the defence of any Claim. A Manager Indemnitee shall not consent to entry of any judgment, or enter into any settlement without the prior approval of the Manager, which approval shall not be unreasonably withheld.

9.3 Limitation of Liability of Manager

The Manager shall not be liable in any way for any default, failure or defect in any of the properties if the Manager has satisfied the duties and standard of care, diligence and skill set out in Section 3.5 hereof. The Manager will incur liability, however, in cases of wilful misconduct, bad faith or negligence of the Manager or disregard of the Manager’s standard of care in the performance of its obligations hereunder or in the event of any material breach or default by the Manager of its obligations hereunder.

9.4 In Respect of the REIT

Each of the Parties acknowledges the obligations of the REIT under this Agreement and that such obligations will not be personally binding upon any of the Trustees, any registered or beneficial holder of trust units of the REIT or any beneficiary under a plan of which a holder of such units acts as a trustee or carrier, and that resort will not be had to, nor will recourse or satisfaction be sought from, by lawsuit or otherwise, any of the foregoing or the private property of any of the foregoing in respect of any indebtedness, obligation or liability of the REIT arising hereunder, and recourse for such indebtedness, obligations or liabilities of the REIT, as the case may be, will be limited to, and satisfied only out of, the assets of the REIT, as the case may be.

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ARTICLE 10 MISCELLANEOUS

10.1 Assets Kept Separate

All accounts held on behalf of the REIT Entities by the Manager shall be kept distinct from the assets owned by the Manager and in separate accounts and specifically designated for the REIT Entities, as applicable, so as to be distinguished from all other assets reflected in the books of account kept by the Manager, so that at no time shall any accounts, property or other assets relating to the REIT Entities, as applicable, form part of or be mixed with the general assets of the Manager.

10.2 Non Arm’s Length Contracts

The Manager shall not enter into any contract or other arrangement respecting the Client with any Person not at arm’s length with the Manager without the prior consent of the REIT.

10.3 Notices

Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be deemed to have been given on the next Business Day following personal delivery or delivery by fax or email, or five days after it was mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as follows:

(a)	To the REIT:	Slate Grocery REIT
		121 King Street West, Suite 200
		Toronto, Ontario
		M5H 3T9
	Attention:	Chief Executive Officer
	With a copy to:	Corporate Secretary
	Fax:	416-947-9366
(b)	To Holding LP1:	Slate U.S. Opportunity (No.1) Holding
		121 King Street West, Suite 200
		Toronto, Ontario
		M5H 3T9
	Attention:	Chief Executive Officer
	With a copy to:	Corporate Secretary
	Fax:	416-947-9366
(c)	To Holding LP2:	Slate U.S. Opportunity (No.2) Holding
		121 King Street West, Suite 200
		Toronto, Ontario
		M5H 3T9

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Attention: Chief Executive Officer With a copy to: Corporate Secretary Fax: 416-947-9366 (d) To Holding LP3: Slate U.S. Opportunity (No.3) Holding 121 King Street West, Suite 200 Toronto, Ontario M5H 3T9 Attention: Chief Executive Officer With a copy to: Corporate Secretary Fax: 416-947-9366 (e) To Holding LP4: Slate U.S. Opportunity (No.4) Holding 121 King Street West, Suite 200 Toronto, Ontario M5H 3T9 Attention: Chief Executive Officer With a copy to: Corporate Secretary Fax: 416-947-9366 (f) To the Manager: Slate Asset Management (Canada) L.P. 121 King Street West, Suite 200 Toronto, Ontario M5H 3T9 Attention: Chief Executive Officer With a copy to: Corporate Secretary Fax: 416-947-9366

A party may at any time give notice in accordance with this section to the other parties of a change of its address for the purpose of this Section 10.3.

10.4 Severability

In the event any sentence or paragraph of this Agreement is declared by a court of competent jurisdiction to be void, the sentence or paragraph shall be deemed severed from the remainder of this Agreement and the balance of this Agreement shall remain in effect.

10.5 Manager as Independent Contractor

The Manager shall perform its duties hereunder as an independent contractor. Neither the Manager nor any of its employees, are for the purposes of this Agreement, employees or agents of the Client and nothing herein shall be construed so as to make them employees or agents or to impose any liability on the Client in the context of employer or employee, or principal and agent. The Manager agrees that it shall bear the sole and complete responsibility and liability for the employment,

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conduct and control of its employees, agents and contractors and for the injury of such persons or injury to others through the actions or omissions of such persons. Nothing herein shall be construed so as to make the Manager and the Client partners or joint venturers.

10.6 Holding of Class U Units

• (a) The Manager agrees that, during the Initial Term or any Renewal Term, the Manager and its Affiliates will not sell or otherwise dispose of any Class U Unit if, following such sale or disposal, the number of Class U Units owned by the Manager and its Affiliates would be less than 3,363,543 (which represents the number of Class U Units owned by the Manager on the date hereof). In the event of any subdivision, consolidation or similar event involving the Class U Units that occurs after the date hereof, the foregoing number shall be appropriately adjusted as may be determined by the Manager, acting reasonably.

• (b) Notwithstanding Section 10.6(a) or any other provision herein, (i) for certainty, the Manager may transfer Class U Units amongst the Manager and its Affiliates or pursuant to the terms of any subdivision, consolidation or similar event involving the Class U Units and (ii) the Manager may at any time sell Class U Units pursuant to a bona fide take-over bid, merger, plan of arrangement, asset sale or other similar business combination transaction available to unitholders of the REIT, and following such transaction the obligations of the Manager under this Section 10.6 shall cease and shall no longer apply to the Manager during the term of this Agreement.

• (c) For certainty, this Section 10.6 shall not require the Manager or its Affiliates to maintain any particular ownership percentage of the outstanding Class U Units or REIT Units.

10.7 Counterparts

This Agreement may be executed in counterparts, all such executed counterparts shall constitute one and the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Counterparts may be executed either in original, faxed or electronic PDF form and the parties adopt any signatures received by a receiving fax machine or by email as original signatures of the parties; provided, however, that any party providing its signature in such manner shall promptly forward to the other party an original of the signed copy of this Agreement which was so faxed.

10.8 Conflicts

In the event of any inconsistency between the provisions of this Agreement and the provisions of the Declaration of Trust and/or applicable law whereby compliance with the provisions of this Agreement and the Declaration of Trust and/or applicable law is not possible, the provisions of the Declaration of Trust and/or applicable law shall govern.

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10.9 Assignment

This Agreement may not be assigned by any Party without the written consent of the other Parties, which consent may not be unreasonably withheld.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first shown above.

SLATE GROCERY REIT

Per: /s/ Ramsey Ali Name: Ramsey Ali Title: Authorized Signing Officer

SLATE U.S. OPPORTUNITY (NO. 1) HOLDING L.P. By: SLATE U.S. OPPORTUNITY (NO. 1) HOLDING (GP) L.P., its general partner By: SLATE U.S. OPPORTUNITY HOLDING (GP), LLC, its general partner

Per: /s/ Paul F. Wells Name: Paul F. Wells Title: Manager SLATE U.S. OPPORTUNITY (NO. 2) HOLDING L.P. By: SLATE U.S. OPPORTUNITY (NO. 2) HOLDING (GP) L.P., its general partner By: SLATE HOLDING (GP), LLC, its general partner

Per: /s/ Paul F. Wells Name: Paul F. Wells Title: Manager SLATE U.S. OPPORTUNITY (NO. 3) HOLDING L.P. By: SLATE U.S. OPPORTUNITY (NO.3) HOLDING (GP) L.P. , its general partner By: SLATE U.S. HOLDING (GP), LLC, its general partner

Per: /s/ Paul F. Wells Name: Paul F. Wells Title: Manager

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SLATE U.S. OPPORTUNITY (NO. 4) HOLDING L.P. By: SLATE RETAIL HOLDING (NO. 4) GP LLC, its general partner

Per: /s/ Paul F. Wells Name: Paul F. Wells Title: Manager

SLATE ASSET MANAGEMENT (CANADA) L.P. , by its general partner, SLATE ASSET MANAGEMENT (CANADA) GP INC.

Per: /s/ Ramsey Ali Name: Ramsey Ali Title: Authorized Signing Officer