Slate Grocery REIT — Capital/Financing Update 2021

Mar 27, 2021

EXECUTION COPY

UNDERWRITING AGREEMENT

March 26, 2021

Slate Grocery REIT c/o Slate Asset Management (Canada) L.P. 121 King Street West, Suite 200 Toronto, ON M5H 3T9 Canada

Dear Sirs/Mesdames:

Re: Public Offering of Subscription Receipts of Slate Grocery REIT

The undersigned, BMO Nesbitt Burns Inc. (“ BMO ”) and RBC Dominion Securities Inc. (“ RBC ”, and together with BMO, the “ Lead Underwriters ”), CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Raymond James Ltd., iA Private Wealth Inc., Canaccord Genuity Corp., Cormark Securities Inc., Laurentian Bank Securities Inc., and Stifel Nicolaus Canada Inc. (collectively, the “ Underwriters ” and each individually, an “ Underwriter ”) understand that Slate Grocery REIT (the “ REIT ”) proposes to issue and sell to the Underwriters an aggregate of 11,420,000 subscription receipts of the REIT (the “ Purchased Subscription Receipts ”). Upon and subject to the terms and conditions contained in this Agreement, the Underwriters hereby severally and not jointly offer to purchase from the REIT in the respective percentages set out in Section 16 of this Agreement, and the REIT hereby agrees to sell to the Underwriters, at the Closing Time (as defined below), all but not less than all of the Purchased Subscription Receipts at a purchase price of C$11.65 (the “ Offer Price ”) per Purchased Subscription Receipt for an aggregate purchase price of C$133,043,000.00.

The Purchased Subscription Receipts will be created pursuant to a subscription receipt agreement (the “ Subscription Receipt Agreement ”) to be entered into between the REIT, the Lead Underwriters (on their own behalf and on behalf of the other Underwriters) and TSX Trust Company, as subscription receipt agent (the “ Subscription Receipt Agent ”), to be dated as of the Closing Date (as defined below). Each Purchased Subscription Receipt will, upon closing of the Acquisition (as defined below) and subject to the terms of the Subscription Receipt Agreement and as described in the Prospectus Supplement (as defined below), entitle the holder to receive, among other things, without any further action on the part of such holder and without payment of additional consideration, one Class U trust unit of the REIT (each an “ Underlying Unit ”). To the extent there is any inconsistency between the descriptions of the terms of the Subscription Receipt Agreement contained in this Agreement or the Supplemented Prospectus and the Subscription Receipt Agreement, the terms set forth in the Subscription Receipt Agreement shall govern.

The REIT hereby grants to the Underwriters (in accordance with the percentages set forth in Section 16 of this Agreement) an over-allotment option (the “ Over-Allotment Option ”), for the purposes of covering over-allotments and market stabilization, to purchase severally and not jointly and offer for sale to the public pursuant hereto up to an aggregate of 1,713,000 additional subscription receipts of the REIT (the “ Additional Purchased Subscription Receipts ” and, collectively with the Purchased Subscription Receipts, the “ Subscription Receipts ”) at the Offer Price per Additional Purchased Subscription Receipt, for an aggregate purchase price of up to an additional C$19,956,450.00, upon the terms and conditions set forth herein. Unless the context otherwise requires, all references to “Subscription Receipts” in this Agreement shall

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assume the exercise of the Over-Allotment Option and shall include the Purchased Subscription Receipts and the Additional Purchased Subscription Receipts and all references to the Underlying Units shall assume the exercise of the Over-Allotment Option and shall include the Underlying Units issuable upon the exchange of the Additional Purchased Subscription Receipts or the exercise of the Over-Allotment Option, as applicable. The Over-Allotment Option may be exercised at the Underwriters’ sole option and without obligation, in whole or in part, at any time until the earlier of (i) 30 days following the Closing Date, and (ii) the occurrence of a Termination Event (as defined below) by the Underwriters giving notice to the REIT in accordance with Section 10 of this Agreement. The Purchased Subscription Receipts, the Additional Purchased Subscription Receipts and, in lieu of the Additional Purchased Subscription Receipts in the circumstances contemplated herein, the Additional Purchased Underlying Units (as defined below), are collectively referred to as the “ Offered Securities ”. If the Over-Allotment Option is exercised in whole or in part following the Acquisition Closing Time (as defined below), an equal number of Underlying Units (the “ Additional Purchased Underlying Units ”) will be issued at a purchase price equal to the Offer Price per Additional Purchased Underlying Unit in lieu of the Additional Purchased Subscription Receipts.

In consideration of the agreement of the Underwriters to purchase the Purchased Subscription Receipts and, if applicable, the Additional Purchased Subscription Receipts and to offer such Offered Securities to the public, the REIT hereby agrees to pay or cause to be paid to the Underwriters: (a) an aggregate fee of C$5,321,720.00, being a fee equal to 4.0% (exclusive of any applicable taxes) of the aggregate purchase price for the Purchased Subscription Receipts or C$0.466 per Purchased Subscription Receipt; and (b) a fee equal to 4.0% (exclusive of any applicable taxes) of the aggregate purchase price for the Additional Purchased Subscription Receipts (or Additional Purchased Underlying Unit, if applicable) purchased at the Over-Allotment Option Closing Time (together with the fee described in part (a) of this paragraph (the “ Underwriters’ Fee ”)) or C$0.466 per Additional Purchased Subscription Receipt (or Additional Purchased Underlying Unit, if applicable), representing a maximum additional aggregate fee of up to C$798,258.00 in respect of the Over-Allotment Option.

The Underwriters’ Fee will be payable as follows: (a) at the Closing Time, 50% of the Underwriters’ Fee relating to the Purchased Subscription Receipts and, at the Over-Allotment Option Closing Time, 50% of the Underwriters’ Fee relating to the Additional Purchased Subscription Receipts (the “ Closing Payment ”); and (b) upon satisfaction of the escrow release conditions under the Subscription Receipt Agreement, 50% of the Underwriters’ Fee relating to the Offered Securities, as applicable (the “ Deferred Payment ”). If the Acquisition is not completed and the funds held by the Subscription Receipt Agent are returned to the holders of the Subscription Receipts, the Underwriters’ Fee under this Agreement shall consist solely of the Closing Payment. The Deferred Payment, if applicable, shall be paid out of the funds held by the Subscription Receipt Agent pursuant to the terms of the Subscription Receipt Agreement. The funds held in escrow by the Subscription Receipt Agent, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”.

In the event that (i) the Acquisition Closing Time does not occur on or before the Acquisition Deadline (as defined below), (ii) the REIT delivers to the Underwriters and the Subscription Receipt Agent a notice, executed by the REIT, declaring that the Acquisition Agreement (as defined below) has been terminated or that the REIT will not be proceeding with the Acquisition, or (iii) the REIT formally announces to the public by way of a press release that it does not intend to proceed with the Acquisition (each a “ Termination Event ”, and the date upon which such Termination Event occurs, the “ Termination Date ”), holders of Subscription Receipts shall, commencing on the third business day following the Termination Date, be entitled to receive

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from the Subscription Receipt Agent an amount equal to the purchase price per Offered Security multiplied by the number of Offered Securities held by such holder, plus their pro rata share of the Subscription Receipt Interest (as defined below) less any applicable withholding taxes thereon. To the extent the Escrowed Funds are not sufficient to satisfy amounts owing to holders of Subscription Receipts referred to in the preceding sentence following a Termination Event, the REIT will contribute such amounts necessary to satisfy any shortfall.

TERMS AND CONDITIONS

1. Definitions

In this Agreement,

“Acquisition” means the purchase and sale of the Acquisition Properties pursuant to the Acquisition Agreement;

“Acquisition Agreement” means the master purchase agreement among the Vendors, Slate Real Estate Capital L.P., and the REIT dated March 25, 2021 as it relates to the Acquisition Properties;

“Acquisition Closing Date” means the date on which the closing of the Acquisition occurs, but which shall occur no later than the Acquisition Deadline;

“Acquisition Closing Time” means the time on the Acquisition Closing Date on which the Acquisition is completed;

“Acquisition Deadline” means 5:00 p.m. (Toronto time) on September 30, 2021;

“Acquisition Properties” means the portfolio of 25 properties located in New York State, Indiana, Ohio, Georgia, Florida, Texas and California, as further described in the Prospectus Supplement, to be beneficially acquired by the REIT pursuant to the Acquisition Agreement;

“Additional Purchased Subscription Receipts” has the meaning given to that term in the third paragraph of this Agreement;

“Additional Purchased Underlying Units” has the meaning given to that term in the third paragraph of this Agreement;

“ affiliate ”, “ material change ”, “ material fact ” and “ misrepresentation ” have the respective meanings given to them in the Securities Act (Ontario);

“ Agreement ” means this agreement as it may be amended, modified or supplemented from time to time in accordance with its terms;

“ April 2021 Distribution ” has the meaning given to it in Section 18;

“ Auditors ” means Deloitte LLP, the auditors of the REIT;

“ Best of the REIT’s Knowledge ” means to the knowledge of the Chief Executive Officer, Chief Financial Officer or General Counsel of the REIT after due inquiry;

“ BMO ” has the meaning given to it in the first paragraph of this Agreement;

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“ Business ” means, as the context requires, the assets held and the businesses carried on, directly or indirectly, by the REIT Entities, including the management and operation of the Properties and related contracts and liabilities, and following the Acquisition Time, will include the assets to be held and the businesses to be carried on, directly or indirectly, by the REIT Entities, including the management and operation of the Acquisition Properties and related contracts and liabilities;

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

“ Canadian Securities Laws ” means all applicable securities laws in each of the Qualifying Jurisdictions and the respective regulations and rules under such laws together with applicable published policy statements, notices and blanket orders of the Canadian Securities Regulators;

“ Canadian Securities Regulators ” means the applicable securities commissions or similar regulatory authorities in each of the Qualifying Jurisdictions, and “ Canadian Securities Regulator ” means any one of them;

“ Claim ” and “ Claims ” have the meanings given to them in Section 12(a);

“ Closing ” means the completion of the issue and sale by the REIT of the Purchased Subscription Receipts or Offered Securities, as applicable, pursuant to this Agreement;

“ Closing Date ” means March 31, 2021 or such other date as the REIT and the Underwriters may agree upon in writing, but not later than April 7, 2021;

“ Closing Payment ” the meaning given to that term in the fifth paragraph of this Agreement;

“ Closing Time ” means 8:30 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the REIT and the Underwriters may agree;

“ Continuous Disclosure Materials ” means all documents previously published or filed by the REIT with Canadian Securities Regulators pursuant to applicable timely and continuous disclosure requirements of Canadian Securities Laws and includes the Shelf Prospectus;

“ Credit Facilities ” means: (i) the corporate credit facility of the REIT comprised of a term loan component and a revolving component maturing March 21, 2024 and March 25, 2025, respectively; and (ii) the term loan maturing February 9, 2023;

“ Declaration of Trust ” means the fourth amended and restated declaration of trust of the REIT dated August 17, 2020, as it may be further amended from time to time;

“ Deferred Payment ” the meaning given to that term in the fifth paragraph of this Agreement;

“ Distribution ” means “distribution” or “distribution to the public” as those terms are defined under Canadian Securities Laws;

“ Distribution Equivalency Payment ” has the meaning given to it in Section 18.

“ Distribution Period ” means the period commencing on the date hereof and ending on the date of the completion of the Distribution of the Offered Securities;

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“ Environmental Laws ” means all applicable Laws relating to pollution, contamination, protection of the environment, health, safety or natural resources, including those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of hazardous materials;

“Escrowed Funds” has the meaning given to that term in the fifth paragraph of this Agreement;

“ Financial Information ” has the meaning given to it in Section 4(a)(i)D(a);

“ GAAP ” means generally accepted accounting principles in effect from time to time in Canada which, for purposes of publicly traded entities, means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“ GAR B Exchangeable Units ” means class B limited partnership units of U.S. Grocery-Anchored Retail (1B) Limited Partnership;

“ Hazardous Materials ” means any substance, material or waste which is regulated by or with respect to which liability or standards of conduct are imposed under any Environmental Laws, including any substance, material or waste which is defined as “toxic”, “dangerous”, “hazardous”, “pollutant”, “contaminant” or “source of contaminant” under any provision of Environmental Laws including any free product, vapour phase or residual, derivative of such Hazardous Materials;

“ Investor Presentation ” means the template version of the investor presentation in respect of the Offering dated March 25, 2021 and titled “Slate Grocery REIT – US$390 Million Acquisition of High Quality 25 Property U.S. Grocery-Anchored Portfolio”, filed by the REIT with the Canadian Securities Regulators;

“ Indemnified Party ” and “ Indemnified Parties ” have the meanings given to them in Section 12(a);

“ Laws ” means any and all applicable laws, including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or policies or guidelines of (or issued by) governmental body or agency, or certificate, consent, order, permit, approval, consent, waiver, licence, qualification, registration or similar authorization of a governmental body or agency binding on or affecting the person referred to in the context in which the word is used;

“ Lead Underwriters ” has the meaning given to it in the first paragraph ;

“ LP1 Exchangeable Units ” means class B limited partnership units of Slate Grocery One L.P.;

“ LP2 Exchangeable Units ” means class B limited partnership units of Slate Grocery Two L.P.;

“ Management Agreement ” means the Second Amended and Restated Management Agreement made as of August 17, 2020 among the REIT, Slate U.S. Opportunity (No. 1) Holding L.P., Slate U.S. Opportunity (No. 2) Holding L.P., Slate U.S. Opportunity (No. 3) Holding L.P., Slate U.S. Opportunity (No. 4) Holding L.P., GAR U.S. Portfolio L.P. and Slate Asset Management (Canada) L.P.;

“ Manager ” means Slate Asset Management (Canada) L.P.;

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“ March 2021 Distribution ” has the meaning given to it in Section 18;

“ marketing materials ” has the meaning ascribed thereto in NI 41-101;

“ Material Adverse Effect ” means a material adverse effect on the business, affairs, property, liabilities (contingent or otherwise), operating results, capital or prospects of the REIT and its subsidiaries, taken as a whole, and including any fact, event, or change that would result in the Shelf Prospectus, the Prospectus Supplement or any Prospectus Amendment containing a misrepresentation;

“ Material Contracts ” means the Declaration of Trust, the Management Agreement and the Credit Facilities;

“ Money Laundering Laws ” has the meaning given to it in Section 7(pp);

“ NI 41-101 ” means National Instrument 41-101 – General Prospectus Requirements ;

“ Notice ” has the meaning given to it in Section 23;

“ Offer Price ” has the meaning given to it in the first paragraph of this Agreement;

“ Offered Securities ” has the meaning given to it in the third paragraph of this Agreement;

“ Offering ” means the offering of the Offered Securities pursuant to the Prospectus as contemplated by this Agreement;

“ Offering Marketing Materials ” means: (i) the Term Sheet, (ii) the Investor Presentation, and (iii) all other marketing materials that are or would be required to be incorporated by reference into the Prospectus or any Prospectus Amendment (including any template version or limited-use version thereof);

“ Opinion Entities ” has the meaning given to it in Section 9(a)(i);

“ Over-Allotment Expiry Date ” means the date which is 30 days following the Closing Date;

“ Over-Allotment Option ” has the meaning given to that term in the third paragraph of this Agreement;

“ Over-Allotment Option Closing Date ” means the date, which shall be a Business Day, as set out in the Over-Allotment Option Notice or such other date that the REIT and the Underwriters may agree upon in writing;

“ Over-Allotment Option Closing Time ” means 8:30 a.m. (Toronto time) on the Over-Allotment Option Closing Date or such other time on the Over-Allotment Option Closing Date as the REIT and the Underwriters may agree;

“ Over-Allotment Option Notice ” has the meaning given to it in Section 10;

“ Passport System ” means, collectively, the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions ;

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“ Persons ” has the meaning given to it in Section 7(qq);

“ Properties ” means, collectively, the portfolio of 80 income producing properties owned, directly or indirectly, by the REIT;

“ Prospectus ” means the Shelf Prospectus, as supplemented by the Prospectus Supplement, together in each case with all documents incorporated by reference therein, relating to the qualification for Distribution of the Offered Securities under Canadian Securities Laws;

“ Prospectus Amendment ” means collectively, any amendment or supplement to the Shelf Prospectus or the Prospectus Supplement, and any ancillary materials (including the Offering Marketing Materials and other marketing materials (including any template version or limited use version thereof) approved in accordance with Section 3 hereof and provided to a potential investor in connection with the Distribution of the Offered Securities)) that may be filed by or on behalf of the REIT relating to the qualification for Distribution of the Offered Securities under Canadian Securities Laws;

“ Prospectus Supplement ” means the prospectus supplement of the REIT dated March 26, 2021, in both the English and French languages, which, together with the Shelf Prospectus, will qualify the Distribution of the Offered Securities in each of the Qualifying Jurisdictions;

“ Qualifying Jurisdictions ” means all of the provinces and territories of Canada;

“ RBC ” has the meaning given to it in the first paragraph of this Agreement;

“ REIT ” has the meaning given to it in the first paragraph of this Agreement;

“ REIT Entities ” means the REIT and each of the corporations, partnerships and trusts directly or indirectly controlled by the REIT including, without limitation, Slate Grocery Investment GP Inc., Slate Grocery Investment L.P., Slate Grocery GP Inc., Slate Grocery One L.P., Slate Grocery Two L.P., U.S. Grocery-Anchored Retail (1B) Limited Partnership, Slate U.S. Opportunity Holding (GP) LLC, Slate U.S. Opportunity (No. 1) Holding (GP) L.P., Slate U.S. Opportunity (No. 1) Holding L.P., Slate U.S. Holding (GP) LLC, Slate U.S. Opportunity (No. 3) Holding (GP) L.P., Slate U.S. Opportunity (No. 3) Holding L.P., Slate Holding (GP) LLC, Slate U.S. Opportunity (No. 2) Holding (GP) L.P., Slate U.S. Opportunity (No. 2) Holding L.P., Slate Grocery Holding (No.4) GP LLC, Slate Grocery Holding (No.4) L.P., GAR I GP Inc., SRT GP LLC, SRT Windmill L.P., SRTM US GP LLC, SRTM US L.P., SUSO 3 Raystown GP LLC, SUSO U.S. L.P., and SUSO 3 Raytown L.P.;

“ Sanctions ” has the meaning given to it in Section 7(qq);

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval established pursuant to National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR) of the Canadian Securities Administrators;

“ Selling Firms ” has the meaning given to it in Section 2 of this Agreement;

“ Shelf Prospectus ” means the English and French language versions of the short form base shelf prospectus of the REIT dated March 2, 2020, including any documents incorporated by reference therein;

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“ Standard Listing Conditions ” means the conditions imposed by the TSX in its letter granting conditional approval for the listing and posting for trading on the TSX of the Offered Securities and Underlying Units;

“Subscription Receipt Agent” has the meaning given to that term in the second paragraph of this Agreement;

“Subscription Receipt Agreement” has the meaning given to that term in the second paragraph of this Agreement;

“Subscription Receipt Interest” means, in respect of each holder of Subscription Receipts, their pro rata share of interest or other income earned on the investment of the Escrowed Funds from and including the Closing Date, to but excluding the Termination Date and their pro rata share of the interest that would have been earned on the Closing Payment were such fee included in the Escrowed Funds;

“Subscription Receipts” has the meaning given to that term in the third paragraph of this Agreement;

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

“Termination Date” has the meaning given to that term in the sixth paragraph of this Agreement;

“Termination Event” has the meaning given to that term in the sixth paragraph of this Agreement;

“ Term Sheet ” means the template version of the term sheet in respect of the Offering dated March 25, 2021, filed by the REIT with the Canadian Securities Regulators;

“ Trustees ” means the trustees from time to time of the REIT;

“ TSX ” means the Toronto Stock Exchange;

“Underlying Unit” has the meaning given to that term in the second paragraph of this Agreement; “ Underwriter ” and “ Underwriters ” have the meanings given to them in the first paragraph of this Agreement;

“ Underwriters’ Fee ” has the meaning given to it in the fourth paragraph of this Agreement;

“ Unitholder ” means a holder of a Unit;

“ Unit ” means the class U trust units of the REIT, including, for certainty, the Underlying Units;

“ US Securities Act ” has the meaning given to it in Section 2; and

“Vendors” means, the vendors pursuant to the Acquisition Agreement, including, among others, the institutional owner of the Acquisition Properties.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to

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“paragraph” and “Section” (unless otherwise indicated) are to the appropriate paragraphs and sections of this Agreement.

2. Distribution of the Offered Securities

The Underwriters may offer the Offered Securities for sale in the Qualifying Jurisdictions to the public, directly and through other investment dealers and brokers (the Underwriters, together with such other investment dealers and brokers, are referred to herein as the “ Selling Firms ”), only as permitted by Canadian Securities Laws, upon the terms and conditions set forth in the Prospectus and in this Agreement.

The Underwriters propose to offer the Purchased Subscription Receipts initially at the Offer Price. After a reasonable effort has been made to sell all of the Purchased Subscription Receipts at the Offer Price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Purchased Subscription Receipts are offered to an amount not greater than the Offer Price.

The Underwriters will not solicit offers to purchase or sell the Offered Securities so as to require registration of the Subscription Receipts or Units, if any, or the filing of a prospectus, registration statement or other similar document with respect thereto under the laws of any jurisdiction other than the Qualifying Jurisdictions.

Each of the Underwriters understands that the Offered Securities are not being registered under the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”), and it has not offered or sold and agrees that it will not offer, sell or deliver at any time, directly or indirectly, in the United States (which term, as used herein, includes its territories or possessions) or to or for the account of any person who it knows or has reason to believe is a United States national or resident thereof, any of the Offered Securities. Each of the Underwriters further agrees that it will require any dealer who purchases from it or effects sales of any of the Offered Securities (whether as a Selling Firm or otherwise) to comply with this requirement.

Each of the Underwriters agrees to sell the Offered Securities only in the Qualifying Jurisdictions and in those other jurisdictions where Offered Securities may be lawfully sold (in a manner consistent with the terms of this Agreement) and in accordance with, and in a manner permitted by, the laws of each jurisdiction in which such Offered Securities are sold and to require each Selling Firm to agree with the Underwriters to so sell such Offered Securities. Each of the Underwriters further agrees, subject to receipt of the same from the REIT, to send a copy of all Prospectus Amendments to all persons to whom copies of the Prospectus are sent and to require each Selling Firm to agree with the Underwriters to distribute such Prospectus Amendments in the manner stipulated.

For purposes of this Section, the Underwriters shall be entitled to assume that the Offered Securities are qualified for Distribution in any province or territory within the Qualifying Jurisdictions unless the Underwriters receive notice to the contrary from the REIT or the applicable Canadian Securities Regulator.

The obligations of the Underwriters set out herein are several and not joint. An Underwriter will not be liable hereunder with respect to any act, omission or conduct of any other Underwriter or any Selling Firm appointed by another Underwriter under this Agreement.

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The REIT shall co-operate in all reasonable respects with the Underwriters to allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement and any Prospectus Amendment. Throughout the Distribution Period, the REIT and the Manager shall allow the Underwriters and their counsel to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfil the Underwriters’ obligations as underwriters and to enable the Underwriters to execute any certificate required to be executed by the Underwriters in the Prospectus Supplement and any Prospectus Amendment (as further described in Section 5).

3. Compliance with Canadian Securities Laws

Each of the Underwriters shall, when effecting sales of the Offered Securities comply with the provisions of Canadian Securities Laws and this Agreement and shall cause their Selling Firms to so comply. For greater certainty, the Underwriters shall deliver copies of the Prospectus or any Prospectus Amendment, as applicable, to purchasers in compliance with Canadian Securities Laws. Each of the Underwriters hereby severally represents, warrants and covenants and will require each Selling Firm to represent, warrant and covenant to the Underwriters that: (a) other than the Prospectus and the Offering Marketing Materials, it has not provided, and will not without the prior written approval of the REIT and the Lead Underwriters provide, any information in respect of the Offered Securities to any potential investors including, without limitation: (i) marketing materials in respect of the Offered Securities; or (ii) a standard term sheet in respect of the Offered Securities; and (b) it will provide a copy of the Prospectus and any Prospectus Amendment that has been filed with any marketing materials (including the Offering Marketing Materials) that are provided to a potential investor.

The REIT shall fulfil and comply with, to the satisfaction of the Underwriters, acting reasonably, the Canadian Securities Laws required to be fulfilled or complied with by the REIT to qualify the Offered Securities for Distribution in the Qualifying Jurisdictions through the Underwriters or any Selling Firm duly registered in the appropriate category under, and who complies with, the applicable Canadian Securities Laws of the Qualifying Jurisdictions. All legal requirements to enable the Distribution of the Offered Securities shall be fulfilled as soon as practicable.

The REIT will, as soon as reasonably possible following the execution of this Agreement and in any event on or prior to March 26, 2021, prepare and file the Prospectus Supplement with the Canadian Securities Regulators in each of the Qualifying Jurisdictions in compliance with the Canadian Securities Laws and will take all other steps and proceedings that may be necessary in order to qualify the Offered Securities for Distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Securities in each of the Qualifying Jurisdictions under the Canadian Securities Laws and who comply with such Canadian Securities Laws.

Until the Distribution of the Offered Securities has been completed, the REIT will promptly take, or cause to be taken, all additional steps and proceedings that are in its power to take or cause to be taken and which may from time to time be required under the Canadian Securities Laws to continue to qualify the Distribution of the Offered Securities in the Qualifying Jurisdictions or, if the Offered Securities have, for any reason, ceased to so qualify, to again qualify the Offered Securities, as applicable, for Distribution in each of the Qualifying Jurisdictions.

As soon as is reasonably practicable after the end of the Distribution Period, the Lead Underwriters for and on behalf of the Underwriters, shall provide the REIT with a written breakdown of sales of Offered Securities in each of the Qualifying Jurisdictions.

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4. (a) Deliveries on Filing

The REIT will be responsible for and will cause to be delivered to the Underwriters, without charge:

• (i) contemporaneously with or prior to, the filing of the Prospectus Supplement, unless otherwise indicated:

• A. a copy of the Shelf Prospectus and the Prospectus Supplement in both the English and French languages;

• B. a copy of any other document required to be filed by the REIT under the Canadian Securities Laws in connection with the Offering;

• C. evidence satisfactory to the Underwriters that the REIT has applied to the TSX for the approval of the listing and posting for trading on the TSX of the Offered Securities and Underlying Units;

• D. a “long-form” comfort letter of the Auditors dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters and their counsel and addressed to the Underwriters and the Trustees, based on a review completed not more than two Business Days prior to the date of the letter, verifying certain financial and accounting information relating to the REIT and the Business and the Acquisition in the Prospectus, including:

  • (a) relating to the verification of the financial information and statistical and accounting data (other than industry data derived from industry sources) (collectively, the “ Financial Information ”) contained in the Prospectus, including without limitation certain financial and accounting information relating to the REIT, and matters involving changes or developments since the respective dates as of which such Financial Information is given in the Prospectus, as the case may be; and

  • (b) to the effect that the Auditors are independent public accountants as required by Canadian Securities Laws,

which letter will be in addition to the consent or comfort letters addressed by the Auditors to the Canadian Securities Regulators in the Qualifying Jurisdictions or contained in the Prospectus;

• (ii) an opinion of Québec counsel to the REIT in form and substance satisfactory to the Underwriters and their counsel and addressed to the Underwriters, the Trustees and their respective counsel, to the effect that the French language version of the Prospectus, other than the Financial Information, is in all material respects complete and a proper translation of the English language version thereof;

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• (iii) an opinion of the Auditors, in form and substance satisfactory to the Underwriters and addressed to the Underwriters, the Trustees and their respective counsel, to the effect that the French language version of the Financial Information is in all material respects a complete and proper translation of the English language version thereof;

• (iv) a certificate of the REIT dated the date of the Prospectus Supplement stating that the REIT will meet the requirements of a mutual fund trust under the Tax Act, and that the REIT does not own any “non-portfolio property” (as defined in the Tax Act) and has no current intention to acquire any “nonportfolio property”; and

• (v) opinions, comfort letters and other documents substantially similar to those referred to in this Section 4(a) will be delivered to the Underwriters, the Trustees and their respective counsel with respect to any supplementary material filed by the REIT concurrently with the filing of such material with the Canadian Securities Regulators.

(b) Representations as to Prospectus and Prospectus Amendments

Delivery of the Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment to the Underwriters shall constitute the REIT’s representation and warranty to the Underwriters that, as at the date of the Shelf Prospectus, the Prospectus Supplement or Prospectus Amendment, as the case may be, (i) all information and statements (except information and statements relating solely to and provided in writing by the Underwriters), contained in the Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendments are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the REIT, the Offered Securities and the Underlying Units; (ii) no material fact or information has been omitted from such disclosure (except for omissions in respect of facts or information relating solely to and provided in writing by the Underwriters) which is required to be stated in such disclosure or is necessary to make the information contained in such disclosure not misleading in light of the circumstances under which it was made; and (iii) such documents comply in all material respects with the requirements of the Canadian Securities Laws. Such deliveries shall also constitute the REIT’s consent to the use by the Underwriters and any Selling Firm of the Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment in connection with the Distribution of the Offered Securities in the Qualifying Jurisdictions in compliance with this Agreement and the Canadian Securities Laws.

(c) Commercial Copies

The REIT shall cause commercial copies of the Prospectus in the English and French languages to be delivered to the Underwriters without charge, in such numbers and in such cities as the Underwriters may reasonably request by oral or written instructions to the printer of the Prospectus given forthwith after the Prospectus Supplement has been filed. Such delivery shall be effected as soon as possible and, in any event, on or before the date which is two Business Days (or such later day as the Underwriters and the REIT may agree upon) after the date on which the Prospectus Supplement has been filed. The REIT shall similarly cause to be delivered commercial copies of any Prospectus Amendment. The commercial copies of the Prospectus and any Prospectus Amendment shall be identical in content to the electronically transmitted versions thereof filed with Canadian Securities Regulators pursuant to SEDAR.

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5. Material Change During Distribution

During the Distribution Period, the REIT shall promptly notify the Underwriters in writing

of:

• (a) any change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the REIT Entities, including any material change in the Acquisition or the Acquisition Properties;

• (b) any fact that has arisen or has been discovered and that would have been required to have been disclosed in the Shelf Prospectus, the Prospectus Supplement or a Prospectus Amendment had that fact arisen or been discovered on or prior to the date of the Prospectus or any Prospectus Amendment; or

• (c) any change in any fact or matter covered by a statement contained in the Shelf Prospectus, the Prospectus Supplement or any Prospectus Amendment;

which change or fact is, or may be, of such a nature as to render the Shelf Prospectus, the Prospectus Supplement or any Prospectus Amendment misleading or untrue in any material respect or would result in any of such documents containing a misrepresentation, as defined under Canadian Securities Laws, or which would result in any of such documents not complying in any material respect with any of the Canadian Securities Laws or which change would reasonably be excepted to have a significant effect on the market price or value of the Offered Securities or the Units.

During the Distribution Period, the Manager shall promptly, and in any event within any applicable statutory time limitation, comply, to the reasonable satisfaction of the Underwriters, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such material fact or change; provided that the REIT shall not, subject to the REIT complying with the requirements of applicable Canadian Securities Laws, file any Prospectus Amendment or other document without first obtaining the approval of the Underwriters (such approval not to be unreasonably withheld or delayed), after consultation with the Underwriters with respect to the form and content thereof. The REIT shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 5 as soon as practicable, and in any event, prior to making any filing.

During the Distribution Period, the Manager shall advise the Underwriters promptly, and forthwith provide the Underwriters with copies, of any written communications issued by any securities regulatory authority (a) suspending or preventing the use of the Shelf Prospectus, the Prospectus Supplement or a Prospectus Amendment or any cease-trading or stop order or any halt in trading relating to the Units or the institution or threat of any proceedings for that purpose; or (b) otherwise relating to the Shelf Prospectus, the Prospectus Supplement or the Offering.

The REIT shall use its commercially reasonable efforts to prevent the issuance of any such cease-trading or stop order and, if issued, shall forthwith take all commercially reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as possible.

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The REIT will not agree, and will cause the other REIT Entities not to agree, to (i) any change of more than US$20 million to the aggregate purchase price for the Acquisition Properties as set forth in the Acquisition Agreement, (ii) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Acquisition Agreement, (iii) any changes to, or waivers of, any material condition to the closing of the Acquisition as set forth in the Acquisition Agreement or (iv) any material changes to the terms of the Acquisition to the extent such terms are described in the Prospectus Supplement, in each case, without the consent of the Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed.

The REIT shall deliver promptly to the Underwriters signed and certified copies of all Prospectus Amendments and the Underwriters agree to provide the same to each person who has received a Prospectus. Concurrently with the filing of any Prospectus Amendment or as soon as possible thereafter, the REIT shall deliver to counsel to the Underwriters for and on behalf of the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Section 4(a).

6. Change in Canadian Securities Laws

If during the Distribution Period there shall be any change in the Canadian Securities Laws which, in the opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of a Prospectus Amendment, the REIT shall promptly prepare and file such Prospectus Amendment to the reasonable satisfaction of the Underwriters, with the Canadian Securities Regulators where such filing is required; provided that the REIT shall not file any Prospectus Amendment or other document without first obtaining the approval of the Underwriters with respect to the form and content thereof, such approval not to be unreasonably withheld or delayed, subject to the REIT complying with the requirements of applicable Canadian Securities Laws.

7. Covenants, Representations and Warranties of the REIT

The REIT hereby covenants, represents and warrants as follows to each of the Underwriters and acknowledges that each of the Underwriters is relying upon such representations, warranties and covenants in connection with its execution and delivery of this Agreement:

• (a) the REIT is, and will be at the Closing Time, a validly existing trust established under the laws of the Province of Ontario, and, pursuant to the Declaration of Trust has and will at the Closing Time have all requisite power, capacity and authority to own or lease and to manage its Properties and assets to own other investments and to conduct the Business, as contemplated in the Prospectus;

• (b) each of the REIT Entities (other than the REIT) is, or will be at the Closing Time, a corporation, limited partnership or limited liability company, as applicable, validly existing under the laws of its jurisdiction of establishment and has, or will at the Closing Time have, all requisite power and authority to carry on its business as conducted and as proposed to be conducted, as applicable, and to own or lease and to manage its properties and assets and to conduct the Business;

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• (c) the REIT Entities comprise all entities which, at the Closing Time, will own or have contractual rights to use the assets used in carrying on the activities and Business of the REIT, or will otherwise operate the Business;

• (d) each of the REIT Entities has conducted and is conducting its Business: (i) in compliance with the terms and provisions of its constating and organizational documents, and (ii) in compliance in all material respects with all applicable Laws and is duly licensed, registered or qualified in all jurisdictions in which it carries on or will carry on the Business to enable the Business to be conducted and to enable its assets to be owned or to be leased and to be operated except where the failure to satisfy any such requirement would not have a Material Adverse Effect;

• (e) the Trustees have been duly appointed as trustees of the REIT in accordance with the Declaration of Trust;

• (f) the REIT (pursuant to the Declaration of Trust) has all requisite power and authority, and on or before Closing Time, will have taken all actions required, to: (i) enter into this Agreement and the Subscription Receipt Agreement; (ii) to carry out all of the terms and provisions of this Agreement and any related agreement or instrument; (iii) create, issue, sell and deliver the Offered Securities and to issue and deliver the Underlying Units in accordance with the provisions of this Agreement and the Subscription Receipt Agreement, as applicable; and (iv) to carry out the transactions as and to the extent described in the Prospectus;

• (g) except where such breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the REIT Entities is not in breach or violation of any of the terms or provisions of, or in default under (whether after notice or lapse of time or both): (i) any of the Material Contracts to which it is a party; (ii) any indenture, mortgage, deed of trust, loan agreement or other agreement (written or oral) or instrument to which it is a party or by which it is bound or to which any of its property or assets is subject; (iii) its constating documents (the Declaration of Trust in the case of the REIT); or (iv) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties;

• (h) the Acquisition and the entry into of the Acquisition Agreement by the REIT have been, or will be prior to the Closing Time, authorized by all necessary action of all REIT Entities;

• (i) the REIT is not aware of any facts or circumstances that would cause it to believe that the transactions contemplated under the heading “The Acquisition” in the Prospectus Supplement will not close on or before September 30, 2021 substantially in accordance with the terms of the Acquisition Agreement and the disclosure set forth in the Prospectus Supplement;

• (j) the representations and warranties of the REIT in the Acquisition Agreement are true and correct in all material respects, or in all respects if already qualified by materiality as of the date hereof, unless such a representation or warranty was provided as of a particular date, in which case it shall have been true and correct in all material respects, or in all respects if already qualified by materiality, as of such date;

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• (k) to the Best of the REIT’s Knowledge, the representations and warranties of each of the Vendors provided in the Acquisition Agreement are true and correct in all material respects, or in all respects if already qualified by materiality as of the date hereof, unless such a representation or warranty was provided as of a particular date, in which case it shall have been true and correct in all material respects, or in all respects if already qualified by materiality, as of such date;

• (l) the Acquisition Agreement has not been terminated or amended nor have any terms and conditions thereof been waived, in each case in a manner that would be materially adverse to the terms and conditions upon which the REIT is effecting the Acquisition;

• (m) the Acquisition Agreement is a valid and subsisting agreement in full force and effect, enforceable in accordance with its terms except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity where equitable remedies are sought;

• (n) there are no legal or governmental actions, proceedings or investigations in existence to which any of the REIT Entities is a party or to which the property of any of the REIT Entities is subject or, to the Best of the REIT’s Knowledge, contemplated or threatened against the REIT Entities, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which (i) could have a Material Adverse Effect on the Business or any of the Properties or the Acquisition Properties, or (ii) questions the validity of the creation, issuance, sale or delivery of the Offered Securities or the Underlying Units or the validity of any action taken or to be taken by the REIT Entities pursuant to or in connection with this Agreement, the Subscription Receipt Agreement or the Acquisition Agreement;

• (o) this Agreement and each Material Contract to which any of the REIT Entities is a party has been executed and delivered by them, respectively, and constitute legal, valid and binding obligations of them, respectively, enforceable against them in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, and except as limited by the application of equitable principles when equitable remedies are sought and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

• (p) none of the REIT Entities has received notice from any governmental or regulatory authority of any jurisdiction in which it carries on a material part of its business, or owns or leases any material property, of any restriction on the ability of the REIT Entities to, or of a requirement for the REIT Entities to qualify to, nor is the REIT otherwise aware of any restriction on the ability of the REIT Entities to, or of a requirement for them to qualify to, conduct their businesses or activities, as the case may be, as described in the Prospectus in such jurisdiction, except such qualifications as have been or will on or before the Closing Date be satisfied;

• (q) that (i) the execution and delivery of this Agreement, the Subscription Receipt Agreement or the Acquisition Agreement and any related document or instrument

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to be executed and delivered by the REIT Entities pursuant hereto or thereto; (ii) the performance and compliance with the terms of this Agreement, the Subscription Receipt Agreement or the Acquisition Agreement and any related document or instrument to be executed and delivered by any of the REIT Entities pursuant hereto or thereto; (iii) the creation, issue, sale and delivery of the Offered Securities and the Underlying Units by the REIT pursuant to this Agreement and the Subscription Receipt Agreement, as applicable; (iv) the use of proceeds of the Offering as described in the Prospectus Supplement; and (v) the performance or the consummation of the transactions contemplated in this Agreement, the Subscription Receipt Agreement or the Acquisition Agreement and any other related document or instrument to which any REIT Entity is a party do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), any of the Material Contracts to which it is a party or any material indenture, mortgage, deed of trust, loan agreement, lease or other agreement (written or oral) or instrument to which the REIT is a party or by which any of them is bound or to which any of their property or assets is subject, nor will such action conflict with or result in any violation of the provisions of the constating documents (the Declaration of Trust in the case of the REIT) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over them or any of their properties;

• (r) the REIT will apply the net proceeds from the Offering in accordance with the description set forth in the Prospectus Supplement under the heading “Use of Proceeds”;

• (s) other than as may be required by, and as have or will have been obtained prior to Closing under Canadian Securities Laws, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required by the REIT for the performance of its obligations under this Agreement or the Subscription Receipt Agreement, any related agreement or instrument, or the creation, issue, sale and delivery of the Offered Securities and Underlying Units as contemplated in this Agreement and the Subscription Receipt Agreement, or the consummation by the REIT of the transactions contemplated in this Agreement or the Subscription Receipt Agreement or any related agreement or instrument;

• (t) the Offered Securities and Underlying Units have been authorized for issuance and, when issued in accordance with the terms of the Declaration of Trust, this Agreement, and the Subscription Receipt Agreement, as applicable, the Offered Securities will be validly issued and outstanding as fully paid securities of the REIT;

• (u) at the Closing Time, the Underlying Units will be duly and validly authorized, allotted and reserved for issuance in accordance with the Subscription Receipt Agreement and, upon their issuance in accordance with the terms of the Subscription Receipt Agreement, the Underlying Units will be validly issued and outstanding as fully paid and non-assessable Units;

• (v) the Offered Securities to be issued at Closing and the Underlying Units shall, at the Closing Date, have the attributes and characteristics and shall conform in all material respects with the description thereof contained in the Prospectus;

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• (w) except with respect to the holders of class A units of the REIT, class I units of the REIT, GAR B Exchangeable Units, LP1 Exchangeable Units and LP2 Exchangeable Units, or as disclosed in the Prospectus, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of any securities of the REIT from or by the REIT and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any securities of the REIT, are outstanding;

• (x) the ownership structure of the REIT Entities is as set out in the Prospectus and all securities of the REIT Entities (other than the Units, the class A trust units of the REIT, the class I trust units of the REIT, the special voting units of the REIT, the GAR B Exchangeable Units, LP1 Exchangeable Units and the LP2 Exchangeable Units) are held by their respective holders free and clear of all liens, charges, encumbrances and any other rights of others other than charges to secure indebtedness under the Credit Facilities, mortgages or tax incentive financing notes;

• (y) the distribution of the Offered Securities and the Underlying Units is not subject to the pre-emptive rights of any unitholder of the REIT;

• (z) the trust records, corporate books and minute books of each of the REIT Entities contain complete and accurate in all material respects minutes of all meetings of trustees, directors and committees thereof and shareholders and unitholders, as applicable, held since their respective dates of formation or incorporation, and all such meetings were duly called and held and the unit or share certificate books, registers of unitholders and shareholders, registers of transfers and registers of trustees and directors of the REIT Entities are complete and accurate;

• (aa) there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the auditors of any of the REIT Entities (or any predecessor entities thereto) within the last three years;

• (bb) the Financial Information included in the Prospectus has been prepared in accordance with GAAP applied on a consistent basis and in accordance with the Canadian Securities Laws and presents fairly and accurately the financial condition and position, results of operations, cash flows and all of the assets and liabilities of the REIT Entities and the Properties and the REIT is not aware of any fact or circumstance which would render the Financial Information incorrect;

• (cc) the Auditors, who reported on the Financial Information included in the Prospectus, are independent with respect to the REIT, as required by applicable Canadian Securities Laws;

• (dd) except as disclosed in the Prospectus, none of the trustees, directors, officers or employees of any of the REIT Entities or the Manager, or any associate or affiliate of any of the foregoing, has any interest, direct or indirect, in any transaction or any proposed transaction with any of the REIT Entities which materially affects, is material to or could materially affect the REIT Entities or the Business;

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• (ee) insurance coverage against such risks and in such amounts as are reasonable for prudent owners of businesses similar to the Business has been arranged by the REIT with responsible insurers and such coverage is in full force and effect and, for the Acquisition Properties, are in full force and effect and will be in full force and effect at immediately following the Acquisition Closing Time; none of the REIT Entities is in default with respect to any of the provisions contained in such policies of insurance or has failed to give any notice or pay any premium or present any claim under any such insurance policy, except for any such default or failure that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

• (ff) except as disclosed in the Prospectus, the REIT is, and with respect to the Acquisition Properties at the Acquisition Closing Time will be, directly or indirectly, the sole beneficial owner of the Business and the assets necessary to conduct the Business including, for greater certainty, the Properties and the Acquisition Properties, and, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, any and all contracts pursuant to which the REIT carries on, or will carry on following the Acquisition Closing Time, directly or indirectly, the Business will be as at the Closing Time valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity; none of the REIT Entities is, or immediately following the Acquisition Closing Time, will be, in default of any of the provisions of any such agreements, where such default may be material to its ability to maintain its or their beneficial ownership or its or their interests in such assets or which would reasonably be expected to have a Material Adverse Effect upon any such assets or upon the operation of the Business, nor has any such default been alleged to the Best of the REIT’s Knowledge; all contracts, including leases, are, and immediately following the Acquisition Closing Time will be, in good standing and there has been, and immediately following the Acquisition Closing Time there will be, no material default under any such agreements (except for minor and temporary arrears and other similar temporary defaults which occur in the ordinary course of business and/or do not in the aggregate have a Material Adverse Effect on the value of any of the Properties or Acquisition Properties) and all realty, property or other taxes required to be paid with respect to such assets to the date hereof have been paid except for such taxes that are being contested in good faith and for which adequate reserves have been recorded in the books of the relevant entity and reflected in the Financial Information;

• (gg) the REIT Entities have good and marketable title in fee simple to each of the Properties other than the Acquisition Properties and immediately following the Acquisition Closing Time the REIT Entities will have good and marketable title in fee simple to the Acquisition Properties, subject only to encumbrances disclosed in the Prospectus or that do not materially and adversely affect the value, use or operation of the Properties. Other than rights of first refusal held by tenants pursuant to leases in respect of the Properties, no person has any contract or any right or privilege capable of becoming a contract to purchase any property from the REIT Entities;

• (hh) none of the REIT Entities has any employees;

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• (ii) except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (A) the Business and the operations of the REIT Entities relating to the Properties have been conducted at all times in material compliance with all Environmental Laws, and (B) to the Best of the REIT’s Knowledge, there are no facts relating to the Properties or the Acquisition Properties which are likely to give rise to a violation of Environmental Laws. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the REIT is not aware of any fact that would require any of the REIT Entities to make future capital expenditures to conduct corrective action or remediation of any Hazardous Materials or comply with future Environmental Laws;

• (jj) none of the REIT Entities has received any written notice alleging in any manner that any of them is responsible, or potentially responsible, for any release of Hazardous Materials, any penalties or liabilities arising under any Environmental Laws or any violation of Environmental Laws, in each case relating to any of the Properties or the Acquisition Properties except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

• (kk) other than as disclosed in the Prospectus or as disclosed in writing to the Underwriters, none of the REIT Entities nor any agents acting on their behalf have entered into any firm agreement in respect of the purchase of any property where the likelihood of the REIT completing the purchase of the property is high, or any agreement in respect of the sale, transfer or other disposition of any property currently owned, directly or indirectly, by any of the REIT Entities, whether by asset sale, transfer of shares, or otherwise;

• (ll) the Continuous Disclosure Materials contain no untrue statement of a material fact as at the respective dates thereof and do not omit to state a material fact which, at the respective dates thereof, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and in compliance with Canadian Securities Laws in all material respects;

• (mm) since January 1, 2019, no acquisitions have been completed by the REIT Entities that are “significant acquisitions” for which the REIT is required to file a “business acquisition report” (as such terms are defined in National Instrument 51-102 – Continuous Disclosure Obligations ) and none of REIT Entities is a party to any contract or agreement with respect to any transaction, including, for greater certainty the Acquisition Agreement, that would constitute a “proposed acquisition” in each case that would require disclosure in the Prospectus Supplement in accordance with Item 10 of Form 44-101 F1 – Short Form Prospectus ;

• (nn) there are no business relationships, related party transactions or off-balance sheet transactions or any other non-arm’s length transactions involving the REIT Entities that are required to be disclosed that have not been described in the Prospectus;

• (oo) none of the REIT Entities nor any trustee, officer, employee or affiliate, nor, to the Best of the REIT’s Knowledge, any agent or representative of the REIT Entities or any of their affiliates has taken, or will take, any action, in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of

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money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage in any case in violation of any applicable law; and the REIT Entities and their respective affiliates have conducted their businesses in material compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;

• (pp) the operations of the REIT Entities are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the applicable anti-money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any court or Governmental Body, authority or body or any arbitrator involving the REIT with respect to the Money Laundering Laws is pending or, to the Best of the REIT’s Knowledge, threatened, except as disclosed in the Prospectus;

• (qq) none of the REIT Entities or, to Best of the REIT’s Knowledge, any trustee, director officer, agent, employee, affiliate or representative of the REIT Entities is an individual or entity (“ Person ”) that is, or is owned or controlled by a Person that is, the subject of any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ Sanctions ”), or located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Libya and Syria); and, subject to applicable Canadian laws relating to Cuba, each of the REIT Entities will not, directly or indirectly, use the proceeds of the offering of Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any activities of or business with any Person, or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or in a manner that will result in a violation of Sanctions by any Person (including any Person involved in or facilitating the offering of the Offered Securities, whether as underwriter, advisor, investor or otherwise); none of the REIT Entities currently conducts business in Cuba or has any plans to conduct business in Cuba;

• (rr) except as will be disclosed in the Prospectus, or any amendment thereof: (i) the REIT Entities have, on a timely basis, filed all necessary tax returns and notices and has paid or made provision for all applicable taxes of whatever nature for all tax years to the date hereof to the extent such taxes have become due or have been alleged to be due, except to the extent that the failure to do any of the foregoing would not be expected to have a Material Adverse Effect; and (ii) the REIT is not aware of any material tax deficiencies or material interest or penalties accrued or accruing or alleged to be accrued or accruing, thereon with respect to any REIT Entity which have not otherwise been provided for by the REIT, except

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to the extent that any such deficiency, interest or penalty would not be expected to have a Material Adverse Effect;

• (ss) that the REIT is authorized to issue an unlimited number of Units, class A trust units, class I trust units and special voting units of which there are outstanding 46,916,435 Units, 152,743 class A units, 282,219 class I units and 132,561 special voting units, which in each case have been validly issued and outstanding as fully paid;

• (tt) other than as set forth in the Prospectus, there is no agreement in force or effect which in any manner affects or will affect the voting control of any of the securities of any of the REIT Entities;

• (uu) the REIT is a “unit trust” and a “mutual fund trust”, in each case within the meaning given in the Tax Act;

• (vv) the REIT does not currently own and has no current intention to acquire, and no Partnership currently owns nor has a current intention to acquire, any “non-portfolio property” within the meaning given in the Tax Act;

• (ww) TSX Trust Company, at its principal offices in Toronto, Ontario has been duly appointed as the registrar and transfer agent for the Units;

• (xx) TSX Trust Company will, at the Closing Time, have been duly appointed as (i) the registrar and transfer agent of the REIT with respect to the Offered Securities and (ii) subscription receipt agent under the Subscription Receipt Agreement;

• (yy) the form and terms of the Offered Securities have been approved and adopted by the trustees of the REIT and comply with all legal requirements, including Canadian Securities Laws and the by-laws, rules and regulations of the TSX, and do not conflict with the Declaration of Trust;

• (zz) the terms and conditions of the Offering comply in all material respects with Canadian Securities Laws, except to the extent that exemptions therefrom have been obtained from the Canadian Securities Regulators;

• (aaa) the REIT is a reporting issuer or the equivalent not in default under the Canadian Securities Laws in each of the Qualifying Jurisdictions where such concept exists;

• (bbb) the REIT has prepared and filed with the Ontario Securities Commission and the other Canadian Securities Regulators in accordance with National Instrument 44101 – Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions , the Shelf Prospectus and has obtained from the Ontario Securities Commission, as the principal regulator, receipts, in accordance with the Passport System, representing the deemed receipt of each of the Canadian Securities Regulators, other than the Ontario Securities Commission, and evidencing the receipt of the Ontario Securities Commission, for the Shelf Prospectus;

• (ccc) the aggregate offering amount of all securities issued or sold pursuant to the Shelf Prospectus does not, and upon completion of the Offering will not, exceed US$750,000,000, being the maximum allowable amount thereunder;

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• (ddd) there are no outstanding claims, actions, suits, litigation, arbitration, investigations or proceedings, whether or not purportedly on behalf of the REIT Entities or, to the Best of the REIT’s Knowledge, proposed or threatened against any of the REIT Entities which, if determined adversely to the REIT Entities could result in the revocation, cancellation or suspension of any of the REIT Entities’ licences or qualifications to carry on its activities or could have a Material Adverse Effect on the Business or any of the Properties or Acquisition Properties or which may restrict or prohibit the ability of the REIT Entities to perform their respective obligations hereunder;

• (eee) with the exception of the Material Contracts, there are no other material contracts of or pertaining to the REIT Entities, the Properties or the Business, taken as a whole, and except as disclosed in the Prospectus, the Material Contracts have not been amended, supplemented, restated or replaced;

• (fff) except as has been disclosed in the Prospectus: (i) there are no material facts or material changes (within the meaning of Canadian Securities Laws) relating to the REIT Entities, or the Business, which are required to be disclosed under applicable securities laws but have not been publicly disclosed in the Continuous Disclosure Materials; (ii) no confidential material change report has been filed that remains confidential at the date hereof; and (iii) the REIT has filed all documents required to be filed by it under Canadian Securities Laws;

• (ggg) the issued and outstanding Units are listed and posted for trading on the TSX;

• (hhh) no Canadian Securities Regulator has issued any order having the effect of suspending or ceasing the trading of the Units;

• (iii) except as mandated by an applicable governmental authority, which mandates have not materially affected the REIT, as at the date of this Agreement, and except as disclosed in the Prospectus, there has been no material suspension of the operations of the REIT Entities as a result of the COVID-19 outbreak;

• (jjj) the REIT will, prior to the Closing Date, use its best efforts to cause the TSX to conditionally approve the listing of the Offered Securities and the Underlying Units pursuant to the applicable by-laws, rules or regulations of the TSX, subject only to the Standard Listing Conditions; and

• (kkk) other than pursuant to this Agreement, the REIT is not a party to any contract, agreement or understanding with any person that would give rise to a valid claim against the REIT or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the Offering.

8. Delivery of Purchase Price, Underwriters’ Fee and Certificate

The purchase and sale of the Offered Securities shall be completed at the offices of McCarthy Tétrault LLP, in the City of Toronto at the Closing Time or the Over-Allotment Option Closing Time, if applicable. The delivery of the Offered Securities is to be made to BMO on behalf of the Underwriters, for the purchasers at the Closing Time or the Over-Allotment Option Closing Time, if applicable,

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in electronic or certificated form as directed by BMO (on behalf of the Underwriters), in each case registered in the name of “CDS & Co.” or such other name or names as directed by BMO (on behalf of the Underwriters) against payment to the REIT of the purchase price therefor by wire transfer.

At the Closing Time, or the Over-Allotment Option Closing Time, if applicable, the Underwriters will deliver to the Subscription Receipt Agent a wire transfer, for the aggregate purchase price for the Offered Securities, net of the Closing Payment.

The obligations of the Underwriters to complete the Closing and the closing of the OverAllotment Option, if applicable, shall be subject to the condition that all applicable periods during which purchasers may withdraw subscriptions under Canadian Securities Laws shall have expired and the conditions set out in Section 9 or Section 10 hereof, as applicable, shall have been satisfied.

9. Closing Conditions

The Underwriters’ obligations hereunder shall be subject to the accuracy of the covenants, representations and warranties of the REIT contained in this Agreement as of the date of this Agreement and as of the Closing Time, the performance by the REIT of its obligations under this Agreement, and the following conditions:

• (a) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and counsel to the Underwriters from McCarthy Tétrault LLP, as to the laws of Canada and the Qualifying Jurisdictions and from Hodgson Russ LLP, as to the laws of the United States, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper and as to matters of fact, on certificates of the Auditors, public officials and officers of the Manager and correspondence between or from public officials with respect to the following matters:

• (i) as to the incorporation or formation and existence of the REIT, Slate Grocery Investment L.P, Slate Grocery Investment GP Inc., Slate Grocery GP Inc., Slate Grocery One L.P., Slate Grocery Two L.P., Slate U.S. Opportunity (No. 1) Holding (GP) L.P., Slate U.S. Opportunity (No. 1) Holding L.P., Slate U.S. Opportunity (No. 2) Holding (GP) L.P., Slate U.S. Opportunity (No. 2) Holding L.P., Slate U.S. Opportunity (No. 3) Holding GP L.P., Slate U.S. Opportunity (No. 3) Holding L.P., Slate Grocery Holding (No.4) GP LLC, Slate Grocery Holding (No.4) L.P., GAR I GP Inc., U.S. Grocery-Anchored Retail (1B) Limited Partnership, Slate US Holding (GP) LLC, SRTM US GP LLC, and SRTM US L.P. (collectively, the “ Opinion Entities ”) under the laws of their respective governing jurisdictions, and the power and capacity of the Opinion Entities to carry on their respective businesses or activities, as the case may be, as described in the Prospectus and to enter into and to carry out their respective obligations under this Agreement and, in the case of the REIT only, the requisite power and authority of the REIT to invest in accordance with the investment objectives set out in the Prospectus and to issue the Offered Securities and the Underlying Units as contemplated by this Agreement and the Subscription Receipt Agreement;

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• (ii) that the REIT is authorized to issue an unlimited number of class A units, Units, class I units and special voting units of the REIT, and specifying, as of the Closing Time, the total number of outstanding class A units, Units, class I units and special voting units of the REIT, respectively, which in each case will be validly issued and outstanding as fully paid;

• (iii) that all necessary action has been taken on behalf of the REIT to authorize the execution and delivery of the Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under the Canadian Securities Laws in each of the Qualifying Jurisdictions;

• (iv) that all necessary action has been taken by and on behalf of the REIT to validly create, issue, sell and deliver the Offered Securities to the Underwriters, and to validly issue and deliver the Underlying Units pursuant to the terms of the Subscription Receipt Agreement, and, upon the REIT receiving the purchase price for the Offered Securities and, with respect to the Additional Purchased Subscription Receipts, the exercise of the OverAllotment Option in accordance with its terms, the Offered Securities will be, and the Underlying Units when issued will be, validly issued and outstanding as fully paid securities of the REIT;

• (v) that the attributes of the Offered Securities and the Underlying Units are consistent in all material respects with the descriptions in the Prospectus and, if applicable, any Prospectus Amendments;

• (vi) to the extent described in the Prospectus, the attributes of the securities of each of the other REIT Entities are consistent in all material respects with their respective descriptions in the Prospectus and, if applicable, any Prospectus Amendments;

• (vii) that the execution and delivery of this Agreement, the Subscription Receipt Agreement and the Acquisition Agreement, the creation, issue and sale of the Offered Securities and the issuance and delivery of the Underlying Units pursuant to the Subscription Receipt Agreement, and the consummation of the transactions contemplated by this Agreement, the Subscription Receipt Agreement and the Acquisition Agreement, do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the constating documents of any of the REIT Entities (being the Declaration of Trust in the case of the REIT) or any applicable laws of the Province of Ontario or the federal laws of Canada applicable therein;

• (viii) that this Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, and the Material Contracts have been duly authorized and executed on behalf of each of the Opinion Entities, as applicable, and constitute a legal, valid and binding obligation of each of the Opinion Entities, as applicable, enforceable against each of them in accordance with their terms, except as enforcement of such agreements may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought and

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by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

• (ix)

• that the Manager has been duly appointed as manager of the REIT;

• (x) that TSX Trust Company, at its principal offices in the City of Toronto, has been appointed as the registrar and transfer agent for the Units;

• (xi) that TSX Trust Company, at its principal offices in the City of Toronto, has been duly appointed as the subscription receipt agent under the Subscription Receipt Agreement;

• (xii) the Offered Securities and the Underlying Units have been approved for listing on the TSX, subject to the REIT fulfilling all of the requirements of the TSX;

• (xiii) that all necessary documents have been filed and all requisite proceedings have been taken and all necessary approvals, permits, consents and authorizations of the Canadian Securities Regulators under the Canadian Securities Laws have been obtained by the REIT to qualify the Offered Securities for Distribution pursuant to the terms of the Subscription Receipt Agreement in each of the Qualifying Jurisdictions through persons or companies duly registered under the applicable laws of each of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable legislation and the terms of their registration;

• (xiv) the issuance and delivery of Underlying Units in accordance with their terms and conditions as contained in the Subscription Receipt Agreement will be exempt from the prospectus requirements of the Canadian Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Canadian Securities Laws to permit such issue and delivery;

• (xv) as to the first trade in the Underlying Units;

• (xvi) that the REIT is a reporting issuer or the equivalent not in default under the Canadian Securities Laws in each of the Qualifying Jurisdictions;

• (xvii) the terms of the Offered Securities and the Underlying Units have been approved and adopted by the trustees of the REIT and comply with all legal requirements and with the terms and conditions of the Declaration of Trust;

• (xviii) that the Subscription Receipts will, on the date of the Prospectus Supplement, and the Underlying Units, if issued on the date of the Prospectus Supplement, would be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, registered education savings plans and tax-free savings accounts, subject to the qualifications, assumptions, limitations and understandings set out in the Prospectus Supplement under the heading “Eligibility for Investment”; and

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• (xix) that the summary under the heading “Certain Canadian Federal Income Tax Considerations” in the Prospectus Supplement is a summary of the principal Canadian federal income tax considerations that generally apply to the acquisition, holding and disposition of Subscription Receipts, and, if applicable, Underlying Units acquired under the terms of the Subscription Receipts by a holder described in the summary who acquires Subscription Receipts pursuant to the Offering, subject to the qualifications, assumptions, limitations and understandings set out in such summary.

• (b) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to counsel to the Underwriters, addressed to the Underwriters from Québec counsel to the REIT, McCarthy Tétrault LLP, to the effect that all Laws in the Province of Québec relating to the use of the French language in connection with the Distribution of the Offered Securities pursuant to the terms of the Subscription Receipt Agreement have been complied with in respect of the documents (including the Prospectus and any Prospectus Amendments) to be delivered to purchasers in the Province of Québec.

• (c) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, addressed to the Underwriters from counsel to the Underwriters, Blake, Cassels & Graydon LLP, with respect to certain of the matters in Section 9(a), provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Alberta, British Columbia, Ontario and Québec and as to matters of fact, on certificates of the Auditors, public officials, the Trustees and the Underwriters; and provided further that counsel to the Underwriters shall be entitled to rely upon the opinion of counsel to the REIT except with respect to the matters noted in paragraph 9(a)(xviii) and 9(a)(xix).

• (d) The Underwriters shall have received at the Closing Time a letter dated the Closing Date, in form and substance satisfactory to the Underwriters addressed to the Underwriters from the Auditors, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 4(a)(i)D with such changes as may be necessary to bring the information in such letter forward to a date not more than two Business Days prior to the Closing Date, which changes shall be acceptable to the Underwriters.

• (e) The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed by or on behalf of the REIT, with respect to the constating documents of the REIT, all resolutions of the Trustees relating to the Offering, the incumbency and specimen signatures of signing officers of the REIT and with respect to such other matters as the Underwriters may reasonably request.

• (f) The Underwriters shall have received at the Closing Time a certificate or certificates dated the Closing Date, addressed to the Underwriters and counsel to the Underwriters and signed by or on behalf of the REIT by the Chief Executive Officer or Chief Financial Officer of the REIT or other officers of the REIT acceptable to the Underwriters, certifying, after having made due inquiry and after having carefully examined the Prospectus and any Prospectus Amendment, that:

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• (i) since the respective dates as of which information is given in the Prospectus as amended by any Prospectus Amendment (A) there has been no material change (actual, anticipated, contemplated, proposed or threatened, whether financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of the REIT and (B) no transaction has been entered into by the REIT which is material to the REIT, other than as disclosed in the Prospectus or any Prospectus Amendment, as the case maybe;

• (ii) there are no contingent liabilities affecting the REIT which are material to the REIT, other than as disclosed in the Prospectus or any Prospectus Amendment as the case may be;

• (iii) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Units, or any other securities of the REIT, including the Offered Securities, has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Canadian Securities Laws or by any other regulatory authority;

• (iv) the REIT has complied with and satisfied the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied up to the Closing Time; and

• (v) the representations and warranties of the REIT contained in this Agreement are true and correct as of the Closing Date with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement.

• (g) The Subscription Receipt Agreement and the Acquisition Agreement shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and their counsel, acting reasonably.

• (h) The Underwriters shall have received at or prior to the Closing Time on the Closing Date, evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX of the Offered Securities and the Underlying Units, subject only to satisfaction by the REIT of the Standard Listing Conditions.

• (i) The Underwriters shall have received at or prior to the Closing Time on the Closing Date from each of the officers and trustees of the REIT listed on Exhibit A a lockup agreement dated the Closing Date that is substantially in the form attached as Exhibit B.

10. Exercise of Over-Allotment Option

• (a) The Underwriters shall not be under any obligation to purchase any of the Additional Purchased Subscription Receipts or Additional Purchased Underlying Units, as applicable, prior to the exercise of the Over-Allotment Option. The Lead Underwriters, on behalf of the Underwriters, may exercise the Over-Allotment

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Option, in whole or in part, at any time prior to the Over-Allotment Expiry Date by delivery of written notice to the REIT of the number of Additional Purchased Subscription Receipts or Additional Purchased Underlying Units, as applicable, in respect of which the Over-Allotment Option is being exercised and the date for delivery of such securities (the “ Over-Allotment Option Notice ”). The OverAllotment Option Closing Date shall be determined by the Lead Underwriters, but shall not be earlier than the Closing Date, or earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Option Notice. Upon exercise of the Over-Allotment Option as provided herein, the REIT shall become obligated to sell the total number of Additional Purchased Subscription Receipts or Additional Purchased Underlying Units, as applicable, in respect of which the Underwriters are exercising the Over-Allotment Option, to each of the Underwriters and, subject to the terms and conditions herein set forth, each of the Underwriters severally and not jointly shall become obligated to purchase from the REIT the same percentage of the total number of the Additional Purchased Subscription Receipts or Additional Purchased Underlying Units, as applicable, in respect of which the Underwriters are then exercising the Over-Allotment Option as such Underwriter is obligated to purchase the aggregate number of Purchased Subscription Receipt, as adjusted by the Underwriters, if necessary, in such manner as they deem advisable to avoid fractional Units.

• (b) If the Over-Allotment Option Closing Date is to occur on any date other than the Closing Date, each of the conditions and deliverable set out in Section 9 shall be satisfied as of the Over-Allotment Option Closing Date or the Over-Allotment Option Closing Time instead of the Closing Date or the Closing Time, as applicable, mutatis mutandis .

11. Rights of Termination

(a) Proceedings

If prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable, any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is commenced, announced, instituted or threatened or any order is made by any securities commission or any other federal, provincial or other governmental authority in relation to the REIT which, in the sole opinion of any Underwriter, acting reasonably, operates to prevent or materially adversely affect trading in the Offered Securities or the Units or the Distribution of the Offered Securities or which, in the sole opinion of any Underwriter, acting reasonably, might reasonably be expected to have a significant adverse effect on the market price or value of the Offered Securities or Underlying Units, such Underwriter shall be entitled, at its sole option, in accordance with Section 11(g), to terminate its obligations under this Agreement by written notice to that effect given to the REIT at any time prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable.

(b) Disaster Out Clause

If prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable, there should develop, occur or come into effect or existence any action, state, condition or occurrence of national or international consequence (including the COVID-19 outbreak, but only to the extent that there is a material adverse development related thereto, or similar event or the escalation thereof, in each case after March 25, 2021), or any change or development including any prospective change in national or international political, financial or economic conditions or any

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action, governmental law or regulation, inquiry or other occurrence (including any national catastrophe, act of war, terrorism, or similar event), whether in any financial market or otherwise, of any nature whatsoever which, in the sole opinion of any Underwriter, acting reasonably, might reasonably be expected to have a significant adverse effect on the Canadian, U.S. or international financial markets or the business, operations, prospects or capital of the REIT, then such Underwriter shall be entitled, at its sole option, in accordance with Section 11(g), to terminate its obligations under this Agreement by written notice to that effect given to the REIT at any time prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable.

(c) Material Change

If prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable, there should occur, be discovered, or be announced by the REIT, any material change, a change in any material fact or a new material fact such as is contemplated by Section 5 which results or, in the sole opinion of any Underwriter, acting reasonably, might reasonably be expected to result, in the purchasers of a material number of Offered Securities exercising their right under applicable legislation to withdraw from their purchase of Offered Securities or, in the sole opinion of any Underwriter, acting reasonably, might be reasonably expected to have a significant adverse effect on the market price or value of the Offered Securities, such Underwriter shall be entitled, at its sole option, in accordance with Section 11(g), to terminate its obligations under this Agreement by written notice to that effect given to the REIT at any time prior to the Closing Time or the OverAllotment Option Closing Time, as applicable.

(d) Tax Event

If prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable, there is announced any change or proposed change in the income tax laws of Canada, or in the interpretation or administration thereof and such change would, in the reasonable opinion of an Underwriter, acting in good faith and after consultation with the REIT, be expected to have a significant adverse effect on the market price, value or marketability of the Offered Securities or the Underlying Units, such Underwriter shall be entitled, at its sole option, in accordance with Section 11(g), to terminate its obligations under this Agreement by written notice to that effect given to the REIT at any time prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable.

(e) Termination Event

If prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable, a Termination Event occurs, then each Underwriter shall be entitled, at its sole option, in accordance with Section 11(g), to terminate its obligations under this Agreement by written notice to that effect given to the REIT at any time prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable.

(f) Non-Compliance With Conditions

The REIT agrees that all terms and conditions in Section 9 shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its commercially reasonable efforts to cause such conditions to be complied with (other than Section 9(c)), and that any failure by it to comply with, or any breach of, or failure to satisfy, any such conditions (other than Section 9(c)) shall entitle any of the Underwriters to terminate its obligations to purchase the Offered Securities by notice to that effect

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given to the REIT at or prior to the Closing Time or the Over-Allotment Option Closing Time, as applicable, unless otherwise expressly provided in this Agreement. The Underwriters may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Underwriters only if such waiver or extension is in writing and signed by all of the Underwriters.

(g) Exercise of Termination Rights

The rights of termination contained in Sections 11(a), (b), (c), (d), (e) and (f) may be exercised by any of the Underwriters and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or non-compliance by the REIT in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the terminating Underwriter to the REIT or on the part of the REIT to the terminating Underwriter except in respect of any liability which may have arisen prior to or arise after such termination under any of Sections 12, 13 and 15. A notice of termination given by an Underwriter under any of Sections 11(a), (b), (c), (d), (e) and (f) shall not be binding upon any other Underwriter.

12. (a) Indemnity of the REIT

The REIT (solely out of property of the REIT) agrees to indemnify and hold harmless each of the Underwriters, their affiliates and each of their respective directors, officers, employees, partners, agents and legal counsel (collectively, the “ Indemnified Parties ” and individually, an “ Indemnified Party ”) from and against any and all liabilities, claims (including Unitholder actions, derivative or otherwise), actions, losses (excluding loss of profits), costs, damages, disbursements, assessments, penalties, interest, goods and service tax or harmonized sales tax arising out of any assessment under the Excise Tax Act (Canada), settlements, deficiencies, awards and expenses, the aggregate amount paid in settlement of any action, suit, proceeding, investigation or claim and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim, that may be imposed upon, or incurred, sustained or suffered by, or made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “ Claims ” and individually, a “ Claim ”) to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or based upon, directly or indirectly, or as a consequence of:

• (i) any information or statement (except any information or statement relating solely to and provided in writing by or on behalf of the Underwriters) contained in the Prospectus or any Prospectus Amendment or in any material filed in compliance with applicable Canadian Securities Laws or delivered to the Underwriters pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation;

• (ii) any omission or alleged omission to state in the Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment or any certificate or other document of the REIT filed in accordance with Canadian Securities Laws or delivered to the Underwriters pursuant to this Agreement, any fact (except any fact relating solely to and provided in writing by or on behalf of the Underwriters), required to be stated in such document or necessary to

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make any statement in such document not misleading in light of the circumstances under which it was made;

• (iii) any order made or enquiry, investigation or proceeding commenced or threatened by any court, securities regulatory authority, stock exchange or any other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except a statement, omission or misrepresentation or alleged statement, alleged omission or alleged misrepresentation relating solely to, or provided by or on behalf of, the Underwriters) in the Prospectus or any Prospectus Amendment or in any other document of the REIT filed with the Canadian securities regulatory authorities or based upon any failure to comply with the Canadian Securities Laws (other than any failure or alleged failure to comply by the Underwriters), or change of law or interpretation or administration thereof, preventing or restricting the trading in or the sale or Distribution of the Offered Securities in any of the Qualifying Jurisdictions;

• (iv) the breach by the REIT of any covenant, representation or warranty set forth herein or in any document delivered hereunder or filed in accordance with Canadian Securities Laws or the failure of the REIT to comply with any of its obligations hereunder or thereunder;

• (v) the breach or alleged breach of Canadian Securities Laws or other applicable securities legislation of any jurisdiction; or

• (vi) tax assessments to the Underwriters for the provision of services by the Underwriters pursuant to this Agreement.

(b) Notification of Claims

If any Claim contemplated by Section 12(a) is asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided under Section 12(a), the Indemnified Party will notify the REIT as soon as possible of the nature of such Claim, but the omission to so notify, as soon as possible, the REIT will not relieve the REIT from any liability which it may have to any Indemnified Party under this Section, except to the extent that such omission or delay prejudices their ability to contest such Claim, and the REIT shall be entitled (but not required) to participate in or assume the defence of any suit or the conduct of any proceeding brought to enforce such Claim; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and provided that no admission of liability in respect of any such Claim may be made by or on behalf of an Indemnified Party or the REIT without the prior written consent of all parties hereto.

(c) Right of Indemnity in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, it is the intention of the REIT to constitute the Underwriters as trustees for such Indemnified Party of the rights and benefits of this Section 12 and the Underwriters agree to accept such trust and to hold the rights and benefits of this Section 12 in trust for and on behalf of such Indemnified Party.

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(d) Retaining Counsel

In any such Claim referred to in Section 12(a), the Indemnified Party shall have the right to retain other counsel to act on his or its behalf and participate in the defence of such Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the REIT does not assume the defence of the Claim within a reasonable period of time of being notified of such Claim; (ii) the REIT and the Indemnified Party shall have mutually agreed to the retention of the other counsel and the manner in which the costs of such counsel are to be shared; or (iii) the named parties to any such Claim (including any added, third or impleaded party) include both the Indemnified Party on the one hand and the REIT on the other hand, and in the written opinion of counsel to the Indemnified Party, acting reasonably, the representation of both parties by the same counsel would be inappropriate due to the actual or potential conflicting interests between them or additional defences are available to an Indemnified Party, in each of which cases the REIT shall not have the right to assume the defence of such suit on behalf of the Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the Indemnified Party. In no event shall the REIT be required to pay the reasonable fees and expenses of more than one counsel in any one jurisdiction for all of the Indemnified Parties in respect of any particular Claim or related set of Claims.

(e) Limitation

The rights of indemnity contained in this Section 12 in respect of a claim based on a misrepresentation, untrue statement or omission or alleged misrepresentation, alleged untrue statement, or alleged omission in the Prospectus shall not apply if the REIT has complied with Sections 4(a) and (c) and, if applicable, Section 5 and the person asserting such claim was not provided with a copy of the Prospectus or a Prospectus Amendment (which is required under the applicable Canadian Securities Laws to be delivered to such person by the Underwriters or the Selling Firms) which corrects such misrepresentation, untrue statement or omission or alleged misrepresentation, alleged untrue statement, or alleged omission.

(f) Unitholder Liability

Each of the Parties acknowledges the obligations of the REIT under this Agreement will not be personally binding upon any of the Trustees, any registered or beneficial holder of Units, any officer, employee or agent 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 arising hereunder, and recourse for such indebtedness, obligations or liabilities, as the case may be, will be limited to, and satisfied only out of, the assets of the REIT, as the case may be.

13. Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 12 would otherwise be available in accordance with its terms but is, under applicable law, unavailable to or unenforceable by the Underwriters or enforceable otherwise than in accordance with its terms, the REIT in lieu of indemnifying the Indemnified Party shall contribute to all Claims suffered or incurred by any Indemnified Party in such proportion as is appropriate to reflect not only the relative benefits received by the REIT on the one hand and any Indemnified Party on the other hand from the Distribution of the Offered Securities but also the relative fault of the REIT and any Indemnified Party as well as any relevant equitable

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considerations. The REIT shall in any event be liable to contribute to the amount paid or payable by an Indemnified Party as a result of a Claim for which indemnification would otherwise be available, any amounts in excess of the Underwriters’ Fee or any portion of such fee actually received by the Indemnified Party. The Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the Underwriters’ Fee or any portion of such fee actually received. However, no party who has been determined by a court of competent jurisdiction in a final judgement from which no appeal can be made or by a securities regulatory authority in a final ruling from which no appeal can be made to have engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation, wilful misconduct or gross negligence. For greater certainty, the REIT and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing that the Prospectus contained no misrepresentation shall constitute “gross negligence”, “fraud”, “fraudulent misrepresentation”, or “wilful misconduct” for the purposes of this Section 13 or otherwise disentitle the Underwriters from indemnification or contribution hereunder.

(a) Right of Contribution in Addition to Other Rights

The rights to contribution provided in this Section 13 shall be in addition to and not in derogation of any other right to contribution which the Underwriters may have by statute or otherwise at law.

(b) Calculation of Contribution

The relative benefits received by the REIT on the one hand and the Indemnified Party on the other shall be deemed to be in the same ratio as the aggregate Underwriters’ Fee represents of the gross proceeds from the Offering. The relative fault of the REIT on the one hand and of the Indemnified Party on the other shall be determined by reference to, among other things, whether the matters or things referred to in Section 13 which resulted in such Claims relate to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the REIT or to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Indemnified Party and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or misrepresentation, or other matter or thing referred to in Section 13. The amount paid or payable by an Indemnified Party as a result of the Claims referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claims, whether or not resulting in an action, suit, proceeding or claim. The parties agree that it would not be just and equitable if contribution pursuant to this section were determined by any method of allocation which does not take into account the equitable considerations referred to in this Section 13.

(c) Right of Contribution in Favour of Others

With respect to any Indemnified Party who is not a party to this Agreement, it is the intention of the REIT to constitute the Underwriters as trustees for such Indemnified Party of the rights and benefits of this Section and the Underwriters agree to accept such trust and to hold the rights and benefits of this Section in trust for and on behalf of such Indemnified Party.

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14. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

15. Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the issue, sale and delivery of the Offered Securities and all expenses of or incidental to all other matters in connection with the Offering set out in this Agreement shall be borne directly by the REIT including, without limitation, the fees and expenses of counsel and the Auditors, the fees and expenses of the registrar and transfer agent for the Offered Securities, the cost of printing the Prospectus and any Prospectus Amendment, the expenses of qualifying the Offered Securities under the securities laws of the Qualifying Jurisdictions and the fees for listing the Offered Securities on the TSX. Notwithstanding the foregoing, the fees and expenses of counsel to the Underwriters and the out-of-pocket expenses incurred by the Underwriters shall be paid by the Underwriters, except that the Underwriters will be reimbursed for all of these fees, expenses and costs, to the extent that they are reasonable, if the Offering is terminated pursuant to the provisions hereof (other than by reason of default of one or more of the Underwriters).

16. Obligations of the Underwriters to be Several

• (a) The obligation of the Underwriters to purchase the Offered Securities (including any Additional Purchased Subscription Receipts or Additional Purchased Underlying Units, as applicable, if the Over-Allotment Option is exercised) in connection with the Offering will be several, and not joint nor joint and several, and will be as to the following percentages of the Offered Securities to be purchased at any such time:

BMO Nesbitt Burns Inc. RBC Dominion Securities Inc. CIBC World Markets Inc. National Bank Financial Inc. Scotia Capital Inc. TD Securities Inc. Raymond James Ltd. iA Private Wealth Inc., Canaccord Genuity Corp. Cormark Securities Inc. Laurentian Bank Securities Inc. Stifel Nicolaus Canada Inc.	20.0% 20.0% 15.0% 10.0% 10.0% 10.0% 7.5% 2.5% 2.0% 1.0% 1.0% 1.0%
	100%

• (b) If one of the Underwriters fails to purchase its applicable percentage of the aggregate amount of the Offered Securities at the Closing Time or the Over-

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Allotment Option Closing Time (the Offered Securities in respect of which the defaulting Underwriter(s) fail to purchase hereinafter called the “ Defaulted Securities ”), the other Underwriters will have the right, but will not be obligated, to purchase, all but not less than all, of the Defaulted Securities; provided that if the number of Defaulted Securities does not exceed 10% of the number of Offered Securities to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount of the Defaulted Securities in the proportions that their respective underwriting obligations bear to the underwriting obligation of all non-defaulting Underwriters. If, with respect to the Defaulted Securities, any non-defaulting Underwriter elects not to exercise its right to acquire the Defaulted Securities so as to assume the entire obligation of the defaulting Underwriter and the number of Defaulted Securities exceeds 10% of the number of Offered Securities to be purchased hereunder, then the REIT will have the right to either (i) proceed with the sale of the applicable Offered Securities (less the Defaulted Securities) to the nondefaulting Underwriters, or (ii) terminate its obligations hereunder without liability to the non-defaulting Underwriters except under Sections 12, 13 and 15.

17. After-Market Protection and Restriction on Stabilization

• (a) Subject to Subsection 17(b), the REIT hereby agrees that, without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, it will not, during the period ending 90 days after the Closing Date (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, (A) any Units or any securities convertible into or exercisable or exchangeable for Units or (B) any other securities with provisions or characteristics substantially similar to the Units, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Units, in each case whether any such transaction described in paragraph (i) or (ii) above is to be settled by delivery of Units or other securities of the REIT, in cash or otherwise.

• (b) Subsection 17(a) will not apply to:

• (i) the Offered Securities to be sold hereunder;

• (ii) any transaction described in paragraph 17(a)(i) or (ii) if such transaction is for the purpose of effecting an acquisition of securities or assets and is not an issuance or sale of securities for cash in a capital raising transaction;

• (iii) securities issued in connection with the deferred unit plans of the REIT; or

• (iv) securities issued pursuant to the exchange, conversion or redemption of outstanding exchangeable, convertible or redeemable securities of the REIT (including class A units of the REIT, class I units of the REIT, LP1 Exchangeable Units, LP2 Exchangeable Units, or GAR B Exchangeable Units).

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• (c) Neither the REIT nor any affiliate or other entity over which the REIT exercises control or significant influence, nor any of its or their respective officers or directors, will, directly or indirectly, throughout the Distribution Period:

• (i) take any action designed to cause or to result in, or that constitutes or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the REIT to facilitate the sale or resale of the Offered Securities;

• (ii) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Offered Securities other than the fees payable pursuant to this Agreement; or

• (iii) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the REIT.

18. March 2021 Distribution; April 2021 Distribution

In the event that the Closing Date or the Over-Allotment Option Closing Date occurs after the record date for the REIT's distribution for the month of March 2021 (the “ March 2021 Distribution ”) or April 2021 (the “ April 2021 Distribution ”), as applicable, which record date is expected to be on or about March 31, 2021 and April 30, 2021, respectively, the REIT will make a cash payment to or through BMO for or to the benefit of the Underwriters or for or to the benefit of the purchasers of the Subscription Receipts or the Subscription Receipts issued pursuant to the Over-Allotment Option, as applicable, as determined by BMO and the REIT, acting reasonably, equal to the amount per Unit distributed by the REIT to the holders of Units for the month of March 2021 or April 2021, as applicable (the “ Distribution Equivalency Payment ”), as if such purchasers had been holders of Units on the record date for such distribution, such payment is to be made on the later of: (i) the Closing Date or the Over-Allotment Closing Date, as applicable; and (ii) the date the payment for the March 2021 Distribution or April 2021 Distribution, as applicable, is made to the holders of Units. For greater certainty, in no event shall the REIT be responsible for any Distribution Equivalency Payment for any period if the REIT has made a Subscription Receipt Adjustment Payment (as such term is defined in the Subscription Receipt Agreement) with respect to such period.

19. Survival of Representations and Warranties

The representations, warranties, obligations and agreements contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the purchase of the Offered Securities and shall continue in full force and effect unaffected by the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Prospectus, any Prospectus Amendment or the Distribution of the Offered Securities.

20. Time of the Essence

Time shall be of the essence of this Agreement.

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21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

22. Funds

All funds referred to in this Agreement shall be in Canadian dollars, unless otherwise stated.

23. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ Notice ”) shall be in writing addressed as follows:

If to the REIT, addressed and sent to:

Slate Grocery REIT c/o Slate Asset Management L.P. 121 King Street West, Suite 200 Toronto, ON M5H 3T9 Canada Attention: David Dunn, Chief Executive Officer Email: david@slateam.com

With copy to:

McCarthy Tétrault LLP Toronto Dominion Bank Tower Suite 5300 Toronto-Dominion Centre Toronto, ON M5K 1E6 Attention: Matthew Cumming and Heidi Gordon Email: mcumming@mccarthy.ca | hgordon@mccarthy.ca

If to BMO Nesbitt Burns Inc., addressed and sent to:

BMO Nesbitt Burns Inc. 1 First Canadian Place, 5[th] Floor 100 King Street West Toronto, ON M5X 1H3 Attention: Jonathan Li Email: Jonathan.Li@bmo.com

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If to RBC Dominion Securities Inc., addressed and sent to:

200 Bay Street 17th Floor, South Tower, Royal Bank Plaza Toronto, Ontario, M5J 2J5

Attention: David Switzer Email: david.switzer@rbccm.com

If to CIBC World Markets Inc., addressed and sent to:

CIBC World Markets Inc. 161 Bay Street 7th Floor, P.O. Box 500 Toronto, ON M5J 2S8 Attention: Chris Bell Email: chris.bell@cibc.ca

If to National Bank Financial Inc., addressed and sent to:

National Bank Financial Inc. 130 King Street West Suite 3200 Toronto, ON M5X 1J9 Attention: Andrew Wallace Email: andrew.wallace@nbc.ca

If to Scotia Capital Inc., addressed and sent to:

Scotia Capital Inc. 40 King Street West 64[th] Floor Toronto, ON M5W 2X6 Attention: Mary Vitug Email: mary.vitug@scotiabank.com

If to TD Securities Inc., addressed and sent to:

TD Securities Inc. TD Tower, 66 Wellington St. West 9th Floor Toronto, ON M5K 1A2 Attention: Derek Dermott Email: derek.dermott@tdsecurities.com

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If to Raymond James Ltd., addressed and sent to:

Raymond James Ltd. 40 King Street West 54[th] Floor Toronto, ON M5H 3Y2

Attention: Richard Yu Email: Richard.Yu@raymondjames.ca

If to iA Private Wealth Inc., addressed and sent to:

iA Private Wealth Inc. 700 – 26 Wellington St. E. Toronto ON M5E 1S2

Attention: Dennis Kunde Email: dennis.kunde@iawealth.com

If to Canaccord Genuity Corp., addressed and sent to:

Canaccord Genuity Corp. Brookfield Place 161 Bay Street, Suite 3100 Toronto, Ontario M5J 2S1

Attention: Dan Sheremeto Email: dsheremeto@cgf.com

If to Cormark Securities Inc., addressed and sent to:

Cormark Securities Inc. Royal Bank Plaza, North Tower 200 Bay Street, Suite 1800 Toronto, ON M5J 2J2

Attention: Chris Shaw Email: cshaw@cormark.com

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If to Laurentian Bank Securities Inc., addressed and sent to:

Laurentian Bank Securities Inc. 1360 Boul. René Lévesque W., Suite 620 Montreal, QC H3G 0E3

Attention: Denim Smith Email: SmithD@lb-securities.ca

If to Stifel Nicolaus Canada Inc., addressed and sent to:

Stifel Nicolaus Canada Inc. 145 King Street West Suite 300 Toronto, ON M5J 1J8 Attention: Paul Bissett Email: pbissett@stifel.com

In case of any Notice to an Underwriter, with a copy to:

Blake, Cassels & Graydon LLP 199 Bay Street Suite 4000 Toronto, Ontario M5L 1A9 Attention: Will Fung Email: will.fung@blakes.com

or to such other address as any of the persons may designate by Notice given to the others.

Each Notice shall be personally delivered or sent by commercial courier to the addressee or sent by fax to the addressee and (i) a Notice which is couriered or personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a Notice which is sent by fax shall be deemed to be given and received on the first Business Day following the day on which it is sent.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

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25. Press Releases and Advertisements

From and after the date hereof, the REIT shall provide the Lead Underwriters with a copy of all press releases and advertisements to be issued by the REIT concerning the Offering or proposed acquisitions prior to the issuance thereof, and shall give the Lead Underwriters a reasonable opportunity to provide comments on any such press release or advertisement.

26. Authority of the Lead Underwriters

The Lead Underwriters are hereby authorized by the other Underwriters to act on their behalf and the REIT shall be entitled to and shall act on any Notice given in accordance with Section 23 or agreement entered into by or on behalf of the Underwriters by the Lead Underwriters, who represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of: (i) any consent to an admission of liability pursuant to Section 12 which consent shall be given by each of the Underwriters; (ii) a notice of termination pursuant to Section 11 which notice may be given by any of the Underwriters; (iii) any waiver of any significant closing condition, which waiver must be signed by all of the Underwriters; or (iv) any proposed amendment of any provision of this Agreement. The Lead Underwriters shall consult fully with the other Underwriters with respect to any such consent, notice, waiver, amendment or other communication. To the extent practicable, the Lead Underwriters agree to use commercially reasonable efforts to consult with the other Underwriters concerning any material matters which may arise hereunder before it binds the Underwriters with respect to any such matters.

27. Attornment

The REIT and each Underwriter hereby agree:

• (i) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the non-exclusive jurisdiction of such Ontario court;

• (ii) that it irrevocably waives any right to, and will not, oppose any such Ontario action or proceeding on any jurisdictional basis, including forum non conveniens ; and

• (iii) it will not oppose the enforcement against it in any other jurisdiction of any judgment or order duly obtained from an Ontario court as contemplated by this Section 27.

28. Disclosure

Each of CIBC World Markets Inc., TD Securities Inc., and National Bank Financial Inc., or an affiliate thereof, owns or controls an equity interest in TMX Group and has a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service.

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29. Counterparts/Facsimile/Electronic Signatures

This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The transmission by facsimile or electronically in PDF format of a copy of the execution page hereof reflecting the execution of this Agreement by any party hereto shall be effective to evidence that party’s intention to be bound by this Agreement and that party’s agreement to the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page.

30. No Fiduciary Duty

The REIT hereby acknowledges that (i) the purchase and sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the REIT, on the one hand, and each of the Underwriters and any affiliate through which it may be acting, on the other hand, (ii) each of the Underwriters is acting as principal and not as an agent or fiduciary of the REIT, and (iii) the REIT’s engagement of each of the Underwriters in connection with the Offering and the process leading up to the Offering is as an independent contractor and not in any other capacity. Furthermore, the REIT agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the REIT on related or other matters). The REIT agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owes an agency, fiduciary or similar duty to the REIT, in connection with such transaction or the process leading thereto.

31. Wire Transfers

In order to facilitate an efficient and timely closing at the Closing Time, the Underwriters may choose to initiate a wire transfer of funds to the Subscription Receipt Agent prior to the Closing Time. If the Underwriters do so, the REIT agrees that such transfer of funds to the Subscription Receipt Agent prior to the Closing Time does not constitute a waiver by the Underwriters of any of the conditions of the Closing set out in this Agreement. Furthermore, the REIT agrees that any such funds received by the Subscription Receipt Agent from the Underwriters prior to the Closing Time will be held by the Subscription Receipt Agent in trust solely for the benefit of the Underwriters until the Closing Time and, if the Closing does not occur at the scheduled Closing Time such funds shall be immediately returned by wire transfer to BMO, on behalf of the Underwriters, without interest. Upon the satisfaction of the conditions of the Closing, the funds held by the Subscription Receipt Agent in trust for the Underwriters shall be deemed to be delivered by the Underwriters to the Subscription Receipt Agent in satisfaction of the obligation of the Underwriters hereunder and upon such delivery, the trust constituted by this Section 31 shall be terminated without further formality.

[Remainder of Page Left Intentionally Blank]

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to BMO upon which this letter as so accepted shall constitute an agreement among us.

Yours very truly,

BMO NESBITT BURNS INC.

By: “Jonathan Li” Jonathan Li

RBC DOMINION SECURITIES INC.

By: “David Switzer” David Switzer

CIBC WORLD MARKETS INC.

By: “Chris Bell” Chris Bell

NATIONAL BANK FINANCIAL INC.

By: “Andrew Wallace” Andrew Wallace

SCOTIA CAPITAL INC.

By: “Mary Vitug” Mary Vitug

TD SECURITIES INC.

By: “Derek Dermott” Derek Dermott

RAYMOND JAMES LTD.

By: “Richard Yu” Richard Yu

IA PRIVATE WEALTH INC.

By: “Dennis Kunde” Dennis Kunde

CANACCORD GENUITY CORP.

By: “Dan Sheremeto” Dan Sheremeto

CORMARK SECURITIES INC.

By: “Chris Shaw” Chris Shaw

LAURENTIAN BANK SECURITIES INC.

By: “Denim Smith” Denim Smith

STIFEL NICOLAUS CANADA INC.

By: “Paul Bissett” Paul Bissett

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

SLATE GROCERY REIT

By: “David Dunn” Name: David Dunn Title: Chief Executive Officer

EXHIBIT A

OFFICERS AND TRUSTEES – LOCK-UPS

David Dunn Andrew Agatep Ramsey Ali Lisa Rowe Erisa Viera Colum Bastable Thomas Farley Patrick Flatley Andrea Stephen Blair Welch Brady Welch Marc Rouleau

EXHIBIT B

LOCK-UP AGREEMENT

March 31, 2021

BMO Nesbitt Burns Inc. RBC Dominion Securities Inc. CIBC World Markets Inc. National Bank Financial Inc. Scotia Capital Inc. TD Securities Inc. Raymond James Ltd. iA Private Wealth Inc. Canaccord Genuity Corp. Cormark Securities Inc. Laurentian Bank Securities Inc. Stifel Nicolaus Canada Inc.

(collectively, the “ Underwriters ”)

RE: Slate Grocery REIT (the “ REIT

Ladies and Gentlemen:

Reference is made to an underwriting agreement dated March 26, 2021 (the “ Underwriting Agreement ”) among the Underwriters and the REIT relating to the public offering (the “ Offering ”) of subscription receipts of the REIT (the “ Subscription Receipts ”). The undersigned is an owner of record or a beneficial owner of Class U trust units of the REIT (the “ Units ”) or securities convertible into, or exchangeable or exercisable for, Units. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out and completing the Offering.

The undersigned covenants and agrees that the undersigned will not, during the period ending on the day which is 90 days following the Closing Date (as defined in the Underwriting Agreement), directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of, whether through the facilities of a stock exchange, by private placement or otherwise, any beneficial interests in Units or other securities convertible into, or exchangeable or exercisable for, Units, unless the undersigned first obtains the prior written consent of BMO Nesbitt Burns Inc., on behalf of the Underwriters, such consent not to be unreasonably withheld.

The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors, and assigns, and shall enure to the benefit of the Underwriters and their legal representatives, successors and assigns. The undersigned further acknowledges that this lock-up agreement shall be in addition to any hold periods, resale restrictions and/or restrictions on transfer imposed by law.

This lock-up agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Signed: [●] Name: [●] Title: [●]