Slate Grocery REIT — Capital/Financing Update 2021

Apr 6, 2021

Execution Version

SLATE GROCERY REIT

AND

BMO NESBITT BURNS INC.

AND

RBC DOMINION SECURITIES INC.

AND

TSX TRUST COMPANY

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of Subscription Receipts

Dated March 31, 2021

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TABLE OF CONTENTS

Page

ARTICLE 1	INTERPRETATION ................................................................................................. 2
1.1	Definitions.............................................................................................................. 2
1.2	Interpretation .......................................................................................................... 8
1.3	Headings, Etc. ........................................................................................................ 9
1.4	Day not a Business Day ......................................................................................... 9
1.5	Monetary References ............................................................................................. 9
1.6	Conflict .................................................................................................................. 9
1.7	Meaning of “outstanding” for Certain Purposes .................................................... 9
ARTICLE 2	ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS ........................ 10
2.1	Issue of Subscription Receipts ............................................................................. 10
2.2	Payment Acknowledgement ................................................................................ 10
2.3	Terms and Issue of Subscription Receipts ........................................................... 11
2.4	Fractional Subscription Receipts ......................................................................... 12
2.5	Register for Subscription Receipts ....................................................................... 12
2.6	Registers Open for Inspection .............................................................................. 12
2.7	Holder not a Unitholder ....................................................................................... 12
2.8	Subscription Receipts to Rank_Pari Passu_.......................................................... 12
2.9	Signing of Subscription Receipt Certificate ........................................................ 13
2.10	Manual Signature ................................................................................................. 13
2.11	Validity of Uncertificated Subscription Receipts ................................................ 13
2.12	Authentication not Representation ....................................................................... 13
2.13	Issue in Substitution for Subscription Receipt Certificates Lost, etc. .................. 13
2.14	Exchange of Subscription Receipt Certificates .................................................... 14
2.15	Transfer and Ownership of Subscription Receipts .............................................. 14
2.16	Amounts to be Held in Escrow ............................................................................ 16
2.17	Uncertificated Subscription Receipts and Beneficial Holders of
	Subscription Receipts........................................................................................... 16
2.18	Transfer Restrictions for U.S. Holders ................................................................ 18
2.19	Listing of Subscription Receipts .......................................................................... 19
2.20	Cancellation of Surrendered Subscription Receipt Certificates........................... 19
2.21	Non-Resident Ownership ..................................................................................... 19
ARTICLE 3	ISSUANCE OF UNDERLYING UNITS OR REFUND OF
SUBSCRIPTION PRICE ................................................................................................. 20
3.1	Escrow Release Notice ........................................................................................ 20
3.2	Release of the Escrowed Funds ........................................................................... 21
3.3	Special Release of the Escrowed Funds to Close Acquisition ............................. 21
3.4	Issue of Underlying Units and Payment Thereon ................................................ 22
3.5	Fractions ............................................................................................................... 24
3.6	Payment on Termination ...................................................................................... 24
3.7	Calculations.......................................................................................................... 25

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TABLE OF CONTENTS

(continued)

3.8	Distribution Equivalency Payments ..................................................................... 25
ARTICLE 4	ADJUSTMENT ...................................................................................................... 25
4.1	Definitions............................................................................................................ 25
4.2	Adjustment ........................................................................................................... 25
4.3	Notice of Certain Events ...................................................................................... 28
4.4	Protection of Subscription Receipt Agent............................................................ 28
ARTICLE 5	INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF
INTEREST ....................................................................................................................... 28
5.1	Deposit of Escrowed Funds in Escrow ................................................................ 28
5.2	Investment of the Escrowed Funds ...................................................................... 29
5.3	Segregation of the Escrowed Funds ..................................................................... 29
5.4	Payment of Interest .............................................................................................. 30
ARTICLE 6	RIGHTS OF THE REIT AND COVENANTS....................................................... 30
6.1	Optional Purchases by the REIT .......................................................................... 30
6.2	General Covenants ............................................................................................... 30
6.3	Subscription Receipt Agent’s Remuneration, Expenses and
	Indemnification .................................................................................................... 31
6.4	Performance of Covenants by the Subscription Receipt Agent ........................... 31
6.5	Accounting ........................................................................................................... 31
6.6	Payments by the Subscription Receipt Agent ...................................................... 32
6.7	Regulatory Matters............................................................................................... 32
ARTICLE 7	ENFORCEMENT ................................................................................................... 32
7.1	Suits by the Holders ............................................................................................. 32
7.2	Immunity of Holders, Unitholders, Trustees, etc. ................................................ 32
7.3	Limitation of Liability.......................................................................................... 33
7.4	Contractual Right of Rescission........................................................................... 33
ARTICLE 8	MEETINGS OF THE HOLDERS .......................................................................... 34
8.1	Right to Convene Meetings ................................................................................. 34
8.2	Notice ................................................................................................................... 34
8.3	Chairperson .......................................................................................................... 34
8.4	Quorum ................................................................................................................ 35
8.5	Power to Adjourn ................................................................................................. 35
8.6	Show of Hands ..................................................................................................... 35
8.7	Poll and Voting .................................................................................................... 35
8.8	Regulations .......................................................................................................... 36
8.9	The REIT and Subscription Receipt Agent may be Represented ........................ 37
8.10	Powers Exercisable by Extraordinary Resolution................................................ 37
8.11	Meaning of Extraordinary Resolution ................................................................. 38
8.12	Powers Cumulative .............................................................................................. 39

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TABLE OF CONTENTS

(continued)

Page

8.13	Minutes ................................................................................................................ 39
8.14	Instruments in Writing ......................................................................................... 39
8.15	Binding Effect of Resolutions .............................................................................. 39
8.16	Holdings by the REIT Disregarded...................................................................... 39
ARTICLE 9 SUPPLEMENTAL AGREEMENTS ...................................................................... 40
9.1	Provision for Supplemental Agreements for Certain Purposes ........................... 40
9.2	Successor Entity ................................................................................................... 41
ARTICLE 10 CONCERNING THE SUBSCRIPTION RECEIPT AGENT .............................. 41
10.1	Rights and Duties of the Subscription Receipt Agent ......................................... 41
10.2	Evidence, Experts and Advisers .......................................................................... 42
10.3	Documents, Monies, etc. Held by the Subscription Receipt Agent ..................... 44
10.4	Actions by the Subscription Receipt Agent to Protect Interest ............................ 44
10.5	The Subscription Receipt Agent not Required to Give Security ......................... 44
10.6	Protection of the Subscription Receipt Agent ...................................................... 44
10.7	Replacement of Subscription Receipt Agent; Successor by Merger ................... 45
10.8	Conflict of Interest ............................................................................................... 46
10.9	Tax Reporting ...................................................................................................... 46
10.10	Acceptance of Appointment ................................................................................ 46
10.11	Subscription Receipt Agent Not to be Appointed Receiver ................................ 46
10.12	Anti-money Laundering ....................................................................................... 47
10.13	Privacy ................................................................................................................. 47
10.14	Force Majeure ...................................................................................................... 48
ARTICLE 11 GENERAL ............................................................................................................ 48
11.1	Notice to the REIT, the Subscription Receipt Agent and the Lead
	Underwriters ........................................................................................................ 48
11.2	Notice to the Holders ........................................................................................... 49
11.3	Evidence of Ownership ........................................................................................ 50
11.4	Satisfaction and Discharge of Agreement............................................................ 50
11.5	Provisions of Agreement and Subscription Receipts for the Sole Benefit of
	Parties and the Holders ........................................................................................ 51
11.6	Subscription Receipts Owned by the REIT - Certificate to be Provided ............. 51
11.7	[intentionally deleted] .......................................................................................... 51
11.8	Applicable Law .................................................................................................... 51
11.9	Invalidity, Etc. ...................................................................................................... 51
11.10	Successors and Assigns........................................................................................ 51
11.11	Time of Essence ................................................................................................... 51
11.12	Counterparts ......................................................................................................... 52
11.13	English Language................................................................................................. 52

SCHEDULE “A” FORM OF SUBSCRIPTION RECEIPT CERTIFICATE ........................... A-1

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TABLE OF CONTENTS (continued)

SCHEDULE “B” FORM OF ESCROW RELEASE NOTICE ................................................. B-1

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SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT dated March 31, 2021

BETWEEN:

SLATE GROCERY REIT , a trust constituted under the laws of the Province of Ontario pursuant to the Declaration of Trust

(the “ REIT ”)

– and –

BMO NESBITT BURNS INC., on its own behalf and, together with RBC, for and on behalf of the other Underwriters pursuant to the Underwriting Agreement

(“ BMO ”)

• and –

RBC DOMINION SECURITIES INC., on its own behalf and, together with BMO, for and on behalf of the other Underwriters pursuant to the Underwriting Agreement

(“RBC ”, and together with BMO, the “Lead Underwriters ”)

– and –

TSX TRUST COMPANY , a trust company authorized to carry on business in all provinces of Canada

(the “ Subscription Receipt Agent ”)

WHEREAS the REIT is proposing to issue and sell Subscription Receipts representing the right to receive Units pursuant to the Underwriting Agreement;

AND WHEREAS the net proceeds which may be received in respect of the issuance and sale of the Subscription Receipts are to be used to satisfy a portion of the purchase price of the Acquisition;

AND WHEREAS the REIT and the Lead Underwriters have agreed that:

• (a) the Proceeds, less 50% of the Basic Underwriters’ Fee and, if applicable, 50% of the Over-Allotment Underwriters’ Fee, are, subject to the terms hereof, to be delivered to and held in escrow by the Subscription Receipt Agent and invested in the manner set forth herein;

• (b) if the Escrow Release Conditions are satisfied by the Deadline and a fully executed Escrow Release Notice is delivered to the Subscription Receipt Agent

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prior to the Acquisition Closing Time, the Escrowed Funds, less (i) any amounts required to satisfy the payment of the Subscription Receipt Adjustment Payment, and (ii) an amount equal to 50% of the Basic Underwriters’ Fee and, if applicable, 50% of the Over-Allotment Underwriters’ Fee, shall be released to the REIT;

• (c) if the Acquisition Closing Time occurs on or before the Deadline, each Holder shall automatically receive, without payment of additional consideration or further action on the part of the Holder, one Unit for each Subscription Receipt held by the Holder, together with the Holder’s Subscription Receipt Adjustment Payment, if any, less applicable withholding taxes, if any, subject to adjustment as provided herein; and

• (d) if a Termination Event occurs, this Agreement and all issued and outstanding Subscription Receipts shall be automatically terminated and cancelled and each Holder shall be entitled to receive from the Subscription Receipt Agent, the full Subscription Price in respect of each of such Holder’s Subscription Receipts together with such Holder’s pro rata share of the Earned Interest and Deemed Interest, less applicable withholding taxes, if any;

AND WHEREAS the Subscription Receipt Agent hereby agrees to act as subscription receipt agent in accordance with the provisions hereof;

AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when certified by the Subscription Receipt Agent and issued as provided in this Agreement, legal, valid and binding obligations of the REIT with the benefits of, and subject to, the terms of this Agreement;

AND WHEREAS the foregoing recitals are made as statements of fact by the REIT and not by the Subscription Receipt Agent.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the foregoing recitals forming an integral part of this Agreement, the parties hereto hereby declare and agree with each other as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:

• (a) “ 1933 Act ” means the United States Securities Act of 1933 , as amended;

• (b) “ 1934 Act ” means the United States Securities Exchange Act of 1934 , as amended;

• (c) “ Acquisition ” means the acquisition by the REIT of the Grocery Portfolio;

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• (d) “ Acquisition Agreement ” means the agreement of purchase and sale dated March 25, 2021, which was entered into by the REIT in respect of the acquisition of the Grocery Portfolio;

• (e) “ Acquisition Closing Date ” means the date upon which the REIT completes the Acquisition;

• (f) “ Acquisition Closing Time ” means the time on the Acquisition Closing Date on which the Acquisition is completed;

• (g) “ Affiliate ” has the same meaning as set forth in National Instrument 45-106 – Prospectus Exemptions ;

• (h) “ Agreement ” means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;

• (i) “ Approved Bank ” has the meaning ascribed thereto in Section 5.1;

• (j) “ Authenticated ” means (i) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the REIT and authenticated by manual signature of an authorized officer of the Subscription Receipt Agent, (ii) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipt as required under Article 2 are entered in the register of holders of Subscription Receipts, and “Authenticate”, “Authenticating” and “Authentication” have the appropriate correlative meanings;

• (k) “ Authorized Investments ” has the meaning ascribed thereto in Section 5.1;

• (l) “ Balance of the Underwriters’ Fee ” means the remaining 50% of the Basic Underwriters’ Fee and, if applicable, the remaining 50% of the Over-Allotment Underwriters’ Fee, payable on the Acquisition Closing Date in accordance with the Underwriting Agreement;

• (m) “ Basic Underwriters’ Fee ” means the fee payable to the Underwriters in connection with the sale and issuance of the Subscription Receipts (other than the Over-Allotment Subscription Receipts) pursuant to the Underwriting Agreement;

• (n) “ BMO ” has the meaning ascribed thereto in the recitals to this Agreement;

• (o) “ Book-Entry Only System ” means the book-entry only securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;

• (p) “ Business Day ” means any day of the year which is not Saturday or Sunday or a statutory holiday in the Province of Ontario or any other day on which Canadian chartered banks in Ontario are generally closed;

• (q) “ Capital Reorganization ” has the meaning ascribed thereto in Subsection 4.2(b);

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• (r) “ CDS ” means CDS Clearing and Depository Services Inc. and its successors in interest;

• (s) “ Certificated Subscription Receipt ” means a Subscription Receipt evidenced by a writing or writings substantially in the form attached hereto as Schedule “A”;

• (t) “ Counsel ” means a barrister or solicitor or a firm of barristers and solicitors, who may be counsel for the REIT, acceptable to the Subscription Receipt Agent;

• (u) “ Current Market Price ” for any date means the volume weighted average price per Unit for 20 consecutive trading days ending on the fifth trading day preceding the date of determination on the TSX (or, if the Units are not listed thereon, on such stock exchange on which the Units are listed as may be selected by the REIT, or if the Units are not listed on any stock exchange, then on the over-thecounter market). The volume weighted average price shall be determined by dividing the aggregate sale price of all Units sold on the said exchange or market, as the case may be, during the said 20 consecutive trading days by the total number of Units so sold;

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

• (w) “ Deemed Interest ” means interest that would have otherwise been earned on 50% of the Basic Underwriters’ Fee and 50% of the Over-Allotment Underwriters’ Fee, as applicable, paid to the Underwriters as if such 50% of the Basic Underwriters’ Fee and 50% of the Over-Allotment Underwriters’ Fee, as applicable, had been held in escrow as part of the Escrowed Funds and not paid to the Underwriters;

• (x) “ Declaration of Trust ” means the fourth amended and restated declaration of trust of the REIT dated August 17, 2020, as the same may be further amended, restated, supplemented or as otherwise modified from time to time;

• (y) “ Designated Office ” means the principal stock transfer office of the Subscription Receipt Agent from time to time in the City of Toronto, Province of Ontario;

• (z) “ Earned Interest ” means the interest or other income actually earned on the investment of the Escrowed Funds pursuant to Section 5.2 from, and including, the date hereof to, but excluding, the earlier to occur of the Acquisition Closing Date and the Termination Date;

• (aa) “ Escrow Agent ” has the meaning ascribed thereto in Subsection 3.3(a);

• (bb) “ Escrow Arrangement ” has the meaning ascribed thereto in Subsection 3.3(a);

• (cc) “ Escrow Notice ” has the meaning ascribed thereto in Subsection 3.3(a);

• (dd) “ Escrow Release Conditions ” means that:

• (i) all conditions, undertakings and other matters to be satisfied, completed and otherwise met prior to the completion of the Acquisition, and without

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amendment or waiver in a manner that would be materially adverse to the terms and conditions upon which the REIT is effecting the Acquisition unless the consent of the Lead Underwriters, on their own behalf and for and on behalf of the other Underwriters, acting reasonably and in good faith, is given to such amendment or waiver, have been satisfied, completed or otherwise met, other than (i) the payment of the consideration to be paid for the Acquisition for which the Escrowed Funds are required, in whole or in part, and (ii) such conditions, undertakings and other matters that by their nature may only be satisfied at the time of the completion of the Acquisition; and

• (ii) there has been no amendment to the terms and conditions of the Acquisition Agreement (other than as contemplated by the terms of the Underwriting Agreement) unless the consent of the Lead Underwriters, on their own behalf and for and on behalf of the other Underwriters, acting reasonably and in good faith, is given to such amendment;

• (ee) “ Escrow Release Notice ” means the notice provided to the Subscription Receipt Agent and the Lead Underwriters, substantially in the form attached hereto as Schedule “B”, executed by the REIT and certifying that the Escrow Release Conditions have been satisfied;

• (ff) “ Escrowed Funds ” means an amount equal to the Proceeds less: (i) 50% of the Basic Underwriters’ Fee; and (ii) in the case that the Over-Allotment Subscription Receipts are purchased by the Underwriters prior to the Acquisition Closing Time, 50% of the Over-Allotment Underwriters’ Fee; plus the Earned Interest thereon at any given time;

• (gg) “ Global Subscription Receipt Certificate ” has the meaning attributed thereto in Section 2.17(a);

• (hh) “ Grocery Portfolio ” means the grocery-anchored portfolio comprising 25 properties and 3.1 million square feet in major metro markets across the United States;

• (ii) “ Holders ” means the persons who are registered owners of the Subscription Receipts;

• (jj) “ Holders’ Request ” means an instrument signed in one or more counterparts by Holders holding in the aggregate not less than 25% of the aggregate number of all Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

• (kk) “ Indemnified Party ” has the meaning ascribed thereto in Subsection 6.3(b);

• (ll) “ Initial Holder ” has the meaning ascribed thereto in Section 7.4(a);

• (mm) “ Internal Procedures ” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time

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(including, without limitation, original issuance or registration of transfer of ownership), the Subscription Receipt Agent’s internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent;

• (nn) “ Lead Underwriters ” has the meaning ascribed thereto in the recitals to this Agreement;

• (oo) “ Non-Resident ” means a non-resident of Canada within the meaning of the Tax Act or a partnership that is not a “Canadian partnership” within the meaning of the Tax Act;

• (pp) “ Over-Allotment Option ” means the over-allotment option granted to the Underwriters to purchase up to an additional 1,713,000 Subscription Receipts (or an equal number of Units, if exercised in whole or in part after the Acquisition Closing Time) pursuant to the Underwriting Agreement;

• (qq) “ Over-Allotment Subscription Receipts ” means Subscription Receipts purchased by the Underwriters pursuant to the Over-Allotment Option;

• (rr) “ Over-Allotment Underwriters’ Fee ” means the fee payable to the Underwriters pursuant to the Underwriting Agreement with respect to the Over-Allotment Subscription Receipts purchased by the Underwriters;

• (ss) “ person ” includes an individual, REIT, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof;

• (tt) “ Proceeds ” means the aggregate gross proceeds which may be received in respect of the issuance and sale of the Subscription Receipts, including, if applicable, any gross proceeds from the sale of the Over-Allotment Subscription Receipts;

• (uu) “ Prospectus ” means the prospectus supplement of the REIT dated March 26, 2021 incorporated by reference into the (final) short form base shelf prospectus of the REIT dated March 2, 2020 which together are filed in connection with the qualification for distribution of the Subscription Receipts in all provinces and territories of Canada and, unless the context otherwise requires, includes all documents incorporated therein by reference and any amendments thereto;

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

• (ww) “ RBC ” has the meaning ascribed thereto in the recitals to this Agreement;

• (xx) “ REIT ” has the meaning ascribed thereto in the recitals to this Agreement;

• (yy) “ Released Amount ” has the meaning ascribed thereto in Section 3.3;

• (zz) “ Rule 144A ” means Rule 144A adopted by the SEC under the 1933 Act;

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• (aaa) “ SEC ” means the United States Securities and Exchange Commission;

• (bbb) “ Subscription Price ” means C$11.65 per Subscription Receipt;

• (ccc) “ Subscription Receipt Adjustment Payment ” means an amount per Subscription Receipt that the Holders would have been entitled to as cash distributions from the REIT equal to the aggregate amount per Unit of any cash distributions declared, if any, by the REIT for which record dates have occurred during the period from and including March 31, 2021 to and including the date immediately preceding the date that Underlying Units are issued had the Holders held the Underlying Units during such period;

• (ddd) “ Subscription Receipt Agent ” has the meaning ascribed thereto in the recitals to this Agreement;

• (eee) “ Subscription Receipt Certificate ” means a certificate evidencing Subscription Receipts substantially in the form attached hereto as Schedule “A” with such appropriate insertions, deletions, substitutions and variations as required or permitted by the terms of this Agreement or as required to comply with any law or the rules of any securities exchange and as the REIT may deem necessary or desirable;

• (fff) “ Subscription Receipts ” means the subscription receipts created by and authorized by and issuable under this Agreement, to be issued and countersigned hereunder as a Certificated Subscription Receipt and/or Uncertificated Subscription Receipt held through the Book-Entry Only System on a no certificate issued basis, and where the context so requires, also means the Subscription Receipts issued and Authenticated hereunder, whether by way of Subscription Receipt Certificate of Uncertificated Subscription Receipt, in each case that have not at the particular time expired, been purchased by the REIT or been exchanged;

• (ggg) “ Tax Act ” means the Income Tax Act (Canada) and the regulations thereunder, each as amended from time to time;

• (hhh) “ Termination Date ” means the date on which a Termination Event occurs;

• (iii) “ Termination Event ” means the earliest to occur of any of: (i) the Acquisition Closing Time not occurring on or before the Deadline; (ii) the REIT delivering to the Underwriters and the Subscription Receipt Agent a notice, executed by the REIT, declaring that the Acquisition Agreement has been terminated or that the REIT will not be proceeding with the Acquisition; or (iii) the REIT formally announcing to the public by way of a press release that it does not intend to proceed with the Acquisition;

• (jjj) “ Termination Payment Time ” means 5:00 p.m. (Toronto time) on the third Business Day after a Termination Event;

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• (kkk) “ Transfer Agent ” means TSX Trust Company, in its capacity as transfer agent of the REIT;

• (lll) “ TSX ” means the Toronto Stock Exchange;

• (mmm)“ Uncertificated Subscription Receipt ” means any Subscription Receipt which is not issued in certificated form;

• (nnn) “ Underlying Units ” means the Units issuable to the Holders pursuant to the terms of the Subscription Receipts without payment of additional consideration or any further action at the Acquisition Closing Time;

• (ooo) “ Undertaking ” has the meaning ascribed thereto in Subsection 3.3(b);

• (ppp) “ Underwriters ” means, collectively, 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., and Stifel Nicolaus Canada Inc.;

• (qqq) “ Underwriting Agreement ” means the underwriting agreement dated March 26, 2021 between the REIT and the Underwriters relating, inter alia , to the issue and sale of the Subscription Receipts;

• (rrr) “ Unit Reorganization ” has the meaning ascribed thereto in Subsection 4.2(a);

• (sss) “ Unitholders ” means the registered holders of Units;

• (ttt) “ Units ” means trust units of the REIT;

• (uuu) “ U.S. Person ” has the same meaning as set forth in Rule 902 of Regulation S under the 1933 Act;

• (vvv) “ Written Request of the REIT ”, “ Written Direction of the REIT ”, “ Officer’s Certificate ” and “ Certificate of the REIT ” mean, respectively, a written request, written direction and certificate signed in the name of the REIT by one or more duly authorized signatories and may consist of one or more instruments so executed.

1.2 Interpretation

In this Agreement:

• (a) words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

• (b) references to Sections, Subsections and Schedules refer, unless otherwise specified, to Sections, Subsections and Schedules to, this Agreement;

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• (c) words and terms denoting inclusiveness (such as “ include ” or “ includes ” or “ including ”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and

• (d) “ hereof ”, “ herein ”, “ hereby ”, “ hereunder ” and “ hereto ”, and similar expressions, shall be references to this Agreement.

1.3 Headings, Etc.

The division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or of a Subscription Receipt Certificate.

1.4 Day not a Business Day

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

1.5 Monetary References

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed and all payments to be made hereunder shall be made in Canadian dollars.

1.6 Conflict

In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder, the provision in the body of this Agreement shall prevail to the extent of the inconsistency.

1.7 Meaning of “outstanding” for Certain Purposes

Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of the Acquisition Closing Date and the Termination Date, provided however that:

• (a) where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and

• (b) for the purposes of any provision of this Agreement entitling Holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the REIT or any subsidiary of the REIT thereof, shall be disregarded, except that for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any such vote,

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consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has notice that they are so owned shall be so disregarded.

ARTICLE 2 ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

• (a) An aggregate of 11,420,000 Subscription Receipts (and up to an additional 1,713,000 Over-Allotment Subscription Receipts) providing for the right, in certain circumstances, as provided herein, to receive pursuant to their terms an aggregate of 11,420,000 Units (and up to an additional 1,713,000 Units to be acquired pursuant to the terms of Over-Allotment Subscription Receipts), subject to adjustment as provided herein, are hereby created and authorized to be issued by the REIT for a price equal to the Subscription Price and either (i) issued in uncertificated form pursuant to Section 2.17 hereof; or (ii) one or more Subscription Receipt Certificates in the form contemplated by this Agreement shall be executed by or on behalf of the REIT, certified by or on behalf of the Subscription Receipt Agent and delivered in accordance with this Agreement.

• (b) Subject to Section 3.4, one Underlying Unit will automatically be issued for each Subscription Receipt without payment of additional consideration or further action on the part of the Holder at the Acquisition Closing Time.

2.2 Payment Acknowledgement

• (a) The Subscription Receipt Agent hereby acknowledges receipt from BMO in accordance with Section 2.16, of the aggregate amount of $130,382,140, representing the Escrowed Funds and shall confirm that such funds have been deposited as contemplated by Section 5.1 in a segregated account designated as the “Slate Grocery REIT - Subscription Receipts” or as otherwise jointly directed in writing by the REIT and the Lead Underwriters and, pending the Acquisition Closing Date or a Termination Event, as the case may be, will be invested in accordance with Section 5.1 and paid in accordance with Article 3. For greater certainty, the Subscription Receipt Agent shall separately acknowledge receipt from BMO of any proceeds received by the Subscription Receipt Agent from the sale of Over-Allotment Subscription Receipts, if the Over-Allotment Option closes later than March 31, 2021.

• (b) the REIT hereby:

• (i) acknowledges that the amounts received by the Subscription Receipt Agent pursuant to Subsection 2.2(a), as evidenced by the acknowledgement of receipt referred to in Subsection 2.2(a), in accordance with the REIT’s direction to the Lead Underwriters, on behalf of the Underwriters, represents payment in full by the Underwriters of the aggregate Subscription Price for 11,420,000 Subscription Receipts, and

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1,713,000 Over-Allotment Subscription Receipts, as applicable, less any deductions as may be directed by the REIT; and

• (ii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with Written Directions of the REIT: (i) certify and deliver to CDS one or more Subscription Receipt Certificates representing the Subscription Receipts issued to and registered in the name of CDS (or its nominee); or (ii) issue to CDS an Uncertificated Subscription Receipt;

• (c) On their own behalf and for and on behalf of the other Underwriters, the Lead Underwriters hereby irrevocably direct the Subscription Receipt Agent to retain the Escrowed Funds received by the Subscription Receipt Agent pursuant to Subsection 2.2(a) in accordance with the terms of this Agreement pending payment thereof in accordance with the terms of this Agreement.

2.3 Terms and Issue of Subscription Receipts

• (a) Subscription Receipts can be issued in certificated or uncertificated form, will be dated as of the date of issue and will be Authenticated upon the Written Direction of the REIT. Each Subscription Receipt shall evidence the right of the Holder to receive, without payment of additional consideration or further action on the part of the Holder, the securities and/or the amounts specified in Sections 3.4 and 3.6 hereof, as applicable, including:

• (i) if the Acquisition Closing Time occurs on or before the Deadline: one Underlying Unit from the REIT plus such Holder’s Subscription Receipt Adjustment Payment, less applicable withholding taxes, if any, subject to adjustment as provided herein; or

• (ii) if a Termination Event occurs, at the Termination Payment Time: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder’s Subscription Receipts and such Holder’s pro rata share of the Earned Interest and Deemed Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. The REIT shall be responsible and liable for any shortfall between (A) the full Subscription Price plus the amount of the Earned Interest and Deemed Interest and (B) the Escrowed Funds.

• (b) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement), if issued, shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the REIT may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the REIT may prescribe, and shall be issuable in any whole number denominations.

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2.4 Fractional Subscription Receipts

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional interests shall be rounded down to the nearest whole number without any consideration therefor. In calculating such fractional interest, all Subscription Receipts held by the same Holder shall be aggregated.

2.5 Register for Subscription Receipts

The REIT hereby appoints the Subscription Receipt Agent as registrar of the Subscription Receipts, and the REIT shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Subscription Receipts held by such Holders. The REIT shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent (with the prior approval of the Subscription Receipt Agent), branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.

2.6 Registers Open for Inspection

The registers referred to in Section 2.5 shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the REIT, the Subscription Receipt Agent or any Holder. The Subscription Receipt Agent shall, from time to time when requested to do so in writing by the REIT, furnish the REIT with a list of the names and addresses of the Holders, upon payment of the reasonable charges of the Subscription Receipt Agent, entered in the registers kept by the Subscription Receipt Agent and showing the number of Underlying Units, subject to adjustment, which may be issuable to the Holders pursuant to the terms of the Subscription Receipts held by each such Holder.

2.7 Holder not a Unitholder

Nothing in this Agreement or in the holding of a Subscription Receipt shall at any time confer or be construed as conferring upon a Holder any right, benefit or interest whatsoever as a Unitholder, including the right to vote at, to receive notice of, or to attend meetings of Unitholders, or the right to receive distributions (provided that nothing in this Section 2.7 shall affect the right of a Holder to receive an amount, if any, representing the Subscription Receipt Adjustment Payment in accordance with, and subject to, Subsection 3.4(c)). Holders are only entitled to exercise the rights and receive the amounts expressly provided for in the applicable Subscription Receipt Certificate and this Agreement on the terms and conditions set forth in this Agreement.

2.8 Subscription Receipts to Rank Pari Passu

Subject to Section 7.4, all Subscription Receipts shall rank pari passu , whatever may be the actual dates of issue of the Subscription Receipt Certificates by which they are represented.

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2.9 Signing of Subscription Receipt Certificate

The Subscription Receipt Certificates, if issued, shall be signed by an authorized officer or trustee of the REIT. The signature of any such authorized officer or trustee of the REIT may be printed or otherwise mechanically reproduced electronically and Subscription Receipt Certificates bearing such electronic signatures shall be binding upon the REIT as if they had been manually signed. Notwithstanding that any person whose manual or electronic signature appears on any Subscription Receipt Certificate may no longer hold office at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the REIT and the holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.

2.10 Manual Signature

No Subscription Receipt Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt attached hereto as Schedule “A”. Such Authentication on any such Subscription Receipt Certificate shall be conclusive evidence that such Subscription Receipt Certificate is duly Authenticated and is valid and a binding obligation of the REIT and that the holder is entitled to the benefits of this Agreement

2.11 Validity of Uncertificated Subscription Receipts

No Uncertificated Subscription Receipt shall be considered issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement until it has been Authenticated by entry on the register of the particulars of the Uncertificated Subscription Receipt. Such entry on the register of the particulars of an Uncertificated Subscription Receipt shall be conclusive evidence that such Uncertificated Subscription Receipt is a valid and binding obligation of the REIT and that the holder is entitled to the benefits of this Agreement.

2.12 Authentication not Representation

The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the REIT of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.

2.13 Issue in Substitution for Subscription Receipt Certificates Lost, etc.

• (a) In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the REIT, subject to applicable law and compliance with Subsection 2.13(b), shall issue, and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor and

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form as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be in a form approved by the Subscription Receipt Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder.

• (b) The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.11 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the REIT and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the REIT and to the Subscription Receipt Agent each in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond or other security in amount and form satisfactory to the REIT and the Subscription Receipt Agent each in their sole discretion and shall pay the reasonable charges of the REIT and the Subscription Receipt Agent in connection therewith.

2.14 Exchange of Subscription Receipt Certificates

• (a) Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the Holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.

• (b) Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent on a Business Day.

• (c) Except as otherwise herein provided, the Subscription Receipt Agent may charge to the Holder requesting an exchange a reasonable fee for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the Subscription Receipt Agent or the REIT for any and all stamp taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange.

• (d) Any Subscription Receipt Certificate tendered for exchange shall be cancelled by the Subscription Receipt Agent.

2.15 Transfer and Ownership of Subscription Receipts

• (a) Subject to Subsection 2.15(b), the Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing upon (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the

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Subscription Receipt Certificates representing the Subscription Receipts to be transferred; and (ii) in the case of Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the Book-Entry Only System. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent or in accordance with procedures prescribed by CDS under the Book-Entry Only System, the REIT shall issue and thereupon the Subscription Receipt Agent shall: (i) in the case of Subscription Receipts that are held as Uncertificated Subscription Receipts, Authenticate, transfer and record through the relevant participant participating in the Book-Entry Only System in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts; or (ii) Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon:

• (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the REIT, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and

• (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe;

and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. Transfers within the systems of CDS are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

• (b) The REIT and the Subscription Receipt Agent will deem and treat the registered holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the REIT nor the Subscription Receipt Agent shall be affected by any notice to the contrary.

• (c) The transfer register in respect of Subscription Receipts shall be closed at 5:00 p.m. (Toronto time) at the Designated Office on the earlier to occur of the Acquisition Closing Date and the Termination Date (subject to settlement in the ordinary course). Trades settling after the Acquisition Closing Date shall be completed by the delivery of Underlying Units by the REIT.

• (d) The Subscription Receipt Agent will promptly advise the REIT of any requested transfer of Subscription Receipts. In addition to the provisions of Section 2.21, the REIT will be entitled, and may direct the Subscription Receipt Agent, to refuse to

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recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Section 2.15, if such transfer would constitute a violation of the restrictions on transfer set forth in Section 2.18 or the securities laws of any jurisdiction or the rules, regulations, instruments or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the Declaration of Trust or this Agreement.

• (e) Subject to the provisions of this Agreement and applicable law, Holders shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue of Underlying Units and/or the payment of the amounts described in Section 3.4 or Section 3.6, as applicable, in any case less applicable withholding taxes, all in accordance with the terms and conditions contained in this Agreement, shall discharge all responsibilities of the REIT and the Subscription Receipt Agent with respect to the Subscription Receipts and neither the REIT nor the Subscription Receipt Agent shall be bound to inquire into the title of a Holder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate.

2.16 Amounts to be Held in Escrow

Upon the issuance of the Subscription Receipts, the Escrowed Funds in respect thereof shall be delivered by BMO to the Subscription Receipt Agent, by wire transfer or electronic transfer of funds into a segregated account as directed by the Subscription Receipt Agent to be held pursuant to the terms hereof, and BMO shall deliver to the REIT a written receipt in respect of an amount equal to 50% of the Basic Underwriters’ Fee and 50% of the Over-Allotment Underwriters’ Fee, as applicable, received by the Underwriters in respect of the issuance and sale of such Subscription Receipts and Over-Allotment Subscription Receipts, as applicable. The Subscription Receipt Agent hereby agrees to hold the Escrowed Funds in escrow and to disburse and deal with the same as provided herein.

2.17 Uncertificated Subscription Receipts and Beneficial Holders of Subscription Receipts

• (a) The Subscription Receipts may be issued in both certificated and uncertificated form. Unless the Subscription Receipts cease to be eligible for the Book-Entry Only System, whether as a result of a termination of the REIT's agreement with CDS or otherwise, and except as set forth herein, Subscription Receipt Certificates in certificated form will only be issued in the form of one or more global Subscription Receipt Certificates which will be registered in the name of CDS or its nominee and held by, or on behalf of, CDS as depository of the Subscription Receipt Certificates for the participants of CDS (each, a “ Global Subscription Receipt Certificate ”). All Subscription Receipts issued to CDS in uncertificated form will be evidenced by a book position on the register of Holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.5.

• (b) Notwithstanding anything to the contrary in this Agreement and any Subscription Receipt Certificate issued to an original U.S. Purchaser, subject to applicable law,

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the Subscription Receipts will be issued as Uncertificated Subscription Receipts, unless otherwise requested in writing by CDS or the REIT.

• (c) Unless the Subscription Receipts cease to be eligible for CDS or otherwise, owners of beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement except in circumstances where CDS resigns or is removed from its responsibility and the REIT and/or the Subscription Receipt Agent is unable or does not wish to locate a qualified successor. Beneficial interests in the Subscription Receipts will be represented only through the BookEntry Only System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS' applicable rules and procedures.

• (d) Neither the REIT nor the Underwriters nor the Subscription Receipt Agent shall have any responsibility or liability for: (i) any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interest in the Subscription Receipts; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts; or (iii) any advice or representation made by or with respect to CDS relating to the rules governing CDS or any action to be taken by CDS or at the direction of a CDS participant.

• (e) All references herein to actions by, notices given or payments made to the Holders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures in effect from time to time. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of the Holders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by the Holders, including Holders acting through CDS and the CDS participants, owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. To the extent a Holder holds Subscription Receipts through CDS, the rights of such Holder shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such Holders and CDS and/or the CDS participants or upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the REIT may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder.

• (f) If the Book-Entry Only System is terminated by the REIT at its option, required to be terminated by applicable law or ceases to exist or CDS resigns or is removed from its responsibility as depository and the REIT and/or the Subscription Receipt Agent is unable or does not wish to locate a qualified successor, CDS shall surrender the Global Subscription Receipt Certificate(s) to the Subscription Receipt Agent with instructions for registration in the name(s) and in the amount(s) specified by CDS and the REIT shall issue and the Subscription

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Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of one or more definitive Subscription Receipt Certificates representing such Subscription Receipts.

• (g) Subject to the provisions of this Section 2.17, any exchange of Subscription Receipts for Subscription Receipts which are not Uncertificated Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 2.14, mutatis mutandis . All such Subscription Receipts issued in exchange for Uncertificated Subscription Receipts or any portion thereof shall be registered in such names as CDS for such Uncertificated Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to Subscription Receipts) as the Subscription Receipts or portion thereof surrendered upon such exchange.

• (h) Notwithstanding anything to the contrary in this Agreement, subject to applicable securities laws, the Uncertificated Subscription Receipts will only be issued in the name of CDS.

2.18 Transfer Restrictions for U.S. Holders

• (a) The parties hereby acknowledge and agree that (i) the Subscription Receipts and the Underlying Units have not been and will not be registered under the 1933 Act or applicable state securities laws; and (ii) the Subscription Receipts sold in the United States to Qualified Institutional Buyers under Rule 144A and the Underlying Units are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and accordingly may not be reoffered, or resold, pledged or otherwise transferred except: (A) to the REIT; (B) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act; or (C) pursuant to a registration statement that has been declared effective under the 1933 Act, and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdiction.

• (b) The REIT confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the 1934 Act or have a reporting obligation pursuant to Section 13 or 15(d) of the 1934 Act. The REIT covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act or the REIT shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the REIT in accordance with the 1934 Act, the REIT shall promptly deliver to the Subscription Receipt Agent a certificate of an officer of the REIT (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may require at the time. The REIT acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.

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2.19 Listing of Subscription Receipts

The REIT hereby confirms that application has been made for the Subscription Receipts and the Underlying Units to be listed and posted for trading on the TSX and that the conditional approval of the TSX for the listing of the Subscription Receipts and the Underlying Units has been obtained. The REIT shall use all reasonable efforts to satisfy all of the conditions of such conditional approval as may be required for the purpose of securing such listing.

2.20 Cancellation of Surrendered Subscription Receipt Certificates

All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.14, 2.15, 3.4, 3.6 and 6.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and, if required by the REIT, the Subscription Receipt Agent shall furnish the REIT with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.

2.21 Non-Resident Ownership

• (a) At no time may Non-Residents be the beneficial owners of more than 49% of the Units then outstanding. The trustees of the REIT may require a Holder to provide the trustees of the REIT with a declaration as to the jurisdictions in which beneficial owners of Subscription Receipts are resident and as to whether such beneficial owners are Non-Residents. If the trustees of the REIT become aware, as a result of requiring such declarations as to beneficial ownership or as a result of any other investigations, that the beneficial owners of 49% of the Units then outstanding are, or may be, Non-Residents or that such a situation is imminent, the trustees of the REIT may make a public announcement thereof and the Subscription Receipt Agent shall not accept a subscription for Subscription Receipts from or issue or register a transfer of Subscription Receipts, or an issuance of Units pursuant to Subscription Receipts, to a person unless the person provides a declaration in form and content satisfactory to the trustees of the REIT that the person is not a Non-Resident.

• (b) If, notwithstanding the foregoing, the trustees of the REIT determine that more than 49% of the Units then outstanding would be held by Non-Residents, the trustees of the REIT may send a notice to such Non-Resident Holders of Subscription Receipts chosen in inverse order to the order of acquisition or registration or in such other manner as the trustees of the REIT may consider equitable and practicable, requiring such Holders to sell their Subscription Receipts or a portion thereof within a specified period of not less than 60 days. If the Holders of Subscription Receipts receiving such notice have not sold the specified number of Subscription Receipts or provided the trustees of the REIT with satisfactory evidence that they are not Non-Residents within such period, the trustees of the REIT may, on behalf of such Holders, sell such Subscription Receipts without further notice and, in the interim, must suspend any voting and distribution rights attached to such Subscription Receipts. Upon such sale, the affected Holders shall cease to be Holders of the relevant Subscription Receipts and their rights shall be limited to receiving the net proceeds of sale, upon surrender of the certificates, if any, representing such Subscription Receipts. The

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trustees of the REIT shall have no liability for the amount received provided that they act in good faith. The REIT may direct the Subscription Receipt Agent to assist the trustees of the REIT with respect to any of the foregoing.

• (c) For greater certainty, the REIT may sell Subscription Receipts in accordance with the terms hereof despite the fact that the REIT does not possess the Subscription Receipt Certificate or Subscription Receipt Certificates, if any, representing the Subscription Receipts at the time of the sale.

• (d) The trustees of the REIT shall have the sole right and authority to make any determination required or contemplated under this Section 2.21. The trustees of the REIT shall make all determinations necessary for the administration of the provisions of this Section 2.21 and, without limiting the generality of the foregoing, if the trustees of the REIT consider that there are reasonable grounds for believing that a contravention of the Non-Resident ownership restriction has occurred or will occur, the trustees of the REIT shall make a determination with respect to the matter. Any such determination shall be conclusive, final and binding except to the extent modified by any subsequent determination by the trustees of the REIT. Notwithstanding the foregoing, the trustees of the REIT may delegate, in whole or in part, their power to make a determination to any officer of the REIT.

• (e) Notwithstanding the foregoing, the trustees of the REIT may determine not to take any of the actions described above if the trustees of the REIT have been advised by legal counsel that the failure to take any of such actions would not adversely impact the status of the REIT as a “mutual fund trust” for purposes of the Tax Act or, alternatively, may take such other action or actions as may be necessary to maintain the status of the REIT as a “mutual fund trust” for purposes of the Tax Act.

• (f) For greater certainty, the Subscription Receipt Agent has no obligation in making any of the determinations necessary for the administration of the provisions of this Section 2.21.

ARTICLE 3 ISSUANCE OF UNDERLYING UNITS OR REFUND OF SUBSCRIPTION PRICE

3.1 Escrow Release Notice

If the Escrow Release Conditions are satisfied on or before the Deadline, the REIT shall, no later than the Acquisition Closing Time:

• (a) forthwith cause to be delivered to the Subscription Receipt Agent and the Lead Underwriters an Escrow Release Notice, executed by the REIT, confirming that the Acquisition Closing Time will occur on or before the Deadline; and

• (b) no later than the Acquisition Closing Time, issue and deliver to the Subscription Receipt Agent a Written Direction of the REIT to issue to the Holders one

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Underlying Unit for each Subscription Receipt then outstanding (subject to any applicable adjustment).

3.2 Release of the Escrowed Funds

If the REIT has delivered the Escrow Release Notice in accordance with Section 3.1(a):

• (a) the REIT shall be entitled to receive from the Subscription Receipt Agent the Escrowed Funds (including any Earned Interest), less the amounts referred to in Subsections 3.2(b) and 3.2(c) and less any amounts payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred;

• (b) the REIT shall be deemed to have instructed the Subscription Receipt Agent to pay from the Escrowed Funds by wire transfer to BMO, the Balance of the Underwriters’ Fee; and

• (c) the Subscription Receipt Agent shall deliver, or cause to be delivered, the funds referred to in Subsection 3.2(a) to or at the direction of the REIT and the funds referred to in Subsection 3.2(b) to BMO, and the funds referred to in Subsection 3.4(c) to the Holders, all as provided in the Escrow Release Notice referred to in Subsection 3.1(a), at the Acquisition Closing Time or on or about the third Business Day after the Acquisition Closing Date, as applicable.

Subject to Section 5.1, any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 10:00 a.m. (Toronto time) or any later time as may be agreed to by the REIT and the Subscription Receipt Agent, acting reasonably, on the day on which the Escrowed Funds are to be released. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a best efforts basis and may result in Escrowed Funds being released on the next Business Day.

If the Acquisition is not completed for any reason, the REIT shall forthwith return to the Subscription Receipt Agent the funds received from the Subscription Receipt Agent pursuant to this Section 3.2.

3.3 Special Release of the Escrowed Funds to Close Acquisition

In addition, and notwithstanding Section 3.2, the REIT shall be entitled to receive from the Subscription Receipt Agent some or all of the Escrowed Funds, less the amount required to make the payments set forth in Subsections 3.2(b) and 3.4(c) (the “ Released Amount ”) prior to the occurrence of the Acquisition Closing Time upon the Subscription Receipt Agent receiving the following documents on or before the Deadline:

• (a) a written notice in substantially the form set out in Schedule “B” (the “ Escrow Notice ”) signed by the REIT (i) confirming that the REIT wishes to deposit the Released Amount into an escrow arrangement (the “ Escrow Arrangement ”) with Counsel and/or such other counsel(s) or notary(ies) or agent(s) directed by the REIT (the “ Escrow Agent ”), for purposes of closing the Acquisition and for no

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other purpose, and such Escrow Agent shall undertake that the Released Amount shall be delivered to or to the order of such person as the REIT directs in writing, if the Acquisition Closing Time occurs on or before the Deadline and shall be returned to the Subscription Receipt Agent if the Acquisition Closing Time does not occur on or before the Deadline, and (ii) directing the Subscription Receipt Agent to deliver the Released Amount to the Escrow Agent; and

• (b) an undertaking (the “ Undertaking ”), signed by the REIT and the Escrow Agent, that the Released Amount is being delivered to the Escrow Agent for deposit pursuant to the terms of the Escrow Arrangement for purposes of closing the Acquisition and for no other purpose, and that if the Acquisition Closing Time occurs on or before the Deadline, the Released Amount will be delivered to or to the order of such person as the REIT directs in writing, and that if the Acquisition Closing Time does not occur on or before the Deadline, the Released Amount will be immediately returned to the Subscription Receipt Agent to be released or returned pursuant to the terms of this Agreement.

Upon receipt of such Escrow Notice and Undertaking, the Subscription Receipt Agent shall promptly deliver the Released Amount to the Escrow Agent. Upon the Subscription Receipt Agent receiving written confirmation from the REIT and the Escrow Agent that the conditions of the Acquisition have been fulfilled and that the Acquisition Closing Time will occur on or before the Deadline, the provisions of Sections 3.1(a), 3.1(b) and 3.2 shall apply mutatis mutandis .

Subject to Section 5.1, any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 10:00 a.m. (Toronto time) or any later time as may be agreed to by the REIT and the Subscription Receipt Agent, acting reasonably, on the day on which the Released Amount is to be released. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a best efforts basis and may result in the Released Amount being released on the next Business Day.

3.4 Issue of Underlying Units and Payment Thereon

• (a) If either (i) the REIT has delivered the Escrow Release Notice in accordance with Subsection 3.1(a); or (ii) the Escrow Notice and the Undertaking have been delivered in accordance with Section 3.3; and upon receiving written confirmation from the REIT that the Acquisition Closing Time occurs on or before the Deadline, the REIT shall cause the Subscription Receipt Agent to deliver, or cause to be delivered, Underlying Units referred to in Subsection 3.1(b) to the Holders, for the Subscription Receipts of such Holders.

• (b) Notwithstanding the actual time of delivery of the Underlying Units pursuant to Subsection 3.4(a), if the Acquisition Closing Time occurs on or before the Deadline, the Underlying Units shall be and shall be deemed to be automatically issued to Holders in accordance with the right of such Holders as set out in Subsection 2.3(a)(i) (which right shall be, and shall be deemed to be, exercised upon the occurrence of the Acquisition Closing Time), without payment of any additional consideration or further action on the part of the Holder, and such Underlying Units shall be deemed to be issued at the Acquisition Closing Time

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and the persons to whom such Underlying Units are to be issued shall be deemed to have become the holders of record of such Underlying Units at the Acquisition Closing Time.

• (c) In addition to Subsection 3.4(b), if the Acquisition Closing Time occurs on or before the Deadline, each Holder immediately prior to the Acquisition Closing Time shall be entitled to receive, without duplication, on or about the third Business Day following the Acquisition Closing Date, an amount, if any, representing the Subscription Receipt Adjustment Payment, less applicable withholding taxes, if any, for each Subscription Receipt so held, provided that to the extent that the Subscription Receipt Adjustment Payment represents amounts in respect of cash distributions on the Underlying Units for which record dates have occurred but that have not yet been paid, such amounts shall not be payable to Holders, unless the REIT otherwise elects, until the date the related cash distribution(s) is(are) paid to the holders of Units. The amount equal to the Subscription Receipt Adjustment Payment, if any, less any applicable withholding taxes, to be paid to each Holder under this Section 3.4 shall be satisfied by the Subscription Receipt Agent (i) by way of a pro rata share of the Earned Interest to which the REIT would otherwise have been entitled under Subsection 3.2(a), and (ii) if the Subscription Receipt Adjustment Payment exceeds the amount in (i), the excess shall be paid by the Subscription Receipt Agent as a refund of the Subscription Price by way of a pro rata share of the Escrowed Funds to which the REIT would otherwise have been entitled under Subsection 3.2(a), and the Subscription Receipts issued pursuant hereto shall be considered to be issued for consideration equal to the Subscription Price less the amount of such refund. Any amount that cannot be satisfied by the Escrowed Funds shall be satisfied by the REIT. The Subscription Receipt Agent shall only make payments under this Section 3.4 to the extent that the Escrowed Funds and the monies which have been deposited with it pursuant to Section 2.16 are sufficient to make such payment. Subject to sufficient funds being available to it, the Subscription Receipt Agent hereby agrees to cause any amounts to be paid to Holders pursuant to this Subsection 3.4(c) on the third Business Day following the Acquisition Closing Date or the date the related cash distribution(s) is(are) paid to holders of Units, as applicable.

• (d) Effective immediately after the Underlying Units have been, or have been deemed to be, issued as contemplated in Subsection 3.4(b), and the Subscription Receipt Agent has issued the cheque or cheques or made wire transfers for the amounts specified in Subsection 3.4(c), the Subscription Receipts relating thereto shall be void and of no value or effect.

• (e) If any amount payable to Holders pursuant to Subsection 3.4(c) is subject to withholding taxes, the Subscription Receipt Agent shall remit such taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent’s and/or the REIT’s obligation to pay such amount to the relevant Holder.

• (f) The Subscription Receipt Agent shall not be responsible for calculating the amounts owing under Section 3.2 or Section 3.3, but shall be entitled to rely on

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the Escrow Release Notice specifying the payments to be made pursuant to Section 3.2 or Section 3.3.

3.5 Fractions

Notwithstanding anything herein contained, the REIT shall not be required, upon the exchange or deemed exchange of a Subscription Receipt, to issue fractions of Units. In lieu of fractional Units, there shall be paid by the REIT to the Holder, an amount equal to the then current market value of such fractional interest computed on the basis of the Current Market Price immediately prior to the Acquisition Closing Date multiplied by such fractional interest. Such calculation of funds payable will be completed by the REIT.

3.6 Payment on Termination

• (a) If a Termination Event occurs, the REIT shall forthwith notify the Subscription Receipt Agent and the Lead Underwriters in writing and deliver to the Subscription Receipt Agent a Written Request of the REIT to make the payments required pursuant to this Section 3.6, and shall promptly issue a press release, announcing the occurrence of a Termination Event.

• (b) If a Termination Event occurs, the Subscription Receipt registers shall be closed as at 5:00 p.m. (Toronto time) on the date of the Termination Event.

• (c) If a Termination Event occurs, the REIT shall cause the Subscription Receipts to be delisted from the TSX.

• (d) If a Termination Event occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Holder shall be entitled from and after the Termination Event, but shall receive on or about the Termination Payment Time, by cheque an amount equal in the aggregate to: (i) the Subscription Price in respect of each of such Holder’s Subscription Receipts; and (ii) such Holder’s pro rata share of the Earned Interest and Deemed Interest, less applicable withholding taxes, if any.

• (e) If a Termination Event occurs, the REIT shall, as soon as practicable, and in any event no later than the Business Day immediately preceding the Termination Payment Time, pay and deliver to the Subscription Receipt Agent an amount equal to the aggregate of 50% of the Basic Underwriters’ Fee and 50% of the Over-Allotment Underwriters’ Fee, if applicable, and the Deemed Interest in order to enable the Subscription Receipt Agent to effect the payment in full to Holders of the amounts due to them under Subsection 3.6(d) above.

• (f) The amount payable to each Holder under Subsection 3.6(d) shall be satisfied from the Escrowed Funds and the amount paid pursuant to Subsection 3.6(e). Any amount not satisfied from the Escrowed Funds and the amount paid pursuant to Subsection 3.6(e) shall be satisfied by the REIT which shall deposit an amount equal to such shortfall with the Subscription Receipt Agent no later than the Business Day immediately preceding the Termination Payment Time. The Subscription Receipt Agent shall only be obliged to make payments under this

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Section 3.6 to the extent that the Escrowed Funds, the Earned Interest and the amount paid pursuant to Subsection 3.6(e) and the monies which have been deposited with it pursuant to this Section 3.6 are sufficient.

• (g) The obligation to make the payment of the amount specified in Subsection 3.6(d) shall be satisfied by mailing payment by cheque payable to the Holder at the Holder’s registered address or by making a wire transfer for the account of such Holder through CDS.

• (h) Upon the mailing or delivery of any cheque or the making of any wire transfer as provided in Subsection 3.6(g) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) and, where an amount has been withheld on account of tax, the amount of such tax withheld and remitted to the appropriate taxing authority, all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect.

3.7 Calculations

The Subscription Receipt Agent shall not be responsible for calculating any amounts owing under Sections 3.4 and 3.6, but shall be entitled to rely absolutely on the Written Request of the REIT specifying the payments to be made pursuant thereto.

3.8 Distribution Equivalency Payments

In the event any Distribution Equivalency Payment (as defined in the Prospectus) is required to be made to Holders of Over-Allotment Subscription Receipts, the REIT and the Underwriters may agree that such payment shall be treated in the same manner as a Subscription Receipt Adjustment Payment and made, less any applicable withholding taxes, in accordance with the provisions of Section 3.4(c) herein. For greater certainty, in no event shall the REIT be responsible for any Distribution Equivalency Payment under the Underwriting Agreement for any period if the REIT has made a Subscription Receipt Adjustment Payment with respect to such period.

ARTICLE 4 ADJUSTMENT

4.1 Definitions

In this Article 4, references to “record date” refer to the particular time on such relevant date stipulated for such event and otherwise refers to 5:00 p.m. (Toronto time) on such date.

4.2 Adjustment

The rights attached to the Subscription Receipts may be subject to adjustment from time to time in the events and in the manner provided as follows:

• (a) If at any time after the issuance of the Subscription Receipts and before the earlier of the Acquisition Closing Time and the Deadline, the REIT:

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• (i) subdivides, redivides or changes its outstanding Units into a greater number of Units,

• (ii) reduces, combines, consolidates or changes its outstanding Units into a lesser number of Units, or

• (iii) issues Units to all or substantially all of the holders of Units by way of a unit distribution, unit dividend or otherwise;

(any of such events in Sections 4.2(a)(i), 4.2(a)(ii) and 4.2(a)(iii) being called a “ Unit Reorganization ”), then the number of Underlying Units with respect to each Subscription Receipt will be adjusted as of the record date at which the holders of Units are determined for the purpose of the Unit Reorganization by multiplying the number of Underlying Units theretofore obtainable immediately prior to such record date by a fraction, the numerator of which will be the number of Units outstanding on the record date after giving effect to such Unit Reorganization and the denominator of which will be the number of Units outstanding on the record date before giving effect to such Unit Reorganization.

• (b) If at any time after the issuance of the Subscription Receipts and before the earlier of the Acquisition Closing Time and the Deadline there is a reclassification of Units outstanding or a change of the Units into other units or into other securities (other than a Unit Reorganization), or a consolidation, amalgamation, arrangement or merger of the REIT (including a business combination or exchange of like effect) with or into any REIT or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Units or a change of the Units into other units or securities), or a transfer of the undertaking or assets of the REIT as an entirety or substantially as an entirety to another entity, or a record date for any of the foregoing events occurs (any of such events being herein called a “ Capital Reorganization ”), any Holder who is entitled to receive Underlying Units pursuant to Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall be entitled to receive, and shall accept in lieu of the number of Underlying Units to which such Holder was theretofore entitled, the aggregate number of Units, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such Capital Reorganization, the Holder had been the registered holder of the number of Underlying Units to which such Holder was theretofore entitled with respect to the Subscription Receipts subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 4.2, provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps have been taken to so entitle the Holders. If determined appropriate by the REIT, acting reasonably, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.2 with respect to the rights and interests thereafter of the Holders to the end that the provisions set forth in this Section 4.2 shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any Units, other securities or other property thereafter deliverable pursuant to the

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terms of any Subscription Receipt. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the REIT, acting reasonably and absent manifest error, shall for all purposes be conclusively deemed to be the appropriate adjustment.

• (c) If at any time after the issuance of the Subscription Receipts and prior to the earlier of the Acquisition Closing Time and the Deadline, the REIT issues or distributes to the holders of all or substantially all of the outstanding Units, cash or securities of the REIT, including rights, options or warrants to acquire Units or securities convertible into or exchangeable for Units or property or assets, including cash or evidences of indebtedness, other than as a result of a Unit Reorganization or a Capital Reorganization and other than amounts to be included in any Subscription Receipt Adjustment Payment, or a record date for any of the foregoing events occurs, the Holders will be entitled to receive, and will receive for the same aggregate consideration payable, if any, in addition to the number of Underlying Units to which such Holder was theretofore entitled, the kind and amount of Units, cash or other securities or property which result from such issue or distribution as if, on the record date at which holders of Units are determined for the purpose thereof, such Holder had been the registered holder of the number of Units to which the Holder was theretofore entitled. Any such transaction will be subject to approval of the TSX, if required.

• (d) The adjustments provided for in this Section 4.2 are cumulative and shall apply to successive subdivisions, consolidations, changes, distributions, issues or other events resulting in any adjustments under the provisions of this Section 4.2.

• (e) In case the REIT, after the date hereof, shall take any action affecting the Units, other than the actions described in this Section 4.2 which, in the reasonable opinion of the trustees of the REIT, would materially affect the rights of the Holders and/or the rights attaching to the Subscription Receipts, then the number of Underlying Units which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the trustees of the REIT may, in their discretion, determine to be equitable to the Holders in such circumstances. Any discretion of the trustees of the REIT to adjust the number of Underlying Units which are to be received pursuant to the Subscription Receipts shall be subject to the rules of the TSX.

• (f) In the event of any question arising with respect to the adjustment provided in this Section 4.2, such question shall be conclusively determined by a firm of chartered accountants appointed by the REIT and acceptable to the Subscription Receipt Agent (who may be the auditors of the REIT); such accountants shall have access to all necessary records of the REIT and such determination, absent manifest error, shall be binding upon the REIT, the Subscription Receipt Agent, the Lead Underwriters on behalf of the Underwriters and the Holders.

• (g) The Subscription Receipt Agent may rely upon certificates and other documents filed by the REIT pursuant to this Article 4 for all purposes of any adjustment.

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4.3 Notice of Certain Events

• (a) Promptly upon the occurrence of the earlier of the effective date of or the record date for any event referred to in Section 4.2 that requires an adjustment in the number of Underlying Units, the REIT shall file with the Subscription Receipt Agent an Officer’s Certificate of the REIT specifying the particulars of the event and, if determinable, the adjustment and computation of the adjustment and the Subscription Receipt Agent may act and rely absolutely on such certificate of the REIT.

• (b) If notice has been given under subsection 4.3(a) and the adjustment is not then determinable, the REIT shall promptly, after the adjustment is determinable;

• (i) file with the Subscription Receipt Agent a computation of the adjustment; and

• (ii) give notice to the Holders and the Lead Underwriters, on behalf of the Underwriters, of the adjustment.

• (c) If a dispute shall at any time arise with respect to adjustments referred to in this Section 4.3, the dispute shall be conclusively determined by the REIT’s auditors or if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the trustees of the REIT and any such determination shall, absent manifest error, be binding upon the REIT, the Lead Underwriters, the Subscription Receipt Agent and all Holders.

4.4 Protection of Subscription Receipt Agent

The Subscription Receipt Agent:

• (a) shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment when made, or with respect to the method employed in making the same;

• (b) shall not be accountable with respect to the validity or value (or kind or amount) of any Units, or other securities or property which may at any time be issued or delivered upon the conversion of the rights attaching to any Subscription Receipt; and

• (c) shall be entitled to act and rely on any adjustment calculation of the trustees of the REIT and the REIT’s auditors.

ARTICLE 5

INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

5.1 Deposit of Escrowed Funds in Escrow

The REIT shall direct that the Underwriters deliver the Escrowed Funds to the Subscription Receipt Agent by way of electronic wire transfer. The Subscription Receipt Agent shall

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immediately place such funds in a segregated account in accordance with the provisions of this Article 5.

5.2 Investment of the Escrowed Funds

Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more interestbearing segregated bank accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks (each an “ Approved Bank ”) each of which shall be a “qualified investment” within the meaning of section 204 of the Tax Act. The Subscription Receipt Agent shall pay interest at an annual rate agreed to between the Subscription Receipt Agent and the Approved Bank provided the Subscription Receipt Agent provides notice to the REIT and the Lead Underwriters of said interest rate. Such payment obligation shall be calculated daily and paid to the account(s) within three Business Days of each month-end or sooner, as applicable, and shall become a part of, the Escrowed Funds (and any losses, if any, on such investments shall be debited to the Escrowed Funds). Any bank charges and similar fees shall be charged to the REIT.

At any time and from time to time, the REIT will be entitled to direct the Subscription Receipt Agent by Written Request of the REIT (i) not to deposit any new amounts in any Approved Bank specified in the notice and/or (ii) to withdraw all or any of the Escrow Funds that may then be deposited with any Approved Bank specified in the Written Request of the REIT and re-deposit such amount with one or more of such other Approved Banks as specified in such Written Request of the REIT. With respect to any Written Request of the REIT relating to a withdrawal, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the REIT acknowledges and agrees that such specified amount remains at the sole risk of the REIT prior to and after such withdrawal.

The Escrowed Funds held by the Subscription Receipt Agent pursuant to this Agreement shall, prior to the Acquisition Closing Time or a Termination Event, as applicable, be held by the Subscription Receipt Agent as agent and bailee for the benefit of the Holders and thereafter for the benefit of the Holders or the REIT, as applicable, and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Holders or the REIT.

The Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from deposit made pursuant to this Article 5, including any losses resulting from a default by the Approved Bank or any credit losses (whether or not resulting from such a default), except for losses resulting from its own negligence, wilful misconduct or bad faith.

The parties hereto acknowledge and agree that the Subscription Receipt Agent will have acted prudently in depositing the Escrowed Funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

5.3 Segregation of the Escrowed Funds

The Escrowed Funds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of

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such Escrowed Funds, shall be received as agent for, and shall be segregated and kept apart by the Subscription Receipt Agent in escrow pursuant to the terms of this Agreement.

5.4 Payment of Interest

Any Earned Interest which is not required to be paid to the Holders pursuant to an express provision hereof shall accrue to the benefit of and belong to the REIT.

ARTICLE 6 RIGHTS OF THE REIT AND COVENANTS

6.1 Optional Purchases by the REIT

Subject to applicable law, the REIT may, from time to time, purchase by private contract or otherwise, for cancellation, any of the Subscription Receipts.

6.2 General Covenants

The REIT hereby covenants with the Subscription Receipt Agent and the Lead Underwriters that so long as any Subscription Receipts remain outstanding:

• (a) it will use its best efforts to maintain its existence as a trust;

• (b) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer (or the equivalent) not in default in each of the provinces and territories of Canada in which it is presently a reporting issuer (or the equivalent);

• (c) it will promptly announce by press release the Acquisition Closing Date or a Termination Event, as the case may be in accordance with the provisions of this Agreement;

• (d) it will promptly perform and carry out all of the acts or things to be done by it as provided in this Agreement;

• (e) it will reserve and keep available a sufficient number of Units for the purpose of enabling it to satisfy its obligations to issue Underlying Units pursuant to the Subscription Receipts;

• (f) it will cause the Underlying Units to be duly issued and delivered in accordance with this Agreement and such Underlying Units will be issued as fully paid and non-assessable Units; and

• (g) it will use its best efforts to ensure that the Subscription Receipts are listed and posted for trading on the TSX and the Underlying Units will be listed and posted for trading on the TSX when issued.

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6.3 Subscription Receipt Agent’s Remuneration, Expenses and Indemnification

• (a) The REIT hereby covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand.

• (b) The REIT hereby indemnifies and saves harmless the Subscription Receipt Agent and its officers, directors, employees and agents (each an “ Indemnified Party ”) from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Agreement, save only in the event of the gross negligence, wilful misconduct or bad faith of any Indemnified Party.

• (c) It is hereby understood and agreed that this Section 6.3 shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent.

6.4 Performance of Covenants by the Subscription Receipt Agent

If the REIT shall fail to perform any of its covenants contained in this Agreement, the Subscription Receipt Agent may notify the Holders and the Lead Underwriters of such failure on the part of the REIT or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Holders and the Lead Underwriters of such performance by it. All sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 6.3. No such performance, expenditure or advance by the Subscription Receipt Agent shall relieve the REIT of any default hereunder or of its continuing obligations under the covenants contained herein.

6.5 Accounting

The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds, and shall provide to the REIT and the Lead Underwriters records and statements thereof periodically upon written request. The REIT shall have the right to audit any such books, records, accounts and statements.

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6.6 Payments by the Subscription Receipt Agent

The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at the time of such disbursement.

6.7 Regulatory Matters

The REIT shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Underlying Units in the circumstances contemplated by Section 3.4 such that: (i) such issuance will comply with, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada; (ii) the first trade in Underlying Units (other than from the holdings of a person who, alone or in combination with others, hold sufficient Units to materially affect control of the REIT) will not be subject to, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada; and (iii) such Underlying Units will, as of their date of issuance, be listed and posted for trading on the TSX.

ARTICLE 7 ENFORCEMENT

7.1 Suits by the Holders

Subject to the powers of the Holders exercisable by extraordinary resolution, all or any of the rights conferred upon any Holder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Holder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Holders.

7.2 Immunity of Holders, Unitholders, Trustees, etc.

The Subscription Receipt Agent and, by the acceptance of the Subscription Receipts and as part of the consideration for the issue of the Subscription Receipts, the Holders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or future Unitholder, trustee, officer, employee or agent of the REIT or any successor entity for the issue of the Underlying Units pursuant to any Subscription Receipt or on any covenant, agreement, representation or warranty by the REIT contained herein or in the Subscription Receipts. For greater certainty, where any reference is made in this Agreement to an act to be performed by the REIT or to rights or obligations (including representations, warranties or covenants) of the REIT, such reference shall be construed and applied for all purposes as if it referred to an act to be performed by the trustees of the REIT on behalf of the REIT or by some other person duly authorized to do so by the trustees of the REIT or pursuant to the provisions hereof, or to the rights or obligations of the trustees of the REIT, in their capacity as trustees of the REIT, as the case may be. Moreover, no Holder or Unitholder as such will be subject to any personal liability whatsoever, for a fault or in contract or otherwise, to any party to this Agreement in connection with the obligations or the affairs of the REIT or the acts or omissions

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of the trustees of the REIT, whether under this Agreement or otherwise, and the other parties to this Agreement will look solely to the property and assets of the REIT for satisfaction of claims of any nature arising out of or in connection therewith and the property and assets of the REIT only will be subject to seizure or execution.

7.3 Limitation of Liability

Each of the parties hereto acknowledges the obligations of the REIT under this Agreement and that such obligations will not be personally binding upon, and that resort shall not be had to, nor shall recourse or satisfaction be sought from, the private property (including any property consisting of or arising from a distribution of any kind or nature by the REIT) of any of the trustees of the REIT, Unitholders, officers, employees, agents or annuitants or beneficiaries of any plan of which a Unitholder acts as trustee or carrier, of the REIT, but the property of the REIT or a specific portion thereof only shall be bound.

7.4 Contractual Right of Rescission

• (a) The initial purchaser of each Subscription Receipt (the “ Initial Holder ”) will have a contractual right of rescission, exercisable against the REIT by notice in writing given to the REIT in the manner provided for in Section 11.1 during the period following delivery of Underlying Units to the then-former Holders of Subscription Receipts under this Agreement up to and including (but not following) the date 180 days after the date of this Agreement, if the Initial Holder is or becomes entitled under the Securities Act (Ontario) to the remedy of rescission by reason of the Prospectus containing a misrepresentation as defined under the Securities Act (Ontario) or because the Prospectus was not delivered to such Initial Holder, not only with respect to the Initial Holder’s receipt of Underlying Units under the terms of the Subscription Receipt but also with respect to the purchase of the Subscription Receipt, and shall be entitled in connection with such rescission to a full refund from the REIT of the amount of the gross Subscription Price paid by the Initial Holder. This contractual right of rescission is granted by the REIT alone, but specifically not by the trustees or officers of the REIT, by the Subscription Receipt Agent or by the Underwriters, to each Initial Holder but not to any transferee of the Subscription Receipts of the Initial Holder, and is not assignable and may not be held for the benefit of any person other than such Initial Holder. This contractual right of rescission is in addition to any other right or remedy available to the Initial Holder under section 130 of the Securities Act (Ontario), or otherwise at law, and is subject to the defences, limitations and other provisions described under part XXIII of the Securities Act (Ontario). This contractual right of rescission must be exercised within 180 days after the date of this Agreement, failing which it is null and void.

• (b) Should a Holder exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the Holder’s funds have already been released to the REIT by the Subscription Receipt Agent, the Subscription Receipt Agent shall not be responsible for ensuring the obligation to issue the Underlying Units is cancelled and a refund is paid back to the Holder. In such cases, the Holder shall seek a refund directly from the REIT and subsequently, the REIT, upon surrender to the REIT or the Transfer Agent of any

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Underlying Units that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Subscription Receipt Agent in writing, to cancel the obligation to issue the Underlying Units and instruct the Transfer Agent to cancel any such Underlying Units on the register, which may have already been issued pursuant to the terms of the applicable Subscription Receipts. The Subscription Receipt Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned pursuant to this Section 7.4, nor shall the Subscription Receipt Agent be in any other way responsible in the event that any payment is not delivered or received pursuant to this Section 7.4. Notwithstanding the foregoing, in the event that the REIT provides the refund to the Subscription Receipt Agent for distribution to the Holder, the Subscription Receipt Agent shall return such funds to the Holder as soon as reasonably practicable, and in so doing, the Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any such funds.

ARTICLE 8 MEETINGS OF THE HOLDERS

8.1 Right to Convene Meetings

The Subscription Receipt Agent may, at any time and from time to time, and shall on receipt of a Written Request of the REIT or of a Holders’ Request and upon being funded and indemnified to its reasonable satisfaction by the REIT or by the Holders signing such Holders’ Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Subscription Receipt Agent failing to so convene a meeting within 30 days after receipt of such Written Request of the REIT or such Holders’ Request and funding and indemnity given as aforesaid, the REIT or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Province of Ontario or at such other place as may be determined by the Subscription Receipt Agent and approved by the REIT.

8.2 Notice

At least 21 days prior notice of any meeting of the Holders shall be given to the Holders in the manner provided for in Section 11.2 and a copy of such notice shall be sent by mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the REIT (unless the meeting has been called by the REIT). Such notice shall state the date (which shall be a Business Day) and time when, and the place where, the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Holders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 8.

8.3 Chairperson

An individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of

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the meeting, the Holders present in person or by proxy shall choose some individual present to be chairperson.

8.4 Quorum

Subject to the provisions of Section 8.11, at any meeting of the Holders a quorum shall consist of one Holder present in person or by proxy and holding not less than 5% of the then outstanding Subscription Receipts. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Holders or on a Holders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold 5% or more of the then outstanding Subscription Receipts.

8.5 Power to Adjourn

The chairperson of any meeting at which a quorum of the Holders is present may, with the consent of the Holders present, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

8.6 Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an extraordinary resolution as set out in Section 8.10 shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

8.7 Poll and Voting

• (a) On every extraordinary resolution as set out in Section 8.10, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Holders acting in person or by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by extraordinary resolution shall be decided by a majority of the votes cast on the poll.

• (b) On a show of hands, every person who is present and entitled to vote, whether as a Holder or as proxy for one or more absent Holders, or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each

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Subscription Receipt(s) then held or represented by him. A proxy need not be a Holder. In the case of joint Holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered Holders. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, held or represented by him.

8.8 Regulations

The Subscription Receipt Agent, or the REIT with the approval of the Subscription Receipt Agent, may from time to time make, and from time to time, vary such regulations as it shall think fit for:

• (a) the setting of the record date for a meeting of the Holders for the purpose of determining the Holders entitled to receive notice of and vote at such meeting;

• (b) the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual Holders of the Subscription Receipt Certificates specified therein;

• (c) the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the REIT or the Holders, convening the meeting, as the case may be, may in the notice convening the meeting direct;

• (d) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or faxed or transmitted by other electronic means before the meeting to the REIT or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

• (e) the form of the instrument of proxy; and

• (f) generally for the calling of meetings of the Holders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Holder, or be entitled to vote or be present

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at the meeting in respect thereof (subject to Section 8.9), shall be the Holders or their counsel, or duly appointed proxies of the Holders.

8.9 The REIT and Subscription Receipt Agent may be Represented

The REIT and its Counsel and the Subscription Receipt Agent and the Lead Underwriters, by their respective authorized agents, and employees and counsel for the Subscription Receipt Agent and the Lead Underwriters may attend any meeting of the Holders, but shall have no vote as such unless in their capacity as Holder or a proxy of a Holder.

8.10 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a duly convened meeting shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by extraordinary resolution:

• (a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders or the Subscription Receipt Agent (subject to the consent of the Subscription Receipt Agent) against the REIT or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement or the Subscription Receipts or otherwise;

• (b) to amend, alter or repeal any extraordinary resolution previously passed or sanctioned by the Holders;

• (c) to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the REIT contained in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders in any manner specified in such extraordinary resolution or to refrain from enforcing any such covenant or right;

• (d) to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the REIT in complying with any provisions of this Agreement or the Subscription Receipts either unconditionally or upon any conditions specified in such extraordinary resolution;

• (e) to restrain any Holder from taking or instituting any suit, action or proceeding against the REIT for the enforcement of any of the covenants on the part of the REIT in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders;

• (f) to direct any Holder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith;

• (g) to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipts and this Agreement or any ancillary or

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supplemental instrument which may be agreed to by the REIT, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission;

• (h) with the consent of the REIT (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed;

• (i) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with the holders of any Units or other securities of the REIT; and

• (j) to extend the Deadline subject to receiving the written consent of the Lead Underwriters.

8.11 Meaning of Extraordinary Resolution

• (a) The expression “extraordinary resolution” when used in this Agreement means, subject as hereinafter provided in this Section 8.11 and in Section 8.14, a resolution proposed to be passed as an extraordinary resolution at a meeting of the Holders (including an adjourned meeting) duly convened for that purpose and held in accordance with the provisions of this Article 8 and passed by the favourable votes of the Holders present in person or by proxy holding not less than 66⅔% of the then outstanding Subscription Receipts represented at the meeting and voted on a poll upon such resolution.

• (b) If, at any meeting called for the purpose of passing an extraordinary resolution, a quorum, being at least two Holders holding not less than 5% of the then outstanding Subscription Receipts, is not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or on a Holders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 14 later, and to such place and time as may be determined by the chairperson. Not less than seven days prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 11.2. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.

• (c) At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the favourable vote of holders of not less than 66⅔% of the Holders present or represented by proxy at the meeting voted upon on a poll shall be an extraordinary resolution within the meaning of this Agreement, notwithstanding that Holders of 5% or more of the Subscription Receipts then outstanding are not present in person or by proxy at such adjourned meeting.

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• (d) Votes on an extraordinary resolution shall always be given on a poll and no demand for a poll on an extraordinary resolution shall be necessary.

8.12 Powers Cumulative

Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by extraordinary resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise such power or powers or combination of powers then or thereafter from time to time.

8.13 Minutes

Minutes of all resolutions and proceedings at every meeting of the Holders shall be made and duly entered in books to be provided from time to time for that purpose by the REIT, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairperson or secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

8.14 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Article 8 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Holders, in person or by attorney duly appointed in writing, holding at least a majority of then outstanding Subscription Receipts with respect to a resolution that is not an extraordinary resolution, and the expression “resolution” when used not as part of “extraordinary resolution” in this Agreement shall include an instrument so signed, and holding at least 66⅔% of then outstanding Subscription Receipts with respect to an extraordinary resolution, and the expression “extraordinary resolution” when used in this Agreement shall include an instrument so signed.

8.15 Binding Effect of Resolutions

Every resolution and every extraordinary resolution passed in accordance with the provisions of this Article 8 at a meeting of the Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with Section 8.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

8.16 Holdings by the REIT Disregarded

In determining whether the Holders are present at a meeting of the Holders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, extraordinary resolution, Holders’ Request or other action under this Agreement, Subscription Receipts owned

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legally or beneficially by the REIT or any Affiliate of the REIT shall be disregarded in accordance with the provisions of Section 11.6.

ARTICLE 9 SUPPLEMENTAL AGREEMENTS

9.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the REIT, the Lead Underwriters and the Subscription Receipt Agent may, subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agents or representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

• (a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Subscription Receipt Agent relying on the advice of Counsel prejudicial to the interests of the Holders;

• (b) giving effect to any extraordinary resolution passed as provided in Article 8;

• (c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, prejudicial to the interests of the Holders;

• (d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

• (e) modifying any of the provisions of this Agreement, including relieving the REIT from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Holders or of the Subscription Receipt Agent, and in the opinion of the Lead Underwriters, such modification or relief in no way prejudices any of the rights of the Lead Underwriters, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative, and the Lead Underwriters may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Lead Underwriters when the same shall become operative; and

• (f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent

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provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, the rights of the Holders or of the Subscription Receipt Agent are in no way prejudiced thereby, and in the opinion of the Lead Underwriters, the rights of the Lead Underwriters are in no way prejudiced thereby.

9.2 Successor Entity

In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the REIT as an entirety or substantially as an entirety to another entity (“ successor entity ”), the successor entity resulting from such consolidation, amalgamation, merger or transfer (if not the REIT) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the REIT and the successor entity shall by supplemental agreement satisfactory in term to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, expressly assuming those obligations.

ARTICLE 10

CONCERNING THE SUBSCRIPTION RECEIPT AGENT

10.1 Rights and Duties of the Subscription Receipt Agent

• (a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own negligence, wilful misconduct or bad faith.

• (b) The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

• (c) The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.

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• (d) Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 10.1 and of Section 10.2.

• (e) The Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto.

• (f) The Subscription Receipt Agent shall not be responsible for ensuring that the Proceeds are used in the manner contemplated by the Prospectus.

• (g) The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment.

• (h) The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivered by hand, mail or any other means.

• (i) Subject to Section 10.1(a), the Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.

• (j) Subject to Section 10.1(a), the Subscription Receipt Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the REIT of any of the covenants herein contained or of any acts of any trustees, officers, employees, agents or servants of the REIT.

• (k) The Subscription Receipt Agent shall not be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and in the absence of any such notice, the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.

10.2 Evidence, Experts and Advisers

• (a) In addition to the reports, certificates, opinions and other evidence required by this Agreement, the REIT shall furnish to the Subscription Receipt Agent such

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additional evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by written notice to the REIT.

• (b) In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the REIT, certificates of the REIT or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Subscription Receipt Agent.

• (c) Whenever it is provided in this Agreement that the REIT shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the REIT to have the Subscription Receipt Agent take the action to be based thereon.

• (d) Proof of the execution of an instrument in writing, including a Holders’ Request, by any Holder may be made by the certificate of a commissioner of oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Holder, shall include a certificate of incumbency of such Holder together with a certified resolution authorizing the person who signs such instrument to sign such instrument.

• (e) The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent. The REIT shall pay or reimburse the Subscription Receipt Agent for any reasonable fees, expenses and disbursements of such counsel or advisors to the extent such expenses and disbursements are actually incurred by the Subscription Receipt Agent, and the Subscription Receipt Agent can provide evidence thereof, which is satisfactory to the REIT acting reasonably.

• (f) The Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

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10.3 Documents, Monies, etc. Held by the Subscription Receipt Agent

Any securities, monies, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or deposited for safekeeping with any such bank.

10.4 Actions by the Subscription Receipt Agent to Protect Interest

The Subscription Receipt Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.

10.5 The Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent shall not be required to give any bond or security in respect of the execution of this Agreement.

10.6 Protection of the Subscription Receipt Agent

By way of supplement to the provisions of any applicable law for the time being it is hereby expressly declared and agreed as follows:

• (a) the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 10.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the REIT;

• (b) nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;

• (c) the Subscription Receipt Agent shall not be bound to give notice to any person or persons of the execution hereof;

• (d) the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the REIT of any of the covenants herein contained or of any acts of any trustees, officers, employees or agents of the REIT; and

• (e) notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt Agent, except in the case of fraud, or, in the case of (b) and (c) below, gross negligence of the Subscription Receipt Agent, shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

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10.7 Replacement of Subscription Receipt Agent; Successor by Merger

• (a) The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 10.7, by giving to the REIT not less than 30 days prior notice in writing or such shorter prior notice as the REIT may accept as sufficient. The Holders by extraordinary resolution shall have power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent, subject to the provisions of Subsection 8.10(h).

• (b) In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the REIT, with the written consent of the Lead Underwriters, acting reasonably, shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Holders; failing such appointment by the REIT, the retiring Subscription Receipt Agent (at the expense of the REIT) or any Holder may apply to a justice of the Ontario Superior Court of Justice on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the REIT, or by the Court shall be subject to removal as aforesaid by the Holders.

• (c) Any new subscription receipt agent appointed under any provision of this Section shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the applicable legislation for any other provinces, in such other provinces. On any such appointment the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the request of the REIT or the new subscription receipt agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent at the expense of the REIT all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith.

• (d) Upon the appointment of a successor subscription receipt agent, the REIT shall promptly notify the Holders thereof in the manner provided for in Section 11.2.

• (e) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any trust resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Subscription Receipt Agent under Subsection 10.7(c).

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• (f) Any Subscription Receipt Certificate certified but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent.

10.8 Conflict of Interest

• (a) The Subscription Receipt Agent hereby represents to the REIT and the Lead Underwriters that, to the best knowledge of the Subscription Receipt Agent, at the time of execution and delivery hereof no material conflict of interest exists between its role as a subscription receipt agent hereunder and its role in any other capacity and hereby agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its appointment as Subscription Receipt Agent hereunder to a successor subscription receipt agent approved by the REIT and meeting the requirements set forth in Subsection 10.7(c). Notwithstanding the foregoing provisions of this Subsection 10.8(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipts shall not be affected in any manner whatsoever by reason thereof.

• (b) Subject to Subsection 10.8(a), the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the REIT and generally may contract and enter into financial transactions with the REIT or any affiliated entity of the REIT without being liable to account for any profit made thereby.

10.9 Tax Reporting

The REIT agrees that, for tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall be taxable, and the requisite tax reporting forms shall be issued, to the REIT in the taxation year that it was earned, notwithstanding no such amount has been distributed.

10.10 Acceptance of Appointment

The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties as custodian, bailee and agent hereunder upon the terms and conditions herein set forth. The parties confirm that no trust is intended to be, or is or will be, created hereby and that the Subscription Receipt Agent shall owe no duty hereunder as a trustee.

10.11 Subscription Receipt Agent Not to be Appointed Receiver

The Subscription Receipt Agent and any person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the REIT.

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10.12 Anti-money Laundering

• (a) The REIT hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent’s prescribed form as to the particulars of such third party.

• (b) The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline, then it shall have the right to resign on 10 days written notice to the REIT, provided that (i) the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

10.13 Privacy

The REIT acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

• (a) to provide the services required under this Agreement and other services that may be requested from time to time;

• (b) to help the Subscription Receipt Agent manage its service relationships with such individuals;

• (c) to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

• (d) if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

The REIT acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of the personal information may be

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transferred to service providers in the United States for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.

10.14 Force Majeure

None of the parties shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, economic sanctions, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 10.14.

ARTICLE 11 GENERAL

11.1 Notice to the REIT, the Subscription Receipt Agent and the Lead Underwriters

• (a) Unless herein otherwise expressly provided, any notice to be given hereunder to the REIT, BMO or the Subscription Receipt Agent shall be deemed to be validly given if delivered by hand courier or if transmitted by electronic means:

• (i) if to the REIT:

Slate Grocery REIT 121 King Street West Suite 200 Toronto, Ontario M5H 3T9

Attention: Ramsey Ali E-mail: ramsey@slateam.com

With copies (which shall not constitute notice) to:

McCarthy Tétrault LLP Box 48, Suite 5300 TD Bank Tower Toronto, Ontario M5K 1E6

Attention: Matthew Cumming E-mail: mcumming@mccarthy.ca

(ii) if to the Lead Underwriters:

BMO Nesbitt Burns Inc. 1 First Canadian Place, 4th Floor

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100 King Street West Toronto, ON M5X 1H3

Attention: Jonathan Li Email: Jonathan.Li@bmo.com

RBC Dominion Securities Inc. 200 Bay Street 17th Floor, South Tower, Royal Bank Plaza Toronto, Ontario, M5J 2J5

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

With copies (which shall not constitute notice) to:

Blakes, Cassels & Graydon LLP 199 Bay Street, Suite 4000 Toronto, ON M5L 1A9

Attention: William Fung E-mail: William.Fung@blakes.com

• (iii) if to the Subscription Receipt Agent:

TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario M5H 4H1

Attention: Vice President, Trust Services E-mail: tmxestaff-corporatetrust@tmx.com

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if faxed or otherwise transmitted by electronic means, on the day of transmission or, if such day is not a Business Day, on the first Business Day following the day of transmission.

• (b) the REIT, the Lead Underwriters or the Subscription Receipt Agent, as the case may be, may from time to time notify the other in the manner provided in Subsection 11.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the REIT, the Lead Underwriters or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

11.2 Notice to the Holders

• (a) Any notice to the Holders under the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed to such Holders at their post office addresses appearing on the register

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hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five Business Days following actual posting of the notice. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon.

• (b) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Holders or if delivered to the address for such Holders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.

• (c) All notices to joint holders of Subscription Receipts may be given to whichever one of the holders is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all such joint holders of the Subscription Receipts.

11.3 Evidence of Ownership

The REIT and the Subscription Receipt Agent may deem and treat the Holder of any Subscription Receipts as the absolute owner thereof for all purposes, and the REIT and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the REIT or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the REIT and the original or any intermediate holder of the Subscription Receipts and all persons may act accordingly. The receipt by any such Holder of the Underlying Units which may be acquired pursuant to the automatic conversion of Subscription Receipts shall be a good discharge to the REIT and the Subscription Receipt Agent for the same and none of the REIT or the Subscription Receipt Agent shall be bound to inquire into the title of any such Holder except where the REIT or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.

11.4 Satisfaction and Discharge of Agreement

Upon the earliest of:

• (a) the issuance of one or more certificates representing Underlying Units and/or entering of a Book-Entry Only System customer confirmation therefor evidencing the Underlying Units to the Holders and the payment of monies, if any, required to be paid to the REIT, the Holders and the Lead Underwriters pursuant to Section 3.2 and Section 3.4; or

• (b) the payment of all monies required where a Termination Event occurs as provided in Section 3.6,

this Agreement shall cease to be of further effect and the Subscription Receipt Agent, on demand of and at the cost and expense of the REIT and upon delivery to the Subscription Receipt Agent of a Certificate of the REIT stating that all conditions precedent to the satisfaction and discharge

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of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the REIT hereunder shall remain in full force and effect and survive the termination of this Agreement.

11.5 Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders

Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto, the Holders and, subject to Section 7.4, the transferees of Subscription Receipts, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Holders and, subject to Section 7.4, such transferees.

11.6 Subscription Receipts Owned by the REIT - Certificate to be Provided

For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the REIT or any affiliated entity of the REIT in Section 8.16, the REIT shall provide to the Subscription Receipt Agent, from time to time, a Certificate of the REIT setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the REIT or any affiliated entity of the REIT, and the Subscription Receipt Agent, in making the computations in Section 8.16, shall be entitled to rely on such certificate without requiring further evidence thereof. For greater certainty, the REIT shall not be required to provide a nil certificate.

11.7 [intentionally deleted]

11.8 Applicable Law

This Agreement and the Subscription Receipt Certificates shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

11.9 Invalidity, Etc.

Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.

11.10 Successors and Assigns

All covenants and agreements in the Agreement by the REIT shall bind its successors and assigns, whether expressed or not.

11.11 Time of Essence

Time is and shall remain of the essence of this Agreement.

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11.12 Counterparts

This Agreement may be executed and delivered in counterparts by facsimile or other electronic form, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

11.13 English Language

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Agreement and all documents relating thereto, including the form of Subscription Receipt Certificate attached hereto as Schedule “A”, be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et exigé que le présent contrat et tous les documents s’y rapportant y compris, sans restreindre la portée générale de ce qui précède, le formulaire de certificat de reçu de souscription joint aux présentes à titre d’annexe A, soient rédigés en langue anglaise seulement.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF the parties have executed this Agreement.

SLATE GROCERY REIT

By: /s/ Ramsey Ali Authorized Signing Officer

BMO NESBITT BURNS INC.

By: /s/ Jonathan Li Authorized Signing Officer

RBC DOMINION SECURITIES INC.

By: /s/ David Switzer Authorized Signing Officer

TSX TRUST COMPANY

By: /s/ Brett Higgs Authorized Signing Officer

By: /s/ Donald Crawford Authorized Signing Officer

MT DOCS 21377577

SCHEDULE “A”

FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

Unless this Certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to Slate Grocery REIT (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate. This certificate is issued pursuant to a Book-Entry Only Securities Services Agreement between Issuer and CDS, as such agreement may be replaced or amended from time to time.

SLATE GROCERY REIT (a trust organized under the laws of the Province of Ontario)

NUMBER: ●

CUSIP: 831062112 ISIN: CA 8310621120

THIS IS TO CERTIFY THAT for value received, _______ (the “ Holder ”) is the registered holder of _________Subscription Receipts represented hereby.

The Subscription Receipts represented by this certificate (the “ Subscription Receipt Certificate ”) are issued pursuant to a Subscription Receipt Agreement (the “ Subscription Receipt Agreement ”) dated March 31, 2021 between Slate Grocery REIT (the “ REIT ”), BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc., each on its own behalf, and together, for and on behalf of 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., and TSX Trust Company (the “ Subscription Receipt Agent ”). Capitalized terms used in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.

Each Subscription Receipt entitles the Holder:

• (a) provided that the Acquisition Closing Time occurs on or before the Deadline, to receive, with effect as of the Acquisition Closing Time, without payment of additional consideration or further action, one fully paid and non-assessable Underlying Unit of the REIT, together with the Holder’s Subscription Receipt Adjustment Payment, if any, less applicable withholding taxes, if any, subject to adjustment as provided in the Subscription Receipt Agreement; or

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• (b) in the event a Termination Event occurs, to be reimbursed the Subscription Price of C$11.65 for each Subscription Receipt represented hereby, and an amount equal to the Holder’s pro rata share of the Earned Interest and the Deemed Interest, less applicable withholding taxes, if any,

all in the manner and on the terms and conditions set out in the Subscription Receipt Agreement.

Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the Holders and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Subscription Receipt Certificate, the terms of the Subscription Receipt Agreement shall prevail to the extent of the inconsistency.

The Subscription Receipt Agreement provides for adjustment in the number of Underlying Units to be issued for Subscription Receipts in certain events therein set forth. The Subscription Receipt Agreement contains provisions making binding upon all Holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions therein set forth.

This Subscription Receipt Certificate shall not be valid for any purpose whatever unless and until it has been countersigned by or on behalf of the Subscription Receipt Agent.

After the Acquisition Closing Time, this Subscription Receipt Certificate and all rights hereunder other than the right to receive the Underlying Units and the Holder’s Subscription Receipt Adjustment Payment, if any, less applicable withholding taxes, if any, as stated above, will be void and of no value.

The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a Unitholder of the REIT or entitle such Holder to any right or interest in respect thereof except as herein and in the Subscription Receipt Agreement expressly provided.

The Subscription Receipts evidenced by this certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered holder hereof or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent, only in compliance with the terms of the Subscription Receipt Agreement and upon payment of the charges provided for in the Subscription Receipt Agreement and upon compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe. The transfer register shall be closed at 5:00 p.m. (Toronto time) on the date of a Termination Event.

The Subscription Receipt Agreement contains restrictions on the percentage of ownership by Non-Residents of Units (on a diluted basis assuming exchange of all outstanding Subscription Receipts for Units) which may require the trustees of the REIT to sell Subscription Receipts belonging to a holder of Subscription Receipts who is a Non-Resident.

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Time shall be of the essence hereof. This Subscription Receipt Certificate is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

IN WITNESS WHEREOF Slate Grocery REIT has caused this Subscription Receipt Certificate to be signed by its duly authorized representative as of the _ day of ______, 2021.

TSX TRUST COMPANY, as SLATE GROCERY REIT Subscription Receipt Agent

By: By: Name: Name: Title: Title:

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FORM OF TRANSFER

TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario M5H 4H1 Attn: Stock Transfer

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to

____________ _______(print name, address and Social Insurance Number/Social Security Number of Transferee) the Subscription Receipt represented by this Subscription Receipt Certificate and hereby irrevocable constitutes and appoints ______ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Subscription Receipt.

In the case of a Subscription Receipt Certificate that contains a U.S. restrictive legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

• (A) the transfer is being made only to the REIT;

• (B) the transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the 1933 Actor; or

• (C) the transfer is being made pursuant to a registration statement that has been declared effective under the 1933 Act.

• If transfer is to a U.S. Person, check this box.

DATED this _ day of__, 2021.

SPACE FOR GUARANTEES OF SIGNATURES ) (SEE INSTRUCTIONS BELOW) ) ______ ) Signature of Transferor ) ________ ) __________ Guarantor’s Signature/Stamp ) Name of Transferor

REASON FOR TRANSFER – For U.S. Residents only (where the individual(s) or REIT receiving the securities is a US resident). Please select only one (see instructions below).

Gift Estate Private Sale Other (or no change in ownership)

Date of Event (Date of gift, death or sale): Value per Subscription Receipt on the date of event:

==> picture [157 x 31] intentionally omitted <==

==> picture [135 x 30] intentionally omitted <==

CAD OR USD

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CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

• Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

• Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

• Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the

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transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR U.S. RESIDENTS ONLY

Consistent with U.S. IRS regulations, TSX Trust Company is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

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SCHEDULE “B” FORM OF ESCROW RELEASE NOTICE

TO: TSX TRUST COMPANY, in its capacity as the subscription receipt agent (the “Subscription Receipt Agent”) for subscription receipts of Slate Grocery REIT (the “REIT”)

AND TO: BMO NESBITT BURNS INC. (“BMO”) AND RBC DOMINION SECURITIES INC. (“RBC” AND TOGETHER WITH BMO, THE “LEAD UNDERWRTIERS”) (each, on its own behalf, and together, for and on behalf of the other Underwriters)

Reference is made to the Subscription Receipt Agreement dated March 31, 2021 between the undersigned, the Lead Underwriters and the Subscription Receipt Agent. Capitalized terms used herein without definition having the meanings specified therein.

In accordance with Subsection 3.1(a) of the Subscription Receipt Agreement, this notice is provided to advise you that each of the Escrow Release Conditions has been satisfied and that the closing of the Acquisition (being the Acquisition Closing Time) will occur at _ [a.m./p.m.] on ____, 2021, a time and date which is on or before the Deadline.

In accordance with Section 3.2 of the Agreement, you are hereby irrevocably directed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:

• (a) as to $_______ to BMO, on behalf of the Underwriters, in respect of the Balance of the Underwriters’ Fee;

• (b) as to $_______ to the Holders in respect of the Subscription Receipt Adjustment Payment less applicable withholding taxes in accordance with Section 3.4(c) of the Subscription Receipt Agreement;

• (c) as to $_______ to TSX Trust Company, equal to its reasonable fees for services rendered and disbursements; and

• (d) as to the balance (which shall be inclusive of earned interest) to or at the direction of the REIT in the following manner: ●.

Payment is to be made forthwith and by wire transfer at the Acquisition Closing Time as follows:

• (a) as to the above $_______ to BMO, on behalf of the Underwriters, at [INSERT WIRE TRANSFER INSTRUCTIONS] ; and

• (b) as to the balance to the REIT at: [INSERT WIRE TRANSFER INSTRUCTIONS] or as otherwise directed in writing by the REIT.

The Subscription Receipt Agent is hereby irrevocably directed and authorized by the REIT to issue and deliver on behalf of the REIT _______ Units to the persons to whom such Units are to be issued pursuant to the Subscription Receipt Agreement effective as at the Acquisition Closing Time, noted above, all as provided in Section 3.4 of the Subscription

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Receipt Agreement. The REIT hereby confirms that the issuance of these Units has been duly authorized by all necessary action and upon their issuance and delivery these Units will be issued as fully paid and non-assessable Units of the REIT.

The foregoing direction is irrevocable and shall constitute your good and sufficient authority for making such issuance and payments as directed above.

DATED the ___ day of _______, 2021.

SLATE GROCERY REIT

By: Name: Title:

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