Exhibit 2.1

Execution Version

EP/BRX HOLDINGS LLC

SLATE GROCERY REIT

and

1001700324 ONTARIO INC.

ARRANGEMENT AGREEMENT

September 27, 2026

TABLE OF CONTENTS

Page

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of September 27, 2026.

BETWEEN:

EP/BRX HOLDINGS LLC, a Delaware limited liability company

(the “Purchaser”)

- and -

SLATE GROCERY REIT, a trust created under and in accordance with the laws of the Province of Ontario

(the “REIT”)

- and -

1001700324 ONTARIO INC., a corporation existing under the laws of the Province of Ontario

(the “ArrangementCo”)

WHEREAS the Purchaser wishes to acquire the Units of the REIT in exchange for consideration to the Unitholders consisting of the Consideration (as each such term is hereinafter defined);

AND WHEREAS the Special Committee, after consultation with its legal and financial advisors, has unanimously determined that the Arrangement is fair to the Unitholders and in the best interests of the REIT and the Unitholders, and recommended to the Board that the Board approve this Agreement and the Arrangement and recommend to the Unitholders that they vote in favour of the Arrangement Resolution;

AND WHEREAS the Board (with interested trustees abstaining from voting), upon the recommendation of the Special Committee and after consultation with the REIT’s financial advisors and outside legal counsel, has unanimously determined that the Consideration to be received by the Unitholders pursuant to the Arrangement is fair to such Unitholders and that the Arrangement is in the best interests of the REIT and the Unitholders, and the Board has unanimously (with interested trustees abstaining from voting) approved this Agreement and the Arrangement and unanimously resolved to recommend that the Unitholders vote in favour of the Arrangement Resolution;

AND WHEREAS the Parties intend to carry out the transactions contemplated herein by way of a plan of arrangement under the provisions of the OBCA and the Trustee Act;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters related to the transactions herein provided for;

AND WHEREAS simultaneously with the execution of this Agreement and as a material inducement to Purchaser to enter into this Agreement, (i) the Purchaser and Slate Asset Management L.P. have entered into the Manager Support and Voting Agreement, (ii) the REIT, Slate U.S. Opportunity (No. 1) Holding L.P., Slate U.S. Opportunity (No. 2) Holding L.P., Slate U.S. Opportunity (No. 3) Holding L.P., Slate U.S. Opportunity (No. 4) Holding L.P. and the Manager have entered into the Termination and Transaction Support Agreement and (iii) the Purchaser and Slate North American Essential Real Estate REIT, Inc. have entered into the NAEF Purchase Agreement;

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

Article 1
Interpretation

As used in this Agreement, the following terms have the following meanings, and grammatical variations thereof shall have corresponding meanings:

“Acceptable Confidentiality Agreement” means a confidentiality and standstill agreement in favour of the REIT entered into after the date hereof that (i) contains standstill provisions that are not materially less restrictive, in the aggregate, to the counterparty and its related parties than the standstill obligations applicable to the Purchaser and its related parties and Representatives in the Non-Disclosure Agreement; (ii) includes such other customary terms and conditions that are not materially less favorable, in the aggregate, to the REIT than those contained in the Non-Disclosure Agreement; (iii) does not contain any exclusivity provision or otherwise limit or prohibit the REIT from providing any information to the Purchaser and its related parties; and (iv) does not require the REIT or any of its Subsidiaries to reimburse the costs and expenses of any Person, it being understood, in each case, that such Acceptable Confidentiality Agreement may permit the counterparty to make a confidential Acquisition Proposal that may constitute a Superior Proposal to the Board.

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction solely between the REIT, on the one hand, and/or one or more of its wholly-owned Subsidiaries, on the other hand, or solely between or among the REIT’s wholly-owned Subsidiaries, any offer, proposal, inquiry or expression of interest (whether written or oral) from any Person or group of Persons other than the Purchaser (or one or more of its affiliates or any Person acting jointly or in concert with the Purchaser or any of its affiliates) relating to, in each case whether in a single transaction or a series of related transactions, (i) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license or other arrangement having the same economic effect as a sale, disposition, alliance or joint venture) of assets (including securities of any Subsidiary of the REIT) of the REIT or any of its Subsidiaries representing 20% or more of the consolidated assets, or contributing 20% or more of the consolidated revenue, of the REIT and its Subsidiaries taken as a whole (in each case based on the most recent publicly available consolidated financial statements of the REIT prior to such offer, proposal, inquiry or expression of interest); (ii) any direct or indirect purchase or acquisition by any such Person or group of Persons, or any Person acting jointly or in concert with any such Person or group of Persons within the meaning of Securities Laws, of Units (including securities convertible into or exercisable or exchangeable for Units) representing, when taken together with the Units of the REIT (including securities convertible into or exercisable or exchangeable for Units) beneficially owned by any such Person or group of Persons and any Person acting jointly or in concert with such Person or group of Persons, or over which they exercise control or direction, 20% or more of the then outstanding Units or 20% or more of any class of voting or equity securities of any Subsidiary of the REIT (assuming, in each case, the conversion, exchange or exercise of any securities convertible into or exercisable or exchangeable for Units or such other voting or equity securities), or 20% or more of the voting or equity securities of the surviving entity or the resulting direct or indirect parent of the REIT or the surviving entity, whether by way of direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction or series of related transactions that, if consummated, would have these results; (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or any other similar transaction or series of related transactions involving the REIT or any of its Subsidiaries; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

“Additional Consideration” means an amount, rounded to the nearest one-hundredth of a cent, equal to (a) $0.002482 multiplied by (b) the number of calendar days elapsed after January 20, 2027 until (but not including) the Closing Date.

“Affected Securityholders” means the Unitholders and the holders of Officer Deferred Units and Trustee Deferred Units.

“Agreement” means this arrangement agreement, including all Schedules, as may be amended, supplemented or otherwise modified in writing from time to time in accordance with its terms.

“Alternative Commitment Letter” has the meaning specified in Section 4.10(e).

“Alternative Financing” has the meaning specified in Section 4.10(e).

“Arrangement” means an arrangement under section 182 of the OBCA and section 60 of the Trustee Act on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the REIT and the Purchaser, each acting reasonably.

“ArrangementCo” has the meaning specified in the preamble.

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

“Articles of Arrangement” means the articles of arrangement of ArrangementCo in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form satisfactory to the REIT and the Purchaser, each acting reasonably.

“Assumed Indebtedness” has the meaning specified in Section 4.11(b).

“Assumption Documents” has the meaning specified in Section 4.11(b).

“Assumption Obligations” has the meaning specified in Section 4.11(b).

“Authorization” means, with respect to any Person, any order, Permit, approval, consent, waiver, certification, licence, registration or similar authorization of any Governmental Entity, whether by expiry or termination of an applicable waiting period or otherwise, having jurisdiction over such Person, or its business, assets or securities.

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

“Board Recommendation” has the meaning specified in Section 2.5(b).

“Breaching Party” has the meaning specified in Section 4.7(c).

“Brixmor Equity Commitment Letters” means, collectively, the Brixmor REIT Equity Commitment Letter and the Brixmor NAEF Equity Commitment Letter.

“Brixmor Guarantor” means Brixmor Operating Partnership LP and its successors and assigns permitted in accordance with the Brixmor Limited Guarantees, as applicable.

“Brixmor Limited Guarantees” means, collectively, the Brixmor REIT Limited Guarantee and the Brixmor NAEF Limited Guarantee.

“Brixmor NAEF Equity Commitment Letter” means the equity commitment letter, dated as of the date hereof, by and between Purchaser and the Brixmor Guarantor and delivered to the Purchaser in connection with the transactions contemplated by the NAEF Purchase Agreement, as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Brixmor NAEF Limited Guarantee” means the limited guaranty, dated as of the date hereof, by and between the Brixmor Guarantor and the NAEF Seller and delivered to the NAEF Seller in connection with the transactions contemplated by the NAEF Purchase Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Brixmor REIT Equity Commitment Letter” means the equity commitment letter, dated as of the date hereof, by and between Purchaser and the Brixmor Guarantor and delivered to the Purchaser in connection with the transactions contemplated by this Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Brixmor REIT Limited Guarantee” means the limited guaranty, dated as of the date hereof, by and between the Brixmor Guarantor and the REIT and delivered to the REIT in connection with the transactions contemplated by this Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are required to be closed for business in Toronto, Ontario or New York, New York.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“Change in Recommendation” has the meaning specified in Section 7.2(a)(iv)(B).

“Circular” means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Unitholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

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

“Class B Units” means the Partnership Class B Units of each Partnership.

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

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

“Closing” has the meaning specified in Section 2.9(c).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment Letters” means, collectively, the Equity Commitment Letters and the Debt Commitment Letters.

“Consideration” means the cash consideration to be received by the Unitholders pursuant to the Plan of Arrangement consisting of the sum of (i) $13.00 and (ii) the Additional Consideration for each Unit, subject to adjustment in the manner and in the circumstances contemplated in Section 2.10.

“Constating Documents” means (i) articles of incorporation, amalgamation, or continuation, as applicable, and by-laws; (ii) declarations of trust; (iii) in the case of the REIT, the Management Agreement; (iv) partnership agreements; or (v) other applicable governing instruments, and all amendments thereto.

“Construction Contract” has the meaning specified in paragraph 22(j) of Schedule C.

“Contract” means any agreement, arrangement, lease, sublease, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which any Person or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject.

“Court” means the Ontario Superior Court of Justice (Commercial List), or other court as applicable.

“Damages Obligations” has the meaning specified in Section 7.3.

“Data Room” means the material contained in the virtual data room established by the Special Committee as at 5:00 p.m. (Toronto time) on the day that is one (1) Business Day prior to the date hereof.

“Debt Commitment Letters” means the debt commitment letters, dated as of the date hereof, and delivered by Purchaser simultaneously with the execution of this Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Debt Financing” has the meaning specified in Section 4.10(a).

“Debt Financing Sources” means the Persons that have committed to provide or arrange the Debt Financing (including any Alternative Financing) in connection with the transactions contemplated in this Agreement (including the parties to any joinder agreements, credit agreements or other definitive agreements relating thereto) and their successors and permitted assigns; provided, however, in no event shall the Purchaser or any of its respective affiliates be considered a “Debt Financing Source”.

“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, supplemented or otherwise modified from time to time in accordance with its terms.

“Deferred Units” has the meaning specified in Section 2.8(a).

“Deferred Unit Plans” means, collectively, the Trustee Deferred Unit Plan and the Officer Deferred Unit Plan.

“Depositary” means Computershare Investor Services Inc. or such other Person as the REIT and the Purchaser may agree to appoint to act as depositary for the Units in relation to the Arrangement, each acting reasonably.

“Director” means the Director appointed pursuant to section 278 of the OBCA.

“Disclosure Letter” means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the REIT to the Purchaser with this Agreement.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“DPA” has the meaning specified in in paragraph 41 of Schedule C.

“E&P Study” has the meaning specified in Section 4.6(a).

“ECI” has the meaning specified in Section 4.1(b).

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

“Effective Time” has the meaning specified in the Plan of Arrangement.

“Emergency” means a sudden, unexpected event that requires prompt action by the REIT or one of its Subsidiaries to avoid, prevent or mitigate ‎(a) imminent material damage to any Person, property, natural resources (including wildlife) or the environment or (b) imminent death of or bodily injury to any individual.

“Engagement Letters” means, collectively, the engagement letter agreement between the REIT and Evercore Group L.L.C. dated February 13, 2026 and the engagement letter agreement between the REIT and CIBC World Markets Inc. dated June 15, 2026.

“Environmental Laws” means any federal, state, provincial, territorial, municipal or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the presence, use, distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling of, or exposure of any Person to, or the Release or threatened Release of Hazardous Substances.

“Equity Commitment Letters” means the REIT Equity Commitment Letters and the NAEF Equity Commitment Letters.

“Equity Financings” means, collectively, the REIT Equity Financings and the NAEF Equity Financing.

“Equity Financing Sources” means Brixmor Operating Partnership LP, Everview Partners Real Estate Fund A, L.P. and Everview Partners Real Estate Fund B, L.P. and their respective successors and assigns permitted in accordance with the Equity Commitment Letters.

“Everview” means Everview Partners, L.P.

“Everview Equity Commitment Letters” means, collectively, the Everview REIT Equity Commitment Letter and the Everview NAEF Equity Commitment Letter.

“Everview Guarantors” means, collectively, Everview Partners Real Estate Fund A, L.P. and Everview Partners Real Estate Fund B, L.P. and their respective successors and assigns permitted in accordance with the Everview Limited Guarantees, as applicable.

“Everview Limited Guarantees” means, collectively, the Everview REIT Limited Guarantee and the Everview NAEF Limited Guarantee.

“Everview NAEF Equity Commitment Letter” means the equity commitment letter, dated as of the date hereof, by and between Purchaser and the Everview Guarantors, and delivered to the Purchaser in connection with the transactions contemplated by the NAEF Purchase Agreement, as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Everview NAEF Limited Guarantee” means the limited guaranty, dated as of the date hereof, by and between the Everview Guarantors and the NAEF Seller and delivered to the NAEF Seller in connection with the transactions contemplated by the NAEF Purchase Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Everview REIT Equity Commitment Letter” means the equity commitment letter, dated as of the date hereof, by and between Purchaser and the Everview Guarantors, and delivered to the Purchaser in connection with the transactions contemplated by this Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Everview REIT Limited Guarantee” means the limited guaranty, dated as of the date hereof, by and between the Everview Guarantors and the REIT and delivered to the REIT in connection with the transactions contemplated by this Agreement (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Exemptive Relief” means a decision from the Ontario Securities Commission, as principal regulator, pursuant to section 9.1. of MI 61-101 granting discretionary relief from the requirement that minority approval be obtained on a per class basis and providing that minority approval shall instead be obtained by a majority of the votes cast on the Arrangement Resolution by Unitholders present in person or virtually or represented by proxy at the Meeting, voting as a single class, excluding votes attached to Units held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101.

“Existing Joint Venture Partners” means each of (i) Ifshin Mid-Century LLC, a Delaware limited liability company, (ii) DLC Mid-Century Holdco, LLC, a Delaware limited liability company, (iii) JADD JV 1 LLC, a New York limited liability company, (iv) KGRP, Inc., an Ohio corporation and (v) The Kroger Co. of Michigan, a Michigan corporation.

“Existing Joint Ventures” means each of (i) Mid-Century Holdings LLC, a Delaware limited liability company, (ii) Mid-Century Joint Member LLC, a Delaware limited liability company (iii) TK11 Venture LLC, a Delaware limited liability company and (iv) SRT Windmill LP, a Delaware limited partnership.

“Existing Leases” means the Leases in existence as of the date hereof and which remain in existence as of the Effective Date; and “Existing Lease” means any one of the Existing Leases.

“Existing Lenders” means, collectively, the lenders and hypothecary creditors under the Existing Mortgages.

“Existing Mortgages” means the credit agreements, hypothecs, trust indentures, mortgages, charges and related security documents, including guarantees and environmental indemnities, with respect to the loans listed in Schedule 3.1(26) of the Disclosure Letter.

“Fairness Opinions” means collectively (a) the oral opinion of Evercore Group L.L.C. to the Special Committee, to be confirmed by delivery of a written opinion addressed to the Special Committee, to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Unitholders in the Arrangement is fair, from a financial point of view, to such Unitholders other than the Manager and its affiliates and (b) the oral independent opinion of CIBC World Markets Inc., to be confirmed by delivery of a written independent opinion addressed to the Special Committee, to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Unitholders in the Arrangement is fair, from a financial point of view, to such Unitholders.

“Fee Letters” means those certain fee letters, related to the Debt Commitment Letters, executed as of the date hereof (including all exhibits, schedules and annexes thereto), as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived in accordance with the terms herein and therein from time to time after the date hereof.

“Final Order” means the final order of the Court made pursuant to section 182 of the OBCA in a form acceptable to the REIT, ArrangementCo and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of the REIT, ArrangementCo and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the REIT, ArrangementCo and the Purchaser, each acting reasonably) on appeal.

“Financing” means, collectively, the Debt Financing and the Equity Financings.

“Financing Obligations” has the meaning specified in Section 4.10(a).

“Governmental Entity” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, ministry, agency or instrumentality, domestic or foreign; (ii) any subdivision, authority or representative of any of the above; (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any stock exchange.

“Guarantors” means, collectively, the Brixmor Guarantor and the Everview Guarantors.

“Guaranteed Obligations” means, collectively, the Reorganization Obligations, the Assumption Obligations, the Financing Obligations, the Purchaser Termination Fee, the REIT Enforcement Costs and the Damages Obligations of the Purchaser, in each case, which shall survive the termination of this Agreement in accordance with the REIT Limited Guarantees.

“Hazardous Substances” means any material, substance, waste (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is listed in, defined in or regulated by, or may give rise to, liability under any Environmental Laws, including petroleum and petroleum byproducts, asbestos or asbestos-containing materials, per- and polyfluoroalkyl substances, and polychlorinated biphenyls.

“ICA Approval” means, if required, that (a) the ICA Minister shall have sent a written notice pursuant to section 21(1) of the Investment Canada Act to the Purchaser stating that the ICA Minister is satisfied that the transactions contemplated by this Agreement are likely to be of net benefit to Canada, or alternatively, the time period for providing such notice under section 21(1) of the Investment Canada Act shall have expired such that the ICA Minister shall be deemed to be satisfied that the transactions contemplated by this Agreement are likely to be of net benefit to Canada and (b) more than 45 days shall have elapsed from the time that the ICA Minister has certified as complete the Purchaser’s application for review filed in connection with the transactions contemplated by this Agreement and the ICA Minister shall not have sent to the Purchaser a notice under section 25.2(1) of the Investment Canada Act or made an order under section 25.3(1) of the Investment Canada Act in relation to the transactions contemplated by this Agreement or, if such a notice has been sent or such an order has been made, the Purchaser has subsequently received (i) a notice under section 25.2(4) of the Investment Canada Act indicating that an order for the review of the transactions contemplated by this Agreement on the grounds of national security shall not be made, (ii) a notice under section 25.3(6)(b) or (c) of the Investment Canada Act indicating that the ICA Minister is satisfied that the transactions contemplated by this Agreement would not be injurious to national security, or (iii) an order under section 25.4(1)(b) of the Investment Canada Act authorizing the transactions contemplated by this Agreement.

“ICA Minister” means the responsible minister under the Investment Canada Act.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indemnifiable Claim” has the meaning specified in Section 4.8(b).

“Indemnification Agreements” has the meaning specified in Section 4.8(c).

“Intellectual Property” means domestic and foreign (i) patents, applications for patents and reissues, divisions, divisionals, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, social media handles, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing mentioned in this clause (vi); and (vii) any other intellectual property.

“Interim Order” means the interim order of the Court made pursuant to section 182 of the OBCA in a form acceptable to the REIT, ArrangementCo and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the REIT, ArrangementCo and the Purchaser, each acting reasonably.

“Investment Canada Act” means the Investment Canada Act (Canada) and the regulations promulgated thereunder.

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

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, notice, Order or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“Leases” means binding offers to lease (unless superseded by executed leases), binding agreements to lease (unless superseded by executed leases), leases, renewals of leases, amendments of leases, assignments of leases and other rights or licences granted to possess or occupy space within a Property, and all consents to assignment, consents to subleases and any notices relating to such documents, together with all security, deposits, letters of credit, guarantees and indemnities of the Tenants’ obligations thereunder, in each case as amended, renewed or otherwise varied; and “Lease” means any one of the Leases; and “Leases” includes any ground leases.

“Lender Related Parties” has the meaning specified in Section 8.18.

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

“Limited Guarantees” means, collectively, the REIT Limited Guarantees and the NAEF Limited Guarantees.

“Management Agreement” means the third amended and restated management agreement made as of October 1, 2021 between the REIT, Slate U.S. Opportunity (No. 1) Holding L.P., Slate U.S. Opportunity (No. 2) Holding L.P., Slate U.S. Opportunity (No. 3) Holding L.P., Slate U.S. Opportunity (No. 4) Holding L.P., and the Manager.

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

“Manager Contracts” has the meaning specified in Section 4.14.

“Manager Support and Voting Agreement” means the support and voting agreement entered into between the Purchaser and Slate Asset Management L.P., dated as of the date hereof.

“Manager Transaction Agreements” means the (i) Manager Support and Voting Agreement and (ii) Termination and Transaction Support Agreement.

“Matching Period” has the meaning specified in Section 5.4(a)(v).

“Material Contract” means any individual Contract to which the REIT or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which any of their respective assets are subject:

“Meeting” means the special meeting of Unitholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

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

“Misrepresentation” means a misrepresentation for purposes of applicable Securities Laws.

“Money Laundering Laws” has the meaning specified in paragraph 36 of Schedule C.

“NAEF Equity Commitment Letters” means, collectively, the Brixmor NAEF Equity Commitment Letter and the Everview NAEF Equity Commitment Letter.

“NAEF Equity Financing” means the equity financing to be provided pursuant to the NAEF Equity Commitment Letters.

“NAEF Limited Guarantees” means, collectively, the Brixmor NAEF Limited Guarantee and the Everview NAEF Limited Guarantee.

“NAEF Purchase Agreement” means that equity purchase and sale agreement entered into between Purchaser and NAEF Seller, dated as of the date hereof, as may be amended, supplemented or otherwise modified in writing from time to time in accordance with its terms.

“NAEF Seller” means Slate North American Essential Real Estate REIT, Inc.

“NI 62-104” means National Instrument 62-104 – Takeover Bids and Issuer Bids.

“Non-Disclosure Agreement” means the non-disclosure agreement entered into between the REIT and Brixmor Property Group Inc. on May 2, 2026.

“Notice” has the meaning specified in Section 8.5.

“OBCA” means the Business Corporations Act (Ontario).

“officer” has the meaning specified in the Securities Act (Ontario).

“Officer Deferred Unit Plan” means the deferred unit incentive plan dated May 11, 2016 for officers of the REIT.

“Officer Deferred Units” means the outstanding deferred units of the REIT pursuant to the Officer Deferred Unit Plan.

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees, stipulations or similar actions taken or entered by or with, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“Ordinary Course” means, with respect to an action taken by a Party or its Subsidiary, that such action is consistent with the past practices of such Party or such Subsidiary, and is taken in the ordinary course of the normal day-to-day operations of the business of such Party or such Subsidiary.

“Outside Date” means March 27, 2027.

“Parties” means the Purchaser, the REIT and ArrangementCo; and “Party” means any one of them.

“Partnerships” means, collectively, Slate Grocery One L.P. and Slate Grocery Two L.P. (formerly Slate Retail Two L.P.).

“Payoff Letter” has the meaning specified in Section 4.10(h).

“Permits” means all permits, certifications, registrations, licences, franchises, approvals, authorizations, variances, exemptions, permissions, qualifications, clearances, orders and consents granted by a Governmental Entity, including all building permits and certificates of occupancy.

“Permitted Liens” means, in respect of any Property or personal (moveable) property of the REIT or any of its Subsidiaries, any one or more of the following:

“Person” includes any individual, partnership, association, body corporate, trust, organization, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with its terms, the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the REIT and the Purchaser, each acting reasonably.

“Post-Arrangement Tax Returns” has the meaning specified in Section 2.13(c).

“Pre-Acquisition Reorganization” has the meaning specified in Section 4.6(a).

“Pre-Meeting Conversion” has the meaning specified in Section 2.2(b).

“Proceeding” means any suit, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination, enquiry, investigation or other proceeding commenced, brought, conducted, tried or heard by or before, or otherwise involving any Governmental Entity.

“Prohibited Modifications” has the meaning specified in Section 4.10(d).

“Properties” means the real estate properties owned, directly or indirectly, by the REIT and its Subsidiaries.

“Public Filings” means all documents publicly available and filed under the profile of the REIT on SEDAR+ since January 1, 2025 and prior to the date of this Agreement.

“Purchaser” has the meaning specified in the preamble.

“Purchaser Enforcement Costs” has the meaning specified in Section 8.3(a).

“Purchaser Liability Cap” has the meaning specified in Section 8.3(d).

“Purchaser Material Adverse Effect” means any event, change, occurrence or effect that would prevent, materially delay or materially impede the performance by Purchaser of its obligations under this Agreement or any of the transactions contemplated hereby.

“Purchaser Reimbursement Payment” has the meaning specified in Section 8.2(d).

“Purchaser Termination Fee” has the meaning specified in Section 8.2(f)(i).

“REA” means any reciprocal easement agreement or other similar agreement to which the REIT or any of its Subsidiaries is a party or by which any Property is bound.

“REIT” has the meaning specified in the preamble.

“REIT Assets” means all of the assets, Properties, permits, rights or other privileges (whether contractual or otherwise) of the REIT and its Subsidiaries.

“REIT Equity Commitment Letters” means, collectively, the Brixmor REIT Equity Commitment Letter and the Everview REIT Equity Commitment Letter.

“REIT Equity Financings” means the equity financings to be provided pursuant to the REIT Equity Commitment Letters.

“REIT Enforcement Costs” has the meaning specified in Section 8.3(b).

“REIT Limited Guarantees” means, collectively, the Brixmor REIT Limited Guarantee and the Everview REIT Limited Guarantee.

“REIT LRE” means the “loss restriction event” (as defined in the Tax Act) of the REIT occurring on the Effective Date as a result of the Arrangement.

“REIT Material Adverse Effect” means any change, event, occurrence, development, effect or circumstance that, individually or in the aggregate with other such changes, events, occurrences, developments, effects or circumstances is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition or liabilities (contingent or otherwise) of the REIT and its Subsidiaries, taken as a whole, provided that any such change, event, occurrence, development, effect or circumstance resulting from or arising, directly or indirectly, in connection with the following shall not be taken into account in determining whether there shall have occurred a REIT Material Adverse Effect:

provided, however, that with respect to clause (a) through to and including clause (g), such changes, events, occurrences, developments, effects or circumstances may be taken into account to the extent such matter has a disproportionate effect on the REIT and its Subsidiaries, taken as a whole, relative to other real estate investment trusts operating in the grocery-anchored retail real estate industry in the United States, in which case only the incremental disproportionate adverse effect may be taken into account in determining whether a REIT Material Adverse Effect has occurred and that references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a REIT Material Adverse Effect has occurred.

“REIT Termination Fee” has the meaning specified in Section 8.2(f)(ii).

“REIT Transaction Expenses” has the meaning specified in Section 4.13.

“Related Parties” means, with respect to any Party, such Party’s affiliates and any of their respective former, current or future trustees, directors, officers, employees, affiliates, partners, general or limited partners, shareholders, stockholders, equity holders, controlling persons, managers, members or agents (other than such Party or any other Party) and, with respect to the Purchaser, includes any (x) fund, investment vehicle or account controlled, managed or advised by Everview and (y) portfolio company of Purchaser, its affiliates or any such fund, investment vehicle or account.

“Release” means any sudden, intermittent or gradual release, threatened release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, migration, disposal, dumping, deposit, spraying, burial, abandonment, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into, onto, under or through the indoor or outdoor environment, or any other action, event, occurrence or circumstance that constitutes a “Release” pursuant to any applicable Environmental Law.

“Reorganization Obligations” has the meaning specified in Section 4.6(d).

“Representative” means, with respect to any Person, any officer, trustee, manager, director, employee, partner, consultant, advisor (including any counsel, accountant, investment banker, expert or financial or other advisor), agent or other representative of such Person or any of its Subsidiaries. For the purposes of this Agreement, the Manager and its affiliates and their respective Representatives shall be deemed to be Representatives of the REIT and its Subsidiaries.

“Required Amount” means the amount, in immediately available cash, necessary for the Purchaser to complete the transactions contemplated by this Agreement, the Termination and Transaction Support Agreement and the NAEF Purchase Agreement, including the Arrangement and the Financing, in accordance with this Agreement, including to (a) deposit, pay or loan any and all amounts required to be deposited, paid or loaned by or on behalf of the Purchaser hereunder pursuant to Section 2.10, (b) refinance, repay or defease any and all indebtedness of the REIT and its Subsidiaries, and (c) pay any and all fees, expenses and other amounts payable in connection with the transactions contemplated by this Agreement, the Termination and Transaction Support Agreement and the NAEF Purchase Agreement, including the Arrangement and the Financing.

“Required Approval” has the meaning specified in Section 2.3(b).

“Sanctions” has the meaning specified in paragraph 37 of Schedule C.

“Securities Authorities” means the Ontario Securities Commission and any successor thereto as well as any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means the Securities Act (Ontario) and the rules and regulations and published policies thereunder, and any other applicable Canadian provincial and territorial securities Laws, and, where applicable, applicable securities Laws and regulations of other jurisdictions and the rules and policies of the TSX.

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

“Service Provider” has the meaning specified in paragraph 33(a) of Schedule C.

“SGI” means Slate Grocery Investment Inc., a corporation formed under the laws of Delaware and a wholly owned Subsidiary of the REIT.

“Slate Investment LP” means Slate Grocery Investment L.P., a limited partnership formed under the laws of the Province of Ontario.

“Special Committee” means the special committee of independent members of the Board formed in relation to the proposal to effect the transactions contemplated by this Agreement.

“Special Cash Distribution” has the meaning specified in the Plan of Arrangement.

“Special Distribution” has the meaning specified in Section 2.13(b).

“Special Voting Units” means the special voting units of the REIT.

“Stub Year” has the meaning specified in Section 2.13(d).

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons dealing at arms’ length (within the meaning of the Tax Act) with the REIT made after the date hereof to acquire, (a) not less than all of the outstanding Units (including Units issued or issuable on conversion, redemption or settlement of other rights or securities), or (b) all or substantially all of the assets of the REIT and its Subsidiaries on a consolidated basis, in either case, (i) that complies with applicable Laws (including Securities Laws) and did not result from or involve a breach of Article 5; (ii) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, tax, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their respective affiliates; (iii) that is not subject to any financing contingency and in respect of which the Board determines in good faith, after receiving the advice of the REIT’s financial advisors and outside legal counsel and upon recommendation of the Special Committee, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (iv) that is not subject to any due diligence or access condition; (v) in respect of which the Person or group of Persons making such Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to any existing confidentiality, standstill, non-solicitation or similar agreement with the REIT; (vi) that contains arrangements relating to the termination of the Management Agreement and any other management, advisory, transitional or other similar services from the Manager that are on the same terms and conditions as provided in the Termination and Transaction Support Agreement, and (vii) in respect of which the Board determines, in good faith, after receiving the advice of the REIT’s financial advisors and outside legal counsel and upon recommendation of the Special Committee and after taking into account all the terms and conditions of the Acquisition Proposal, including all financial, legal, tax, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal and their respective affiliates, that the Acquisition Proposal would, if consummated in accordance with its terms (but without assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to the Unitholders (solely in their capacity as such) than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(b)).

“Superior Proposal Notice” has the meaning specified in Section 5.4(a)(iii).

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

“Tax Returns” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, statements and other documents, whether in tangible, electronic or other form (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“Taxable Income” means for the Stub Year of the REIT, the aggregate of (a) the taxable income of the REIT as determined for purposes of Part I of the Tax Act (other than taxable capital gains), after deducting any non-capital losses carried forward from prior taxation years that are deductible in the applicable taxation year, and (b) the amount of taxable capital gains for the year less the amount of allowable capital losses for the year, in each case, as calculated in accordance with the Tax Act, after deducting any net capital losses carried forward from prior taxation years that are deductible in the applicable taxation year, and in each case, calculated without regard to paragraph 82(1)(b) of the Tax Act and any deduction under subsection 104(6) of the Tax Act attributable to the Special Distribution.

“Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, provincial sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal (moveable) property, health, employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); and (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Tenant” means a Person that has the right to occupy or use any rentable area of a Property pursuant to, or as permitted by, an Existing Lease or any new Lease entered into subsequent to the date of this Agreement in compliance with the terms hereof.

“Terminating Party” has the meaning specified in Section 4.7(c).

“Termination and Transaction Support Agreement” means the termination and transaction support agreement entered into among the REIT, Slate U.S. Opportunity (No. 1) Holding L.P., Slate U.S. Opportunity (No. 2) Holding L.P., Slate U.S. Opportunity (No. 3) Holding L.P., Slate U.S. Opportunity (No. 4) Holding L.P. and the Manager, dated as of the date hereof.

“Termination Notice” has the meaning specified in Section 4.7(c).

“Third Party Beneficiaries” has the meaning specified in Section 8.9(a).

“Trustee Act” means the Trustee Act (Ontario).

“Trustee Deferred Unit Plan” means the third amended and restated deferred unit incentive plan dated March 18, 2026 for trustees of the REIT.

“Trustee Deferred Units” means the outstanding deferred units of the REIT pursuant to the Trustee Deferred Unit Plan.

“Trustee Support and Voting Agreement” means each support and voting agreement entered into between the Purchaser and each trustee of the Board, substantially in the form of Schedule E.

“TSX” means the Toronto Stock Exchange.

“Unitholders” means the registered or beneficial holders of the Units, as the context requires.

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

“Wilful Breach” means a breach that is a consequence of any deliberate act undertaken or failure to act by the Breaching Party with the knowledge that the taking of such act would, or would be reasonably expected to, cause a material breach of this Agreement.

In this Agreement, unless otherwise specified:

Article 2
The Arrangement

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

As soon as reasonably practicable after the date of this Agreement but in any event in sufficient time to allow the Meeting to be convened and held in accordance with Section 2.4, the REIT and ArrangementCo shall apply to the Court in a manner acceptable to the REIT and the Purchaser, acting reasonably, pursuant to section 182 of the OBCA and section 60 of the Trustee Act and, in cooperation with the Purchaser, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things:

Subject to the terms of this Agreement and receipt of the Interim Order, the REIT shall:

provided, however, that the REIT may not adjourn or postpone the Meeting pursuant to Section 2.4(a)(i), 2.4(a)(iii) or 2.4(a)(iv) for more than thirty (30) days in the aggregate without the prior written consent of the Purchaser;

If the Interim Order is obtained and the Arrangement Resolution is approved at the Meeting in accordance with the terms of the Interim Order, the REIT and ArrangementCo shall, as soon as reasonably practicable, and in any event not later than five (5) Business Days after the Arrangement Resolution is approved at the Meeting (it being understood that the actual date of the hearing of the Final Order shall be subject to the scheduling and availability of the Court), take all steps necessary to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 182 of the OBCA and section 60 of the Trustee Act.

Notwithstanding anything to the contrary in this Agreement or the Plan of Arrangement, the Purchaser, ArrangementCo, the REIT and the Depositary, as applicable, shall be entitled to deduct or withhold from any amount otherwise payable to any Person and, for greater certainty, from any amount payable to the Unitholders exercising Dissent Rights or to former Unitholders or holders of Officer Deferred Units and Trustee Deferred Units, under the Plan of Arrangement, such Tax or other amount as the Purchaser, the REIT, ArrangementCo or the Depositary, as the case may be, is required to deduct or withhold from such consideration in accordance with the Tax Act, or any other provisions of any applicable Laws or the administrative practice of any Governmental Entity. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate Governmental Entity.

At the reasonable request of the Purchaser from time to time, the REIT shall, as soon as reasonably practicable, provide the Purchaser with a list of the registered Unitholders, together with their addresses and respective holdings of Units, a list of the names and addresses and holdings of all Persons having rights issued by the REIT or any other Person to acquire Units (including holders of Officer Deferred Units and Trustee Deferred Units) and a list of non-objecting beneficial owners of Units, together with their addresses and respective holdings of Units, all as of a date that is as close as reasonably practicable prior to the date of delivery of such lists. The REIT shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Unitholders and lists of holdings and other assistance as the Purchaser may reasonably request.

Article 3
Representations and Warranties

Article 4
Covenants

A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), provided that any Party that, on the advice of its external legal counsel, is required to make disclosure by Law, or is requested to do so by a Governmental Entity or stock exchange, shall use its commercially reasonable efforts to give the other Parties prior oral or written notice and a reasonable opportunity to review and comment on the disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Parties or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. Notwithstanding the foregoing, either Party may, subject to compliance with Article 5, have discussions with Unitholders, financial analysts and other stakeholders (that are not Unitholders) relating to this Agreement or the transactions contemplated by it, provided that such discussions (i) are conducted in the Ordinary Course; and (ii) are not inconsistent with the most recent press release, public disclosures or public statements made by the REIT or the Purchaser. The Parties acknowledge that the REIT will file this Agreement (excluding, for greater certainty, the Disclosure Letter and with such redactions as may be mutually agreed upon between the REIT and the Purchaser, acting reasonably), the Trustee Support and Voting Agreements, the Manager Support and Voting Agreement and a material change report relating to this Agreement on SEDAR+.

The Purchaser and the REIT shall use commercially reasonable efforts to cause the Units to be delisted from the TSX as promptly as practicable following the Effective Time. In furtherance of the foregoing, each of the Parties agrees to cooperate with the other Party in taking, or causing to be taken, all actions necessary to enable (a) delisting of the Units from the TSX (including, if reasonably requested by the Purchaser, such items as may be necessary to delist the Units as promptly as practicable after the Effective Date), and (b) the REIT ceasing to be a reporting issuer under applicable Securities Laws.

No sooner than five (5) or later than three (3) Business Days prior to the Effective Date, the REIT shall provide to Purchaser a written report setting forth a list of the following fees and expenses incurred by or on behalf of the REIT (including its direct and indirect equityholders) in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof): (i) the fees and disbursements of outside counsel to the REIT (including its direct and indirect equityholders), (ii) the fees and expenses of accountants to the REIT, (iii) the fees and expenses of other advisers to the REIT, (iv) the fees and disbursements of bona fide third-party investment bankers and financial advisors to the REIT, and (v) any premiums, fees, disbursements or expenses incurred in connection with any “tail” or “run-off” insurance policies of trustees’, directors’ and officers’ of the REIT, in each case, incurred in connection with the Transactions (collectively, but for the avoidance of doubt excluding any amounts that were paid by or on behalf of the REIT prior to the date of this Agreement, the “REIT Transaction Expenses”).

The REIT covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is validly terminated in accordance with its terms, the REIT shall not, and shall cause its Subsidiaries not to, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in Purchaser’s sole discretion): (A) enter into, amend, modify, supplement, extend, renew, terminate, rescind, waive, release, assign, settle or otherwise modify any rights, claims or obligations under, or agree to do any of the foregoing with respect to, any Contract, agreement, arrangement or understanding with the Manager or any of its affiliates or any other entity that is managed by the Manager (including the Termination and Transaction Support Agreement and any side letter, consent, waiver, release, settlement or similar arrangement relating thereto) (collectively, the “Manager Contracts”); or (B) make, agree to make or accelerate any payment or grant any benefit to the Manager or any of its affiliates or any other entity that is managed by the Manager (other than (x) making payment of (but, for the avoidance of doubt, not agreeing to make or accelerating payment of) Management Fees (as defined in the Management Agreement), expense reimbursements and other amounts accruing and payable to the Manager in the Ordinary Course under the Management Agreement in respect of any period ending at or prior to the Effective Time, in each case in accordance with the Termination and Transaction Support Agreement, and (y) making any distribution on the Purchased Units (as defined in the NAEF Purchase Agreement) expressly permitted by Section 7(d) of the NAEF Purchase Agreement).

Article 5
Additional Covenants Regarding Non-Solicitation

provided, however, in either of the cases set forth in clauses (i) and (ii) of this paragraph, that the REIT shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall give reasonable consideration to any comments provided by the Purchaser and its outside legal counsel, and provided further that, in each case and notwithstanding that the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation.

Article 6
Conditions

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

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

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.10 shall be released from escrow when the Certificate of Arrangement is issued, without any further act or formality required on the part of any Person.

Article 7
Term and Termination

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

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder (or equivalent), equityholder, trustee, director, officer, employee, agent, consultant or Representative of such Party) to any other Party to this Agreement relating to, based on or arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including the negotiation and performance of this Agreement), except that, (a) in the event of termination under Section 7.1(a) as a result of the occurrence of the Effective Time, Section 4.8 shall survive for a period of six (6) years following such termination and (b) in the event of termination under Section 7.2, this Section 7.3, Section 4.6(d) and Section 8.2 through to and including Section 8.18, the Guaranteed Obligations and the Non-Disclosure Agreement, shall survive in accordance with their terms, and provided further, subject to Sections 8.3(c) and 8.3(d), that no Party shall be relieved of any liability for fraud or any Wilful Breach by it of this Agreement (the “Damages Obligations”).

Article 8
General Provisions

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

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

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by hand delivery, courier or email (provided confirmation of receipt is acknowledged by return email from the recipient) and is deemed to be given and received, if sent by hand delivery, same day courier or email, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):

c/o Slate Grocery REIT

121 King St. West

Suite 1600

Toronto, Ontario, M5H 3T9

with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP

Bay Adelaide Center

333 Bay Street, Suite 2400

Toronto, Ontario, M5H 2T6

and to:

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

c/o Brixmor Property Group Inc.

100 Park Avenue

New York, NY 10017

c/o Everview Partners, L.P.

600 Fifth Avenue, 20th Floor

New York, NY 10020

with a copy (which shall not constitute notice) to:

Hogan Lovells Cadwalader US LLP
555 13th Street NW
Washington, DC 20024

and to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017

and to:

Davies Ward Phillips & Vineberg LLP
1501 McGill College Avenue, 27^th floor
Montreal, Québec, H3A 3N9

Rejection or other refusal to accept, inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

Time is of the essence in this Agreement.

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

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

This Agreement, together with the Non-Disclosure Agreement, the Disclosure Letter, the Limited Guarantees, the Equity Commitment Letters, the Debt Commitment Letters and the NAEF Purchase Agreement, constitutes the entire agreement between the REIT and ArrangementCo, on the one hand, and the Purchaser, on the other hand, with respect to the transactions contemplated by this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the REIT and ArrangementCo, on the one hand, and the Purchaser, on the other hand. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the REIT and ArrangementCo, on the one hand, and the Purchaser, on the other hand, in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The REIT and ArrangementCo, on the one hand, and the Purchaser, on the other hand, have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

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

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

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

Notwithstanding anything to the contrary contained in this Agreement, each of the parties hereto: (a) agrees that it will not bring or support any person, or permit any of its affiliates to bring or support any person, in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources, their affiliates and their respective former, current and future directors, officers, managers, members, shareholders, equity holders, partners, employees, agents, Representatives, successors and permitted assigns (the “Lender Related Parties”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York State courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitment Letters, all claims or causes of action (whether at Law, in equity, in contract, in tort or otherwise) against any of the Lender Related Parties in any way relating to the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York and (c) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AT LAW OR IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY. Notwithstanding anything to the contrary contained in this Agreement, the Lender Related Parties are intended third-party beneficiaries of Section 8.9, Section 8.10, Section 8.11, Section 8.16 and this Section 8.18, and shall be entitled to the protections of such provisions to the same extent as if the Debt Financing Sources were parties to this Agreement. Notwithstanding anything to the contrary in Section 8.9, Section 8.10, Section 8.11, Section 8.16 or this Section 8.18 may be amended, modified or supplemented, or any of its provisions waived, in a manner that is adverse in any respect to any Lender Related Parties without the written consent of the Debt Financing Sources then party to the Debt Commitment Letters, which consent may be granted or withheld in the sole discretion of such Debt Financing Sources. Nothing contained herein shall limit the rights that the Purchaser (or any of its Subsidiaries or affiliates, after the Effective Date, including the REIT, ArrangementCo and their Subsidiaries) may assert against any Debt Financing Source pursuant to the terms and conditions of any Debt Commitment Letter or any definitive debt financing agreement entered into in connection with the Debt Financing.

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

[Signature Page – Arrangement Agreement]

[Signature Page – Arrangement Agreement]

SCHEDULE A

Plan of Arrangement

SCHEDULE B

Arrangement Resolution

SCHEDULE C

REIT and ArrangementCo Representations and Warranties

SCHEDULE D

Purchaser Representations and WarrantieS

SCHEDULE E

Form of trustee support and voting agreement