AMENDED AND RESTATED OFFERING MEMORANDUM

The Issuer

Name:                                               Ready Capital Mortgage Investment Trust (the “Trust”) Head office:

Address:                                            4491 Highway 7 East, Markham, Ontario L3R 1M1 Phone:                                                           905-305-8488

Fax:                                                   905-305-8982

E-mail:                                              info@readycapital.ca Website:                                                           https://readycapital.ca/

Currently listed or quoted?           No. These securities do not trade on any exchange or market.

Reporting Issuer?                            No.

The Offering

Securities offered:                        Units of the Trust

Price per security:                           Net asset value per Unit. The Trust expects the net asset value per Unit to be per

$100.00.

Minimum/Maximum Unit Offering:

Minimum subscription amount:

There is no minimum or maximum offering. You may be the only purchaser. Funds available under the offering may not be sufficient to accomplish our proposed objectives.

There is a minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than $5,000 in Ontario and $25,000 in all other provinces.

Payment terms:                               The subscription price for Units being purchased is payable in full by the applicable Closing Date. See Item 5.2 “Subscription Procedure”.

Proposed Closing Dates:               Subscriptions will be received subject to acceptance or rejection in whole or in part. The right is reserved to close the subscription books at any time without notice, and thus, there is no single fixed closing date for the Unit Offering.

Income tax consequences:         There are important tax consequences to these securities. See Item 8 “Income Tax Consequences and Registered Plan Eligibility”.

Insufficient Funds

Not applicable.

Compensation Paid to Sellers and Finders

A person has received or will receive compensation for the sale of securities under this offering. See Item 9 “Compensation Paid to Sellers”.

Underwriter

Belco Private Capital Inc. (“Belco”) has been retained by the Trust Manager in respect of the Unit Offering pursuant to an agreement made between Belco, the Trust and the Trust Manager (the “Distribution Agreement”). Belco is considered a “connected issuer” and/or “related issuer” of the Trust, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts. The dealing representatives of Belco who are acting on behalf of Belco in connection with the Unit Offering, are employees of an affiliate of the Trust Manager. The dealing representatives only offer the Units of the Trust in their roles as dealing representatives for

the Trust. The Trust Manager may also engage other dealers to distribute the Units.

Resale Restrictions

The Trust is not a reporting issuer or equivalent and has no present intention of becoming a reporting issuer in any province of Canada. The Subscriber will be restricted from selling the Units for an indefinite period. See Item 12 “Resale Restrictions”.

Working Capital Deficiency

Not applicable.

Payments to Related Party

Not applicable.

Certain Related Party Transactions

Not applicable.

Certain Dividends or Distributions

The Trust has not pay dividends or distributions that exceeded cash flow from operations.

Conditions on Repurchases

You will have a right to require the issuer to repurchase the securities from you, but this right is qualified by the provisions the Declaration of Trust (as defined herein) relating to such repurchase, including, among other things, a specified notice period and early redemption charges. As a result, you might not receive the amount of proceeds that you want. See Item 5.1 “Terms of Securities”.

Purchaser's Rights

The Subscriber has two (2) business days to cancel the agreement to purchase Units. If there is a misrepresentation in this Unit Offering Memorandum, the Subscriber has the right to sue either for damages or to cancel the agreement. See Item 13 “Purchasers’ Rights”.

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this Unit Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment. See Item 10 “Risk Factors”.

TABLE OF CONTENTS

The securities described in this Offering Memorandum (“Offering Memorandum”) are offered for sale only in those jurisdictions and to those persons where and to whom they may be lawfully offered for sale. This Offering Memorandum is not, and under no circumstances is it to be construed as, a public offering or advertisement of these securities. No securities regulatory authority or regulator has reviewed this Offering Memorandum. Any representation to the contrary is an offence. This is a risky investment – see Item 10 “Risk Factors”. The securities offered hereunder will be subject to resale restrictions imposed under the securities laws of the Province of Ontario. Each subscriber has two (2) business days to cancel its agreement to purchase these securities. If there is a misrepresentation in this Offering Memorandum, each subscriber has the right to sue either for damages or to cancel its subscription. See Item 13 – “Purchasers' Rights”. Each subscriber will be restricted from selling its securities for four (4) months and a day after the date Ready Capital Mortgage Investment Trust becomes a reporting issuer in any province or territory in Canada. See the Item 12 “Resale Restrictions”.

Unit Offering

Ready Capital Mortgage Investment Trust

(“Trust”)

The Trust is offering, on a private placement basis, Units of the Trust (“Unit Offering”) at the price of the Net Asset Value per Unit as determined from time to time that being approximately $100 per Unit (“Unit Subscription Price”).There is no minimum or maximum offering. There is a minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than $5,000 in Ontario and

$25,000 in all other provinces. The Trust may in its discretion waive these minimum amounts for a particular investor. Each Unit represents an undivided beneficial interest in the assets of the Trust, which will principally be comprised of indirect interests in mortgage loans. Subscriptions will be subject to acceptance or rejection in whole or in part, and subject to the satisfaction of the conditions set forth under Item 5.2 “Subscription Procedure”. The right is reserved to close the subscription books of the Trust at any time without notice, and thus, there is no single fixed closing date for the Unit Offering. The Unit Offering has no minimum.   The Units do not trade on any exchange or market. There are important tax consequences to the Units which are described further in Item 8 – “Income Tax Consequences and RRSP Eligibility”.

Subscribers may subscribe for Units by (i) delivering an executed subscription agreement, in the form approved by the Trust from time to time, and (ii) payment to the Trust of the Unit Subscription Price for the Units by way of a certified cheque, bank draft, wire transfer or irrevocable direction to a financial institution to deliver to the Trust full payment for the Units.

The Trust will from time to time retain and engage registered agents, securities dealers and brokers and other eligible persons to sell the Units. The Trust may pay a commission in connection with the Unit Offering of up to one percent (1%) of the value of the securities purchased in the Unit Offering.

The Trust was settled as an unincorporated open-ended investment trust under the laws of the Province of Ontario pursuant to a Declaration of Trust dated January 24, 2019 as amended on April 1^st, 2020 and December 23, 2021. The Trust is the sole limited partner in Ready Capital Mortgage Limited Partnership (the “Partnership”). The net proceeds of the Unit Offering will be used by the Trust to subscribe for Partnership Units in the Partnership, thus providing the Partnership with capital to acquire and hold whole, partial, direct or indirect interests in Mortgage Investments, primarily direct and indirect investments in mortgage loans throughout Canada.

The objectives of the Partnership are to provide the limited partners (and ultimately the Unitholders) with stable and secure cash distributions from the Partnership’s direct and indirect investments in mortgage loans to borrowers that are underserviced by other financial service providers and to obtain superior yields and maximize distributions through the efficient management of the Partnership's investments. The Trust is a non-bank provider of mortgage loans and will make monthly cash distributions to Unitholders from monies received from the Partnership and in the ordinary course distribute all of the Distributable Cash of the Trust calculated as described under Item 5.1 “Terms of Securities” - “Distribution Policy”.

The principal place of business of the Trust is located at 4491 Highway 7 East Markham, Ontario L3R 1M1. The contact information of the Trust is as follows: telephone number: 905-305-1539, fax number: 905-305-8982 and e-mail: info@readycapital.ca. The Trust is not a reporting issuer in any province or territory of Canada.

Rite Alliance Management Inc. (“Rite Alliance”) is the Trust Manager of the Trust, pursuant to a Trust Management Agreement dated as of the 23^rd day of December, 2021, between the Trust and the Trust Manager. Pursuant to a Mortgage Administration Agreement dated as of the 23^rd day of December, 2021 between the Partnership mortgage administration services are being provided to the Partnership. Moneybroker Canada Inc. (“Moneybroker”) is the Mortgage Originator of the Partnership, pursuant to a Mortgage Origination Agreement dated as of the 23^rd day of December, 2021, between the Partnership and the Mortgage Originator.

Rite Alliance is entitled to appoint the trustees of the Trust (the “Trustees”) and currently at least one of the Trustees and the officer and director of the General Partner is a director, officer and employee of the Trust Manager.

DISCLAIMERS

This Offering Memorandum does not constitute, and may not be used for or in conjunction with, an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation. You are directed to inform yourself of and observe such restrictions and all legal requirements of your jurisdiction of residence in respect of the acquisition, holding and disposition of the Units offered hereby.

Subscribers should thoroughly review this Offering Memorandum and are advised to consult with their professional advisors to assess the business, legal, income tax and other aspects of this investment.

The Units will be issued only on the basis of information contained in this Offering Memorandum and provided by the Trust Manager in writing, and no other information or representation is authorized or may be relied upon as having been authorized by the Trust Manager or the Trust. Any subscription for the Units made by any person on the basis of statements or representations not contained in this Offering Memorandum or so provided, or inconsistent with the information contained herein or therein, shall be solely at the risk of such person. Neither the delivery of this Offering Memorandum at any time nor any sale to subscribers of any of the Units shall, under any circumstances, constitute a representation or create any implication that there has been no change in the business and affairs of the Trust since the date of the sale to any subscriber of the securities offered hereby or that the information contained herein is correct as of any time subsequent to that date.

This Offering Memorandum is confidential. By their receipt hereof, prospective subscribers agree that they will not transmit, reproduce or make available to anyone, other than their professional advisors, this Offering Memorandum or any information contained herein.

Forward-Looking Statements

This Offering Memorandum contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of the words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. The forward-looking statements that are contained herein involve known and unknown risks, uncertainties and other factors which may cause the Trust’s actual results, performance or developments to be materially different from any future results, performance or developments expressed or implied by the forward-looking statements.

While the Trust and the Trust Manager anticipate that subsequent events and developments may cause its views to change, the Trust and the Trust Manager specifically disclaims any obligation to update these forward-looking statements, except as required by applicable law. These forward-looking statements should not be relied upon as representing the Trust’s or the Trust Manager’s views as of any date subsequent to the date of this Offering Memorandum. Although the Trust and Trust Manager have attempted to identify important factors that could cause actual results, performance or developments to differ materially from those described in forward-looking statements, there may be other factors that cause results, performance or developments not to be as anticipated, estimated or intended. There can be no assurance that forward- looking statements will prove to be accurate, as actual results, performance or developments could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the Trust. Additional factors are noted under Item 10 “Risk Factors in this Offering Memorandum.

SUMMARY OF THE UNIT OFFERING

This is a summary only and is qualified by the information provided elsewhere in this Offering Memorandum. Capitalized terms provided herein and not otherwise defined have respective meanings ascribed hereto in the Definitions section or elsewhere in this Offering Memorandum. Unless otherwise, indicated, all references to dollar amounts or “$” in this Offering Memorandum are to Canadian dollars.

Security:                                                  Units of the Trust

Price:                                                        Net Asset Value per Unit as determined monthly that being approximately $100.00 per Unit.

Subscription:                                          Subscriptions will be received subject to acceptance or rejection in whole

or in part. The right is reserved to close the subscription books at any time without notice, and thus, there is no single fixed closing date for the Unit Offering. Each subscriber has two (2) business days to cancel its agreement to purchase Units. If there is a misrepresentation in this Offering Memorandum, subscribers have the right to sue either for damages or to cancel their subscription. Each subscriber will be restricted from selling their securities for four (4) months and one (1) day after the date the Trust becomes a reporting issuer in any province or territory in Canada. See Item 13 “Purchasers’ Rights” section of this Offering Memorandum.

Minimum Subscription:                      There is a  minimum subscription of 50 Units ($5,000). Residents of

certain provinces may be restricted in the amount they can invest when relying on this Offering Memorandum. See Item 5.2 “Subscription Procedure” section and Item 13 “Purchasers’ Rights” sections in this Offering Memorandum. Additional investments must be in the amount of not less than $5,000 in Ontario and $25,000 in all other provinces. The Trust may in its discretion waive these minimum amounts for a particular investor.

Payment Terms:                                   Subscribers may subscribe for Units by (i) delivering an executed

subscription agreement, in the form approved by the Trustees from time to time, and (ii) payment to the Trust of the Unit Subscription Price for the Units by way of a certified cheque, bank draft, wire transfer or irrevocable direction to a financial institution to deliver to the Trust full payment for the Units.

Trust:                                                       The Trust was settled as an unincorporated open-ended investment trust under the laws of the Province of Ontario pursuant to the Declaration of Trust. The Trust aims to provide its Unitholders with stable and secure returns while preserving its investable capital. The Trust commenced operations on January 24, 2019. The term of the Trust is indefinite, subject to certain conditions. The Trust is not a reporting issuer in any province or territory of Canada.

The Trust is not a trust company and does not carry on business as a trust company, and therefore is not registered under applicable legislation in any jurisdiction. Furthermore, the Units are not “deposits” within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured.

Trustees:                                                  The Trustees of the Trust are Christine Xu (Chairman), Martin Reid and

Ronald Cuadra. All of the Trustees are residents of the Province of Ontario.

Partnership:                                           The Partnership is a limited partnership formed under the laws of the

Province of Ontario as of January 25, 2019. The Trust is the sole limited partner of the Partnership.

General Partner:                                   Ready Capital Mortgage Holdings Ltd. is the general partner of  the

Partnership (“General Partner”) and an Ontario corporation. 2675985 Ontario Inc. is the sole shareholder of the General Partner.

Objective:                                                The objective of the Partnership is to provide its Limited Partner and, ultimately, Unitholders with stable and secure returns from the Partnership’s Mortgage Investments in a portfolio of private mortgages secured by real property in Canada. The Partnership targets mortgage loan investment opportunities in market segments under-serviced by large financial service providers. The Trust intends to contribute the net proceeds of the Unit Offering to the Partnership in exchange for Partnership Units to allow the Partnership to acquire, and hold, whole, partial, direct and/or indirect interests in mortgage loans.

Trust Manager:                                     The Trust Manager is Rite Alliance and it is retained by the Trust to

manage the day to day operations of the Trust. The Trust Manager is a non-arm’s length party to the Trust and Trustees.

Mortgage Administrator:       The Mortgage Administrator is licensed under the Mortgage Brokerages,

Lenders, and Administrators Act, 2006 (Ontario).

Mortgage Manager:                             The Mortgage Manager is Rite Alliance. The Mortgage Manager is

retained by the Partnership to service the Mortgage Investment for the Partnership.

Mortgage Originator:                         The Mortgage Originator is Moneybroker Canada Inc. The Mortgage

Originator is licensed under the Mortgage Brokerages, Lenders, and Administrators Act, 2006 (Ontario), operating under Mortgage Brokerage Licence No. 13024. The Mortgage Originator is a non-arm’s length party to the Trust and Trustees. The Mortgage Originator is affiliated with Rite Alliance Management Inc.

Capital Raising Fees:                           The Trust will from time to time retain and engage registered agents,

securities dealers and brokers and other eligible persons to sell the Units. Any commissions, finder's fees or referral fees or other compensation payable (including expense reimbursements) by the Trust in connection with the distribution and sale of the Units will be payable by the Trust.

Distributions:                                         The Trust intends to distribute, on a monthly basis, 100% of the Trustees’

estimate of the amount of Distributable Cash as set out in Item 5.1 “Terms of Securities” - “Distribution Policy” of this Offering Memorandum. The Trust expects to have a distribution yield of approximately 8.0% per annum, net of fees, paid monthly. The Trust reserves the right to change the expected distribution yield without notice to Unitholders.

Income Tax:                                           The income tax summary contained herein addresses the principal

Canadian Federal income tax considerations of an investment in Units (“Tax Commentary”). See Item 8 – “Income Tax Consequences and

RRSP Eligibility” section in this Offering Memorandum. Subscribers are cautioned that the Tax Commentary is a general summary only and does not constitute tax advice to any subscriber. The Tax Commentary identifies certain tax risks and contains assumptions, limitations, qualifications and caveats. Prospective subscribers should review these risks, assumptions, limitations and caveats with their professional tax advisors and reach their own conclusion as to the merits and likely tax consequences of an investment in Units.

Eligibility for Investment:      Provided the Trust qualifies as a Mutual Fund Trust for purposes of the

Income Tax Act (Canada) (the “ITA”), Units of the Trust will be qualified investments under the ITA for a trust governed by a registered retirement savings plan (“RRSP”), a tax-free savings account (“TFSA”), a registered retirement income fund (“RRIF”) (each, an “Exempt Plan”) subject to limitations described herein.

Adverse tax consequences may apply to an Exempt Plan, or the annuitant or holder of an Exempt Plan, if the plan acquires or holds property that is not a qualified investment or is a prohibited investment. See Item 8 – “Income Tax Consequences and RRSP Eligibility” and Item 10 “Risk Factors” – “Mutual Fund Trust” Status sections of this Offering Memorandum.

Item 10 “Risk Factors”:                      There are certain risk factors pertaining to an investment in the Units as

set out in Item 10 “Risk Factors” of this Offering Memorandum. This is a risky investment. For more information about your rights you should consult a lawyer.

DEFINITIONS

The following terms used in this Offering Memorandum have the meanings set forth below. “Advisory Committee” means a committee of three (3) persons selected by the Trust Manager;

“Affected Holders” means a person holding or beneficially owning Units in contravention of the restrictions on non-resident ownership as set out in Item 5.1 “Terms of Securities” - “Description of Trust Units”;

“Affiliate” shall have the meaning ascribed to such term in the Securities Act; “Associate” shall have the meaning ascribed to such term in the Securities Act;

“Borrowers” means the applicants or the borrowers for arrangement, commitment, underwriting or renewal of funding;

“Business Day” means a day other than a Saturday, Sunday, or any day on which Schedule I Banks located in Toronto, Ontario, Canada, are not open for business during normal banking hours;

“Chairman”, “President”, “Chief Executive Officer” and “Treasurer” means the Person holding the respective office from time to time if so appointed by the Trustees;

“Connected Issuer” shall have the meaning ascribed to such term in National Instrument 33-105 – Underwriting Conflicts;

“Declaration of Trust” means the Declaration of Trust dated January 24, 2019, as amended from time to time, that established Ready Capital Mortgage Investment Trust for the principal purpose of providing Unitholders with an opportunity to participate in a portfolio of mortgage loan investments through investment in units of limited partnership interest in the capital of the Partnership;

“Distributable Cash” means the net income of the Trust determined in accordance with the ITA and the Declaration of Trust;

“Distribution Date” means on or about the 15th day of each calendar month; “DRIP” means the Distribution Reinvestment Plan of the Trust;

“DRIP Termination Notice” means formal written notice by a Unitholder to terminate participation in the DRIP, which shall take effect beginning with the next monthly income distribution date following thirty

(30)  days after delivery of such notice is received by the Trustees; the Trustees may terminate the DRIP, at any time and without notice, if it determines in its sole discretion that the DRIP is not in the best interest of the Trust;

“Exempt Plans” means registered retirement savings plans (“RRSPs), a registered retirement income fund (“RRIF”) or tax-free savings accounts (“TFSA”);

“Extraordinary Resolution” means:

(i)                  a resolution passed by the Limited Partners holding, in the aggregate, not less than 100% of the Units held by all Limited Partners, who, being entitled to do so, vote in person or by proxy at a duly convened meeting of the Limited Partners, or

(ii)                subject to applicable laws, regulations and regulatory policies, a written resolution, in one or more counterparts, by Limited Partners holding, in the aggregate, not less than 100% of the Units held by all Limited Partners entitled to vote at that time;

“Fair Market Value” in relation to a Unit, means the fair market value of such Unit as determined by the Trustees from time to time, acting reasonably, but in their sole discretion, based upon the price at which the Units were offered for sale in the most recent offering of Units by the Trust less the net issue costs of such Unit, adjusted as determined by the Trustees including, without limitation, an adjustment for profits and losses up to the date of determination; provided however, that such fair market value shall not exceed the proportionate share of the of the Trust represented by such Unit;

“FSRA” means the Financial Services Regulatory Authority;

“General Partner” means Ready Capital Mortgage Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, and its successors as General Partner under the Limited Partnership Agreement;

“GP Group” means the General Partner and its’ officers, directors, employees, and affiliates, and any other person contracted by the General Partner;

“IFRS” means the International Financing Reporting Standards;

“ITA” means the Income Tax Act (Canada), as amended from time to time;

“Limited Partner” in relation to the Partnership, means Ready Capital Mortgage Investment Trust, in its capacity as the sole limited partner of the Partnership unless the context indicates otherwise;

“Limited Partnership Agreement” means the Limited Partnership Agreement dated as of December 23, 2021, between the General Partner and the Limited Partner, as amended from time to time;

“Moneybroker” means Moneybroker Canada Inc., a corporation incorporated under the laws of the Province of Ontario licensed with FSRA as a mortgage brokerage with licence number 13024;

“Mortgage” means a mortgage, hypothec, deed of trust, charge or other security interest of or in Real Property used to secure obligations to repay money by a charge upon the underlying Real Property, whether evidenced by notes, debentures, bonds, assignments of purchase and sale agreements or other evidence of indebtedness, whether negotiable or non-negotiable;

“Mortgage Investments” means, at any time, the mortgage loans or interests therein of the Partnership;

“Mortgage Administrator” a corporation incorporated under the laws of the Province of Ontario and licensed with FSRA as a mortgage administrator under the Mortgage Administration Agreement;

“Mortgage Administration Agreement” means the Mortgage Administration Agreement dated December 23, 2021, as amended from time to time, entered into between the Partnership and the Mortgage Administrator, providing for, among other things, the retention of the Mortgage Administrator by the Partnership;

“Mortgage Manager” means Rite Alliance Management Inc., a corporation incorporated under the laws of the Province of Ontario;

“Mortgage Management Agreement” means the Mortgage Management Agreement dated December 23, 2021, as amended from time to time, entered into between the Partnership and the Rite Alliance Management Inc. providing for, among other things, the retention of the Mortgage Manager by the Partnership;

“Mortgage Originator” means Moneybroker Canada Inc., a corporation incorporated under the laws of the Province of Ontario licensed with FSRA as a mortgage brokerage with licence number 13024, and its successors, as Mortgage Originator under the Mortgage Origination Agreement;

“Mortgage Origination Agreement” means the Mortgage Origination Agreement dated December 23, 2021, as amended from time to time, entered into between the Partnership and the Mortgage Originator, provided for, among other things, the retention of the Mortgage Originator by the Partnership;

“Mortgage Portfolio” means all Mortgage Investments of the Partnership;

“Mortgaged Property” means the underlying Real Property that secure Mortgage Investments;

“Net Asset Value” means at any particular time, in respect of the Trust, the value of the Limited Partnership Units at such time determined in accordance with the Declaration of Trust.

“Net Capital Gains” means the net capital gains of the Trust for any taxation year of the Trust determined as the amount, if any, by which the aggregate of the capital gains of the Trust in the year exceeds (i) the aggregate of the capital losses of the Trust in the year, (ii) any capital gains which are realized by the Trust as a result of a redemption of Units, (iii) the amount determined by the Trustees in respect of any capital losses for prior taxation years, which is permitted by the ITA to deduct in computing the taxable income of the Trust for the year, and (iv) any amount in respect of which the Trust is entitled to a capital gains refund under the ITA, as determined by the Trustees; provided that, at the discretion of the Trustees, the Net Capital Gains for the year may be calculated without subtracting the full amount of the net capital losses for the year and/or without subtracting the full amount of the net capital losses of the Trust carried forward from previous years;

“Nominee” means Ready Capital Mortgage Holdings Ltd., a corporation incorporated under the laws of the Province of Ontario, and its successors as designated under the Nominee Agreement to hold each Mortgage as bare trustee and nominee for the Partnership;

“Nominee Agreement” means the Nominee Agreement dated as of December 23, 2021, as amended from time to time, entered into between the Partnership and Ready Capital Mortgage Holdings Ltd., providing for, among other things, the retention of Ready Capital Mortgage Holdings Ltd. to hold legal title to Mortgage Investments on behalf of the Partnership;

“OSC” means the Ontario Securities Commission;

“Partnership” means Ready Capital Mortgage Limited Partnership, the limited partnership formed pursuant to the laws of the Province of Ontario by and among the General Partner and the Limited Partners;

“Partnership Capital” at any time, means all of the monies, interests, properties and assets of the Partnership, including, without limitation, all monies realized from the sale of assets of the Partnership or borrowing by the Partnership;

“Partnership Investments” means the Partnership’s investments in mortgage investments secured by real property in Canada;

“Partnership Units” means units of limited partnership interest in the Partnership;

“Person” means and includes individuals, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, pension funds, land trusts, business trusts, or other organizations, whether or not legal entities and governments and agencies and political subdivisions thereof;

“Private Placement” means exemption from the prospectus requirements of National Instrument 45-106 – Prospectus Exemptions;

“Ready Capital Mortgage Holdings Ltd.” means a corporation incorporated under the laws of the Province of Ontario, for the principal purpose of holding all Mortgage Investments as bare trustee and nominee for and on behalf of the Partnership, in accordance with the Mortgage Administration Agreement and the Nominee Agreement;

“Real Property” means property which in law is real property and includes, whether or not the same would in law be real property, leaseholds, mortgages, undivided joint interests in real property (whether by way of tenancy-in-common, joint tenancy, co-ownership, joint venture or otherwise), any interests in any of the foregoing and securities of corporations the sole or principal purpose and activity of which is to invest in, hold and deal in real property;

“Register” means a listing kept by, or on behalf and under the direction of, the Trustees, that provides the names and addresses of all Unitholders, the respective number of Units held by each Unitholder, and a record of all transfers thereof;

“Residential Mortgages” means mortgages which are principally secured by single family residences and multi-family residential properties”;

“Rite Alliance” or “Rite Alliance Management Inc.” means Rite Alliance Management Inc., a corporation incorporated under the laws of the Province of Ontario;

“Schedule I Bank” means a bank listed in Schedule I of the Bank Act (Canada);

“Securities Act” means the Securities Act, R.S.O., 1990, c. S.5 (Ontario), as amended from time to time; “Subscription Documents” means:

(i)                  an executed subscription agreement in the form provided with this Offering Memorandum; and

(ii)                a certified cheque, bank draft, wire transfer made payable to Ready Capital Mortgage Investment Trust in the amount of the Unit Subscription Price for the Units subscribed or an irrevocable direction to a financial institution to deliver to the Trust the full Unit Subscription Price for the Units subscribed;

“Subsidiary” shall have the meaning ascribed to such term in the Securities Act;

“Trust” means the Ready Capital Mortgage Investment Trust settled as an unincorporated open-ended investment trust under the laws of the Province of Ontario pursuant to the Declaration of Trust;

“Trust Capital” means, at any time, the aggregate amount of Unitholders’ equity;

“Trust Funds” at any time, means all of the monies, interests, properties, and assets that are at such time held by the Trustees for the purposes of the Trust, including, without limitation, the initial contribution made by the settlor of the Trust, and all monies realize from the sale of Units or borrowing by the Trust;

“Trust Income” means the income of the trust for any taxation of the Trust will be the income for such year computed in accordance with the ITA less, at the discretion of the Trustees, amounts of any non- capital losses of the Trust for the prior years that are deductible in computing the Trust’s taxable income for the year under the ITA; provided, however, that capital gains and capital losses will be excluded from the computation of Trust Income; and the Trustees will have the sole discretion to utilize or not utilize such deductions, provisions, and alternative calculations available under the ITA, including, without limitation, discretion as to timing and amount, in respect of offering expenses, operating expenses, and discretionary deductions;

“Trust Manager” means Rite Alliance Management Inc., a corporation incorporated under the laws of the Province of Ontario;

“Trust Management Agreement” means the Trust Management Agreement dated December 23, 2021, as amended from time to time, entered into between the Trust Manager and the Trust, providing for, among other things, the retention of the Trust Manager by the Trust;

“Trustees” means the trustees of the Trust; “Unit” means one unit of the Trust;

“Units” means each of the units of the Trust and includes a fraction of a Unit of the Trust; “Unitholder” means a person who holds Units of the Trust;

“Unitholders” means persons that hold Units of the Trust;

“Unit Offering” means the offering by the Trust, on a private placement basis, of units of the Trust at a price of the Net Asset Value per Unit as determined from time to time of approximately $100.00 per Unit;

“Unitholder Redemption Date” means the last day of each calendar month, provided that if the last day of a calendar month is not a Business Day, the Unitholder Redemption Date for that calendar month shall be the next succeeding Business Day;

“Unitholder Redemption Notice” means the written notice, in a form approved by the Trustees, sent by a Unitholder to the Trustees requiring the Trust to redeem the Units so described in such notice;

“Unit Redemption Price” means, subject to Schedule A of the Declaration of Trust, the price per Unit equal to the Fair Market Value of the Unit to be redeemed calculated at the Valuation Date immediately preceding the Unitholder Redemption Date, plus the pro rata share of any unpaid distributions thereon which have been declared payable to Unitholders but remain unpaid as at the Unitholder Redemption Date to the extent same are not otherwise included in the Fair Market Value of the Units to be redeemed;

“Unit Subscription Price” mean the Net Asset Value per Unit at the date of acceptance of a subscription; and

“Valuation Date” means the last business day of each calendar month and any such other days as may be determined from time to time by the Trustee.

1.       USE OF AVAILABLE FUNDS

1.1                Funds

The Trust is offering, on a private placement basis, Units of the Trust at a price of $100 per Unit. There is no minimum or maximum offering. There is a minimum subscription of 50 Units ($5,000). Additional investments must be in the amount of not less than $5,000 in Ontario and $25,000 in all other provinces. The Trust may in its discretion waive these minimum amounts for a particular investor. Each Unit represents an undivided beneficial interest in the assets of the Trust, which will principally be comprised of indirect interests in mortgage loans. The following table discloses the net proceeds of the Offering and the funds that will be available to the Trust under two hypothetical fundraising scenarios.

Notes:

(1)     The Trust may pay registered dealers a commission of up to 1% of the value of the securities purchased in the Unit Offering.

(2)     Unit Offering costs include legal, marketing, administrative, accounting and audit and other fees payable by the Trust to its advisors.

(3)     The Trust does not currently and does not expect to have a working capital deficiency.

1.2                Use of Available Funds

The Trust will use the available funds raised pursuant to this Offering Memorandum as follows:

Notes:

(1)     The available funds (see G. above) will be invested primarily in conventional Mortgages secured by real property situated in Canada. See Item 2 – “Business of the Trust”.

(2)     The expenses represent estimated fees payable pursuant to the Mortgage Administration Agreement, Mortgage Management Agreement, Mortgage Origination Agreement and other operating expenses, assuming the maximum offering amount, as described under Item 2.2 and 2.7.

1.3                Proceeds Transferred to Other Issuers

A significant amount of the proceeds of the offering will be not be invested in, loaned to, or otherwise transferred to another issuer that is not a subsidiary controlled by the Trust.

2.       BUSINESS OF THE TRUST AND OTHER INFORMATION AND TRANSACTIONS

2.1                Structure

The Trust was settled as an unincorporated open-ended investment trust under the laws of the Province of Ontario on January 24, 2019, pursuant to the Declaration of Trust. The Trustees finance the activities of the Trust by selling Units and investing Trust Funds in Partnership Units and the capital therefrom is used by the Partnership to fund Mortgage Investments. The Trust will continue in force and effect so long as any property of the Trust is held by the Trustees, and the Trustees retain the powers conferred on them by law or by the Declaration of Trust. The principal place of business of the Trust is situated at the office of the Trust Manager which is located a 4491 Highway 7 East Markham, Ontario L3R 1M1.

DocuSign Envelope ID: 2B0097F3-2612-45CA-9E0E-CC3EE3B9A985

STRUCTURE

The following chart shows the relationship between the Trust, the Unitholders, the Partnership, the General Partner, Rite Alliance Management Inc. as the Trust Manager of the Trust and as the Mortgage Manager of the Trust, the Mortgage Administrator of the Limited Partnership, Ready Capital Mortgage Holdings Ltd. as bare trustee and nominee for the Partnership and General Partner of the Partnership and Moneybroker Canada Inc. as the Mortgage Originator.

2.2                The Business

OVERVIEW

The Trust was established for the principal purpose of providing Unitholders with an opportunity to participate in a portfolio of Mortgage Investments through investment in units of the Partnership in the capital of the Partnership. The Trustees intend to provide Unitholders with stable distributions while preserving the Trust Capital. The long-term objective of the Trust is to provide Unitholders with stable and secure cash distributions generated through the Trust’s indirect investment in Mortgage Investments through the Partnership. In addition to capital preservation and performance consistency, the Trust aims to grow the Trust Capital in a controlled manner and diversify Mortgage Investments geographically across different real estate asset types. The Trustees expect this intended growth will help to dilute annual fixed costs, including accounting, legal and administrative costs, of the Trust, which will enhance the return to Unitholders.

The Trust is intended to qualify as a “unit trust” and as a “mutual fund trust” under the provisions of the ITA and the regulations thereunder as replaced or amended from time to time. As such, the Trust intends to annually distribute substantially all of its net income and net realized capital gains (if any), as monthly distributions during each year or within ninety (90) days of its year-end. Net income for tax purposes may differ from accounting income due to the treatment of certain revenue and expense items under the ITA that is different from such treatment under IFRS. The Trust will also provide comparative data on an IFRS basis.

The Declaration of Trust provides for a minimum of 2 and a maximum of 10 Trustees. The Trust currently has 3 Trustees. Provided that Rite Alliance is retained as the Trust Manager, it shall have the right to appoint the Trustees.

Unless otherwise required by law, the Trustees will not be required to give a bond, surety or security in any jurisdiction for the performance of any duties or obligations under the Declaration of Trust nor will the Trustees be required to devote their entire time to the investments, purpose or affairs of the Trust. The Declaration of Trust provides an indemnity for each Trustee and states that the Trustees shall at all times be indemnified and saved harmless out of the property of the Trust from and against any costs, damages, liabilities or expenses, suffered or incurred by the Trustees, individually, or collectively, resulting from or arising out of any act or omission of the Trustees on behalf of the Trust in furtherance of the execution of their duties as Trustees under the Declaration of Trust unless such costs, damages, liabilities or expenses result from or arise out of any act or omission of the Trustees that constitutes fraud, gross negligence or willful misconduct of the Trustees. Further, the Trustees are not liable to the Trust or to any Unitholder for any loss or diminution in the value of the Trust or its assets in the ordinary course of business.

Trustees are entitled to receive such reasonable compensation, if any, as the Trustees may determine, from time to time, for their services as Trustees, including compensation for attending board or committee meetings. The Trustees are also entitled to reimbursement of reasonable out-of-pocket expenses incurred in acting as Trustees and to receive remuneration for services rendered to the Trust in any other capacity, either directly or indirectly. Such services may include, without limitation, services as an officer of the Trust, legal, accounting or other professional services or services as a broker or underwriter, performed by a Trustee or any person affiliated or associated with a Trustee.

The Trust was established for an indefinite term. Termination or the sale, or transfer, of all, or substantially, all the assets of the Trust (other than as part of an internal reorganization of the assets of the Trust as approved by the Trustees), can occur upon the instructions of the Trust Manager.

THE MORTGAGE PORTFOLIO

Investment Strategy

The investment goal of the Trust is to finance prudent conventional Mortgages secured by real property situated in Canada. Moneybroker reviews, selects and originates Mortgage Investments to present to the Partnership. The Mortgage Manager manages such mortgage loan investments funded by the Partnership.

In making selections to present to the Partnership, the Mortgage Originator adheres to the investment and operating policies of the Partnership. As part of the approval process, if applicable to the subject mortgage loan investment under consideration, the Mortgage Originator provides a full underwriting report that generally includes a credit assessment and evaluation of the prospective borrower and Mortgaged Property and if necessary, an appraisal or a broker opinion of value.

The Mortgage Originator will recommend new mortgage loan investments for the Partnership when it is confident that the proposed borrowers have (i) demonstrated a legitimate use of the requested funds, (ii) the ability to satisfy interest payments; and (iii) a feasible repayment plan. The position of the Mortgage Originator is that any proposed mortgage loan should benefit both the Partnership and the proposed borrower.

The underwriting of private mortgage investments focuses on the value of the underlying Real Property, however the Mortgage Originator also considers the borrowers’ defined business plans, real estate expertise, ability to make interest payments and strength of personal or corporate covenants or guarantees (where applicable).To maintain a stable interest yield, the Partnership manages risk through conservative underwriting, maintenance of a diversified mortgage portfolio and diligent and proactive mortgage servicing.

The Partnership intends to focus on mortgage loan investment opportunities in the term loan category. Term financing enables an owner of a completed or substantially completed income or non-income producing property to defer longer-term financing until conditions warrant more favourable financing terms. Mortgage rates vary, depending on factors including the borrower, property location, property type and loan to value. These mortgages are usually short to mid-term as the borrowers’ funding requirement is driven by a specific opportunity for use of the funds on an interim basis or as a method of bridge financing until the property qualifies for long-term, low cost institutional lender programs. Loans in this segment are expected to average between 6 and 24 months in duration. Occasionally, changes in market conditions or criteria of institutional lenders will create opportunities for longer-term mortgages.

Advisory Committee

Subject to the terms of the Limited Partnership Agreement, the Partnership may establish an Advisory Committee to review all Mortgage Investments proposed by the Mortgage Originator on behalf of the Partnership. The Advisory Committee if established would have at least three (3) members. The General Partner would consult with the Trust Manager to appoint members of the Advisory Committee.

The Partnership would indemnify and holds harmless the members of the Advisory Committee, from and against all liabilities, losses, claims, damages, penalties, actions, suits, demands, costs and expenses including without limiting the foregoing, reasonable legal fees and expenses, arising from or about any actions or omissions arising from the members fulfilling their duties. This indemnity would survive a change in the composition of the members of the Advisory Committee.

The Advisory Committee would provide advice and recommendations to the Mortgage Originator and the Partnership with respect to the acceptance of an investment for the Partnership.

INVESTMENT POLICIES

The Partnership has adopted investment policies that are consistent with legislation governing the Partnership, and the Trust, the provisions of the ITA governing mutual fund trusts and the Declaration of Trust. The investment policies for mortgage loan investments are as follows:

1.       Mortgages will be secured on Real Property located in Canada.

2.       When advantageous to the Partnership, the Mortgage Manager may sell any of the Mortgage Investments to other financial institutions and lenders.

3.       The Partnership may participate in a Mortgage with other lenders on a syndicated basis.

4.       The Trust shall not make any investment, take any action or omit to take any action that would result in Units ceasing to be units of a “mutual fund trust” within the meaning of the ITA, or a qualified investment for Exempt Plans.

PORTFOLIO DEVELOPMENT

Utilizing the services of the Mortgage Manager, the Partnership, for the benefit of the Trust, will develop the Mortgage Portfolio by the following activities:

1.                   Referral Sources

Origination of mortgages through referral sources such as real estate agents and brokers, mortgage agents and brokers, lawyers, accountants and previous borrowers.

2.                   Direct Origination

Origination of mortgages through direct negotiations with mortgage borrowers such as home builders, industrial and commercial developers and home owners, and those referred by financial institutions.

3.                   Purchases in the Secondary Market

Participation in the secondary market in which mortgages are bought and sold at market yields by financial institutions, investment dealers, pension funds and other lenders.

4.                   Agency Origination

Participation in mortgages originated by other qualified market intermediaries.

The Mortgage Manager is responsible for managing the operations of the Partnership in accordance with the Investment Policies set forth herein, in addition to selecting mortgage loan investment opportunities. Mortgage Investments must be approved by the Partnership. The Partnership is responsible for establishing bad debt allowances.

BORROWING POLICIES

The Partnership may from time to time borrow funds with the objective of having Trust Funds fully invested and obtaining a spread between the interest rate payable to the Partnership of the Mortgage Investments advanced with the proceeds of such borrowings and the interest rate paid by the Partnership in respect of such borrowings. The Partnership may borrow to the extent that the General Partner, acting in accordance with the policies established by the Trustees and the General Partner, is satisfied that the borrowing and additional investments will increase the overall profitability of the Trust.

Such borrowings are subject to the restriction that the total indebtedness from such entities may not exceed 30% of the book value of the Mortgages held by the Partnership as at the date of drawdown of the borrowed funds. See Item 10 “Risk Factors” - Borrowing. Debt obligations of the Partnership could bear both fixed and floating rates of interest as necessary to satisfy the matching requirements of the Trust. The Partnership will fund the Mortgage Investments with equity, bank loans and fixed rate debt instruments.

MANAGEMENT OF THE TRUST

The operations of the Trust are subject to the control and direction of the Trustees. The Trust has retained Rite Alliance as the Trust Manager to manage the day to day operations of the Trust.

Pursuant to the Trust Management Agreement, the duties of the Trust Manager include, without limitation:

1.                   administering the day-to-day business and affairs of the Trust;

2.                   maintaining the books and financial records of the Trust;

3.                   ensuring preparation of reports and other information required to be sent to Unitholders;

4.                   recommending suitable individuals for nomination as Trustees; and

5.                   supervising the administration of the payment of interest and distributions to Unitholders.

In accordance with the Trust Management Agreement, the Trust Manager shall pay for certain expenses, including: employment expenses of its personnel, expenses of Trustees and officers of the Trust who also serve as directors, officers and employees of the Trust Manager and its affiliates, other than expenses incurred by such individuals in attending meetings as Trustees, in addition to rent, telephone, utilities, office furniture, and supplies. The Trust shall pay all expenses relating to the operations and activities of the Trust reasonably incurred by the Trust Manager in the performance of the duties of the Trust Manager, including amongst other things, interest and costs of borrowed money of the Trust, fees and expenses of lawyers, accountants, auditors and bond rating agencies, insurance, and expenses in connection with payments of distributions of Units.

THE PARTNERSHIP AND MORTGAGE ADMINISTRATION, MANAGEMENT AND ORIGINATION

The Partnership has retained a Mortgage Administrator to provide mortgage administration services to the Partnership.

The Partnership has retained Rite Alliance as the Mortgage Manager to service the Mortgage Investments. Rite Alliance has served as the Mortgage Manager since January 25, 2019.

The Partnership has retained Rite Alliance’s Affiliate, Moneybroker, as the Mortgage Originator for the Partnership. The Mortgage Originator from various sources including mortgage brokers and originates mortgage loans for the Partnership. Moneybroker has been continuously active in the business of mortgage brokerage since it was incorporated in 2018.

Mortgage Administration Agreement

Under the Mortgage Administration Agreement between the Mortgage Administrator and the Partnership, dated December 23, 2021, the Mortgage Administrator has agreed to administer the Mortgage Investments for the Partnership. In administrating the Mortgage Investments of the Partnership, the Mortgage Administrator is responsible for, among other things:

1.                   Collect all funds on account of the Mortgage Investments received on behalf of the Partnership and deposit all funds received by the Partnership.

2.                   Remit the proportionate interest of the Partnership in all amounts received by the Mortgage Administrator on account of Mortgage Investments as directed by the Trust Manager.

3.                   When required establish and manage property tax escrow accounts in respect of the Real Property provided as security for the Partnership’s Mortgage Investments.

4.                   Comply with Section 18 of Regulation 189/08 under the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c. 29 with respect to Mortgage Investments under administration.

The Partnership can terminate the Mortgage Administration Agreement without cause, upon providing 1 months’ written notice to the Mortgage Administrator.

The Mortgage Administration Agreement may be terminated by either party if the other party breaches any material term of the Mortgage Administration Agreement that causes a material adverse effect which is not cured within 60 days upon written notice of such breach or, commissions an act constituting bad faith, willful malfeasance, gross negligence or reckless disregard of its duties or, becomes bankrupt. The Partnership may terminate the Mortgage Administration Agreement upon 30 days’ prior written notice to the Mortgage Administrator. The Mortgage Administrator may also terminate the Mortgage Administration Agreement upon 90 days’ prior written notice to the Partnership.

The Mortgage Administrator does not have any responsibility or liability to the Partnership, or to Unitholders, for any action taken, or for refraining from taking any action, in good faith, or for errors in judgment. The Mortgage Administrator will only be liable to the Partnership, the General Partner, or the Limited Partners, for breach of its obligations under the Mortgage Administration Agreement or acts constituting fraud, bad faith or negligence in respect of its duties under the Mortgage Administration Agreement.

The Partnership has agreed to indemnify and hold harmless the Mortgage Administrator and its directors, officers, shareholders, employees, affiliates and agents thereof, from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, costs and expenses including, without limiting the foregoing, reasonable legal fees and expenses, that arise from, or in connection to, actions or omissions by Rite Alliance as the Mortgage Administrator under the Mortgage Administration Agreement, provided that such action or omission is taken, or not taken, in good faith and without willful misconduct or gross negligence. This indemnity shall survive the removal or resignation of Rite Alliance, as the Mortgage Administrator, in connection to any and all of its duties and obligations under the Mortgage Administration Agreement.

Mortgage Management Agreement

Under the Mortgage Management Agreement between the Mortgage Manager and the Partnership, dated December 23, 2021, the Mortgage Manager has agreed to service the Mortgage Investments for the Partnership. In servicing the Mortgage Investments of the Partnership, the Mortgage Administrator is responsible for, among other things:

1.                   Arrange for the purchase, sale or exchange of such Mortgage Investments of the Partnership.

2.                   Provide to the Partnership, all necessary information relating to proposed acquisitions, dispositions, financing and related transactions with respect to the Mortgage Investments.

3.                   Ensure that all Mortgage Investments of the Partnership comply with the terms and restrictions contained in the Partnership Documents and forthwith bring to the notice of the Partnership, any Mortgage Investments that are non-compliant or become non-compliant with the Partnership Documents.

4.                   Upon request by the Partnership, provide the Partnership with all necessary information related to any Mortgage Investments (existing or proposed), including, without limitation, information required to determine the value and the gross outstanding principal amount of each Mortgage Investment, the weighted average daily balance of the outstanding balance of the Mortgage Investments and the net assets of the Partnership. Without limiting the generality of the foregoing, such information may include: (i) periodic delinquency reports with respect to the performance of the Mortgage Investments; and (ii) to the extent known by the Mortgage Manager, reports listing defaulted loans, poorly performing Mortgaged Premises as to which a material adverse event has occurred.

5.                   Inform the Partnership of any material default which may occur under any Mortgage Investment and which has not been cured within ten days of such default and taking whatever action that the Mortgage Manager, in its discretion, deems necessary or appropriate under the circumstances to enforce performance of the obligations of a defaulting debtor (or its successors and assigns) under any Mortgage Investment in default including realizing upon the security therefor, which may include, without limitation, the appointment of a receiver, the exercise of powers of distress, lease or sale, the institution of foreclosure or “power of sale” proceedings and the pursuit of any other remedy available at law that is necessary or required to protect the Partnership's Mortgage Investments. The Partnership and the defaulting borrower will have the duties and rights, and will be responsible for the costs, as outlined in the Mortgages Act.

6.                   Notify the Partnership if the Mortgage Manager becomes aware of a subsequent encumbrance on any Mortgage Investment or any other significant change in circumstances affecting any Mortgage Investment.

7.                   Provide recommendations to the Partnership in formulating, evaluating, and as required modifying the Investment Policies.

8.                   Supervise the day to day affairs applicable to the Partnership’s investments on the Partnership’s behalf.

9.                   Upon direction by the Partnership, take certain actions on behalf of the Partnership, concerning the Mortgage Investments, including the collection, prosecution and settlement of claims, foreclosing and otherwise enforcing security interests with respect to the Mortgage Investments, including the Impaired Investments.

10.                Maintain records and accounts in respect of each Mortgage Investment.

11.                Investigate, select and conduct relations with leasing agents, realtors and real estate agents and brokers, consultants, borrowers, lenders, finders, mortgagees, mortgage loan originators or brokers, correspondents and servicers, technical managers, property appraisers and consultants counsel, escrow agents, depositaries, financial institutions, agents for collection, bailiffs, insurers, insurance agents, contractors, developers and persons acting in any other capacity deemed by the Partnership as necessary or desirable.

12.                Provide office space, office furnishings and equipment and personnel having the requisite experience and skill for the performance of the Management Services  hereunder.

13.                Once determined to meet the Investment Policies, perform or cause to be performed comprehensive due diligence on the assets underlying a Mortgage Investment, including but not limited to, obtaining structural reports, environmental reports, appraisals quantitative surveyor or architect certificates, title insurance, and to the extent possible, audited operating statements, as required, for each investment opportunity.

14.                Review repurchased loans for compliance with the Investment Policies and present such loans to the Partnership or the Advisory Committee, if any, for review.

15.                Monitor the Mortgage Investments to ensure that the Partnership continues to qualify as a Mutual Fund Trust under the Tax Act.

16.                Deliver portfolio reports to the Partnership on a regular basis with respect to the Mortgage Investments and provide documentation and/or other information as requested.

17.                As required, enter into agreements with third party registered mortgage brokers and/or lenders licensed under the MBLAA or other applicable legislation, to carry out the activities, including origination of the Mortgage Investments, as contemplated by this Agreement.

18.                At the written request of the Partnership, schedule and participate in a quarterly portfolio review with the General Partner to be held no later than thirty (30) days following the delivery of the quarterly and annual reports, at which the Mortgage Manager shall respond to any questions that the Partnership may have with respect to the Mortgage Investments.

19.                Carry out such other actions in connection with its mortgage management function as may be beneficial to the management of the Partnership.

The Mortgage Management Agreement may be terminated by either party if the other party breaches any material term of the Mortgage Management Agreement that causes a material adverse effect which is not cured within 60 days upon written notice of such breach or, commissions an act constituting bad faith, willful malfeasance, gross negligence or reckless disregard of its duties or, becomes bankrupt. The Partnership may terminate the Mortgage Management Agreement upon 30 days’ prior written notice to the Mortgage Manager. The Mortgage Manager may also terminate the Mortgage Management Agreement upon 30 days’ prior written notice to the Partnership.

The Mortgage Manager does not have any responsibility or liability to the Partnership, or to Unitholders, for any action taken, or for refraining from taking any action, in good faith, or for errors in judgment. The Mortgage Manager will only be liable to the Partnership, the General Partner, or the Limited Partners, for breach of its obligations under the Mortgage Management Agreement or acts constituting fraud, bad faith or negligence in respect of its duties under the Mortgage Management Agreement.

The Partnership has agreed to indemnify and hold harmless Rite Alliance and directors, officers, shareholders, employees, affiliates and agents thereof, from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, costs and expenses including, without limiting the

foregoing, reasonable legal fees and expenses, that arise from, or in connection to, actions or omissions by Rite Alliance as the Mortgage Manager under the Mortgage Management Agreement, provided that such action or omission is taken, or not taken, in good faith and without willful misconduct or gross negligence. This indemnity shall survive the removal or resignation of Rite Alliance, as the Mortgage Manager, in connection to any and all of its duties and obligations under the Mortgage Management Agreement.

Mortgage Origination Agreement

Under the Mortgage Origination Agreement between the Partnership and the Mortgage Originator, dated December 23, 2021, the Mortgage Originator is responsible for diligently seeking out, reviewing, and presenting mortgage investment opportunities consistent with the investment policies and operating policies of the Partnership. The Mortgage Originator also sources, originates and underwrites the Mortgage Investments on behalf of the Partnership and performs various activities relating to such services, including, without limitation:

1.                   identifying Mortgage Investments that satisfy the investment policies of the Partnership;

2.                   providing information to the General Partner related to proposed acquisitions, dispositions, and financing of Mortgage Investments; and

3.                   consulting with the General Partner and furnishing the General Partner with research, information, data, and opportunities with respect to the Mortgage Investments of the Partnership.

The Mortgage Originator will, in its sole discretion, retain the services of professionals accountants, lawyers, notaries or other professional advisors to assist with the ongoing management of the Partnership and its assets.

The Partnership can terminate the Mortgage Origination Agreement without cause, upon providing 30 days’ written notice to the Mortgage Originator.

The Mortgage Originator will exercise its powers and discharge its duties in good faith and according to what the Mortgage Originator reasonably believes is in the best interests of the Partnership, and exercise the degree of care, diligence and skill of a prudent residential and commercial mortgage loan servicer.

If the standard of care has been met, the Mortgage Originator will not be liable to the Partnership or any other person for any loss occasioned by an honest error in judgment, or for any loss, damage or misfortune whatever which may happen in the proper exercise of its duties. In particular, the Mortgage Originator does not in any way guarantee the performance of the Mortgage Investments made by the Partnership and shall not be liable for any diminution in the value of such Investments or for any other loss, harm or damage sustained by the Partnership except to the extent that such diminution in value, loss, harm or damage is conclusively found by legal process to have been a direct result of the gross negligence, willful misconduct or dishonesty on the part of the Mortgage Originator.

The Partnership will indemnify and hold harmless the Mortgage Originator from and against any and all claims, actions, suits, proceedings, demands, assessments, judgments, losses, damages, liabilities, expenses, costs (including all legal fees and costs on a solicitor and his own client basis) ) to which the Mortgage Originator, may be put or suffer as a result of performing its duties under the Mortgage Origination Agreement. The Partnership covenants and agrees to indemnify the Mortgage Originator, its directors, officers, employees and agents, any person or company retained by the Mortgage Originator and such person’s or company’s directors, officers, employees and agents, (the “Indemnified Parties”) and save them harmless in respect of all judgments, amounts paid in settlement and costs (including legal costs on a solicitor and client basis) (collectively, “losses”) whatsoever which the Indemnified Parties may incur in or about any claim, action, cause of action, suit or proceeding which is made, brought, commenced or prosecuted against it or them or any of them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by it or any of them in or about the direct execution of its obligations and duties hereunder. No right of indemnity or reimbursement granted may be satisfied except out of the assets of the

Partnership and no shareholder of the Partnership shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise.

In the event that any of the Partnership or its directors, officers or employees is successfully sued on the basis of any action or inaction of the Indemnified Parties which is determined to be a breach of this Agreement and as a result, the Partnership suffers any loss, damage, expense or cost (including legal costs on a solicitor and client basis), the Mortgage Originator covenants and agrees to indemnify the Partnership and its directors, officers and employees and save them harmless in respect of all such losses, damages, expenses and costs whatsoever which the Partnership or its directors, officers and employees may incur.

THE LIMITED PARTNERSHIP AGREEMENT

The Partnership is a limited partnership formed and organized under the laws of the Province of Ontario, pursuant to the Limited Partnerships Act (Ontario). The rights and obligations of the General Partner and the Limited Partners are governed by the Limited Partnership Agreement, signed on January 25, 2019 and as amended from time to time. The objective of the Limited Partnership Agreement is to facilitate the investment of Partnership Capital contributed by the Limited Partners in Partnership Investments, which primarily include mortgage investments secured by real property in Canada. The Partnership will conduct its affairs through the Mortgage Administrator pursuant to the Mortgage Administration Agreement. The term of the Partnership will commence on the formation thereof and will continue until dissolved in accordance the Limited Partnership Agreement. All capitalized terms in this section not otherwise defined herein shall have the meanings as set out in the Limited Partnership Agreement.

The Trust is the sole limited partner of the Partnership.

Investment Policies

The primary investment policies (“Investment Policies”) for the Partnership are as follows:

1.                   Mortgages will be secured on Real Property located in Canada.

2.                   When advantageous to the Partnership, the Mortgage Administrator may sell any of the Mortgage Investments to other financial institutions and lenders.

3.                   The Partnership may participate in a Mortgage with other lenders on a syndicated basis.

4.                   The Partnership shall not make any investment, take any action or omit to take any action that would result in Units ceasing to be units of a “mutual fund trust” within the meaning of the ITA, or a qualified investment for Exempt Plans.

Operating Policies

The operations and affairs of the Partnership are required to be conducted in accordance with the following operating policies (“Operating Policies”):

1.                   the Partnership may borrow funds on commercially reasonable terms to acquire or invest in specific Mortgage Investments;

2.                   when making an investment in, or an acquisition of, a Mortgage or other Mortgage Investment, the General Partner may, in its sole discretion, but will not be obliged to require the Mortgage Originator to obtain or review an independent appraisal and/or broker opinion of value from a qualified appraiser or realtor, as the case may be, on the underlying Real Property which is the primary security for the Mortgage and may or may not obtain additional independent appraisals or audits of the underlying Real Property or any additional collateral and other properties secured by the Mortgage or other Mortgage Investment;

3.                   when deemed necessary by the General Partner, the Partnership will, where appropriate, require the Mortgage Originator to establish and manage property tax escrow accounts in respect of the Real Property provided as security for the Partnership’s Mortgage Investments, if any; and

4.                   the legal title to each Mortgage Investment may be held by and registered in the name of the General Partner or a corporation or other entity that is an Affiliate, Associate or Subsidiary of the General Partner or its Affiliates, associates or subsidiaries. Where the Partnership's interest is held in trust, the trust arrangements must be approved by the General Partner. Where the legal title to an Mortgage Investment is held by and registered in the name of an entity wholly-owned by, or Affiliated or Associated with, the General Partner, or in the name of a person or persons in trust for the Partnership, such entity may hold legal title to such Mortgage Investment on behalf of other beneficial owners of such Mortgage Investment.

The General Partner may, in its sole discretion, amend, supplement or replace the Investment Policies and/or the Operating Policies of the Partnership.

Limitations on Authority of Limited Partners

No Limited Partner will be entitled to take part in the control of the business of the Partnership, to execute any document which binds the Partnership or any other Limited Partner, to purport to have the power or authority to bind the Partnership or any other Limited Partner, or to have any authority to undertake any obligation or responsibility on behalf of the Partnership. No Limited Partner will be entitled to bring any action for distribution or sale in connection with any interest in the property of the Partnership, or permit any lien or charge to be filed or registered against the property of the Partnership. Each Limited Partner nominates, constitutes and appoints the General Partner with full power and authority as its agent and true and lawful attorney.

Liability of the General Partner and Limited Partners

The General Partner will have unlimited liability for the debts, liabilities and obligations of the Partnership. The liability of each Limited Partner for the debts, liabilities and obligations of the Partnership will be limited to the capital account amount contributed by each respective Limited Partner, undistributed distributable cash, and repayment of capital on any distributions of income to the extent capital is reduced, with interest.

The liability of the General Partner is limited to the extent that the General Partner, and/or the GP Group, acted honestly and in good faith with the Limited Partners. The General Partner and each member of the GP Group are indemnified and saved harmless from the property of the Partnership from and against any and all costs, damages, liabilities, or expenses suffered or incurred, unless resulted from any act or omission of the General Partner or any member of the GP Group, which act or omission constitutes fraud, gross negligence or willful misconduct of the General Partner or any member of the GP Group.

The General Partner may, in its sole discretion, purchase and pay for, out of assets of the Partnership, insurance contracts and policies insuring the assets of the Partnership against all risks of the Partnership. This includes insurance that covers the Partnership, the Limited Partners, the General Partner, and any member of the GP Group against all claims and liabilities of any nature.

Other Activities of the General Partner and Limited Partner

Each of the General Partner, Mortgage Manager, Trust Manager and Limited Partner are permitted to engage in, or hold an interest in, any other business, venture, investment or activity, whether or not similar to, or competitive with, the business of the Partnership.

Units of the Partnership

The interest in the Partnership of the Limited Partners will be divided into and represented by Partnership Units, which shall be issued for a price of $100 per Partnership Unit. Each Limited Partner will have (i) the right to one vote for each Partnership Unit, (ii) the right to allocate taxable income or loss, and (iii) the right to share in distributions of the Partnership.

The General Partner may raise capital for the Partnership by a private offering of Partnership Units and determine all terms and conditions of such offering of Partnership Units. The General Partner is authorized to issue and allocate an unlimited number of Partnership Units on such terms as it, in its sole discretion, deems fit in accordance with the terms of the Limited Partnership Agreement. No subscriptions will be

accepted for fractions of Partnership Units except upon reinvestment, and the General Partner has the right to refuse to accept any subscription for Partnership Units. The General Partner will maintain a registered office for the Partnership, maintain the register of Partnership Units for the Partnership, and maintain all such other records required by law.

Limited Partners will not be entitled to transfer or assign its Partnership Units to any person, except as provided in the Limited Partnership Agreement. The person that acquires the Partnership Units must also deliver to the General Partner: (i) a form of transfer; (ii) a counterpart to the Limited Partnership Agreement; and (iii) all such other documents as the General Partner may consider necessary to effect the transfer and assignment of Partnership Units.

Capital and Other Contributions and Accounts

The General Partner will establish an account on the books of the Partnership for the capital of the General Partner and each of the classes of the capital of the Limited Partners to which respective contributions of capital are credited and to which respective returns of capital are charged. The capital of the Limited Partners will be allocated among the Limited Partners in accordance with the number and class of Partnership Units held by each of the Limited Partners. The General Partner will contribute $100 to the capital of the Partnership in consideration for its entitlements under the Limited Partnership Agreement.

None of the Limited Partners will have any right to withdraw any amount or receive any distribution from the Partnership except as expressly provided for in the Limited Partnership Agreement. No partner of the Partnership will have the right to receive interest on any credit balance of capital or any credit balance in the capital accounts except as expressly provided for in the Limited Partnership Agreement. The interest of a Limited Partner in the Partnership will not terminate by reason of there being a negative or zero balance of capital.

Distributions and Allocations

The General Partner is expressly authorized to deduct from the funds otherwise characterized as distributable cash of the Partnership amounts sufficient to maintain reasonable and adequate working capital and reserves. The General Partner will cause the Partnership to distribute distributable cash on a distribution date; first, as to 99.999% to the Limited Partners in proportion to the number of Partnership Units held by each Limited Partner, and second, as to 0.001% to the General Partner, to a maximum of

$100 per annum.

Management of the Partnership

The General Partner is authorized to carry on the business of the Partnership, with full power and authority, to administer, manage, control and operate the business of the Partnership. The General Partner will have all power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of the Partnership. The General Partner has full power and authority for and on behalf of and in the name of the Partnership:

1.                   to enter into and to perform any agreement in connection with the day-to-day operation of the business of the Partnership, including, without limitation, the Mortgage Administration Agreement, Mortgage Management Agreement, the Mortgage Origination Agreement and the Nominee Agreement;

2.                   to borrow money, or refinance any existing debt on such terms as it, in its sole discretion, considers commercially reasonable, provided that such borrowings shall not exceed 30% of the book value of the Mortgages held in favour of the Partnership;

3.                   to employ all persons necessary for the conduct of business of the Partnership;

4.                   to retain such legal counsel, experts, advisors, or consultants as the General Partner considers appropriate and to rely upon the advice of such persons;

5.                   to open and operate any bank account of the Partnership;

6.                   to pay operating expenses and capital expenditures or other expenses of the Partnership;

7.                   to commence or defend any action or proceeding in connection with the Partnership or the property of the Partnership;

8.                   to file returns required by law by any governmental or like authority; and

9.                   to do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in the Limited Partnership Agreement.

The General Partner may contract, directly or indirectly, with the Mortgage Administrator, Mortgage Manager and Mortgage Originator to carry out any of the duties of the General Partner or may assign its obligations and may delegate to the Mortgage Administrator, Mortgage Manager and Mortgage Originator any power and authority of the General Partner as provided for in the Limited Partnership Agreement.

Partnership Meetings

The General Partner may, at any time, and will upon receipt of a written request from the Limited Partners holding, in the aggregate, not less than 25% of the Partnership Units of any class, call a meeting of the Limited Partners. At least 21 days’ notice will be given prior to any meeting of Limited Partners stating the time and place of the meeting and matters that are the subject of a vote at such meeting. The President, or in his absence, any officer of the General Partner, will be the Chairman of any meeting of Limited Partners. The quorum at any meeting of Limited Partners will be Limited Partners holding in the aggregate, not less than 25% of the Partnership Units. The General Partner and the Mortgage Administrator will not be entitled to vote at any meeting of the Limited Partners.

The following matters must be resolved by an Extraordinary Resolution of the Limited Partners:

1.       amend the Limited Partnership Agreement;

2.       make an election under subsection 98(3) or under any other section or subsection of the ITA and under any analogous provincial legislation in connection with the dissolution of the Partnership;

3.       approve or disapprove the sale or exchange of all or substantially all the property and assets of the Partnership; or

4.       amend or rescind any Extraordinary Resolution.

Change, Resignation, or Removal of the General Partner

The General Partner may resign only upon having provided 20 days’ written notice to all the Limited Partners, and such resignation will be effective upon the earlier of: (i) 30 days after such notice is provided; and (ii) the admission of a new general partner by ordinary resolution of the Limited Partners. The General Partner may not otherwise sell, assign, transfer, or otherwise dispose of its interest in the Partnership. The General Partner will be deemed to resign as the general partner of the Partnership upon bankruptcy, insolvency, dissolution, liquidation, or winding-up of the General Partner. The Limited Partners may also remove the General Partner or substitute another person as a general partner of the Partnership by way of an Extraordinary Resolution, upon a material breach by the General Partner of any of its duties or obligations under the Limited Partnership Agreement, which breach exists for a period of 120 days from the date of receipt of notice to remedy such breach by any Limited Partner.

Dissolution of the Partnership

The Partnership will be dissolved the earliest of: (i) a date specified by the General Partner, which date shall not be less than thirty (30) days following the date on which the General Partner gives notice in writing to each Limited Partner of such dissolution of the Partnership; (ii) the date which is sixty (60) days following the removal of the General Partner, unless a new General Partner is appointed prior to such date; or (iii) the date, as confirmed by the General Partner, upon which all of the property of the Partnership is sold, and the net proceeds realized therefrom have been distributed.

On dissolution of the Partnership, the General Partner will act as the receiver of the Partnership. If the General Partner is unable or unwilling to act as the receiver, the Limited Partners will, by ordinary

resolution, appoint another appropriate person to act as receiver. The receiver will prepare a statement of financial position of the Partnership, which will be reported to the auditor of the Partnership. Upon dissolution the receiver will wind up the affairs of the Partnership and all property of the Partnership will be liquidated in an orderly manner.

The receiver will distribute the net proceeds from liquidation of the Partnership as follows: (i) first, to pay off the expenses of liquidation and the debts and liabilities of the Partnership; (ii) second, to provide reserves which are necessary for any contingent or unforeseen liability or obligation of the Partnership; and

(iii)              third, to the Limited Partners of the Partnership in accordance with the provisions of the Limited Partnership Agreement.

Amendments

The Limited Partnership Agreement may be amended by the General Partner, without notice or consent of the Limited Partners, to reflect the admission, resignation or withdrawal of any Limited Partner, or the assignment by any Limited Partner of the whole or any part of its interest in the Partnership. Unless resolved by Extraordinary Resolution, any amendment will result in a continuation of the Partnership. The General Partner may add covenants, restrictions, or provisions necessary for the protection of the Limited Partners or to cure any ambiguity or to correct or supplement any provision of the Limited Partnership Agreement, without the prior notice or consent of any Limited Partner, if such amendment does not and shall not in any manner adversely affect the interests of any Limited Partner as a Limited Partner.

The Limited Partnership Agreement may also be amended at any time by (i) by the General Partner with the consent of the Limited Partners given by Extraordinary Resolution; or (b) except with respect to a change in the investment objective of the Partnership, the General Partner without the consent of the Limited Partners provided that the Limited Partners are given not less than sixty (60) days’ written notice prior to the effective date of the amendment (together with a copy of the amendment and an explanation of the reasons for the amendment). Each Limited Partner shall prior to the effective date of such amendment be given the opportunity to redeem all of such Limited Partner’s Units.

No amendment may be made which allows any Limited Partner to take part in the management or control of the business of the Partnership or reduces the interest in the Partnership of any Limited Partner or changes the right of any Limited Partner entitled to vote at meetings or changes the Partnership from a limited partnership to a general partnership, or if the amendment adversely affects the rights or interests of the General Partner.

FEES AND EXPENSES

Mortgage Administration Fee

In consideration for the performance of the Administration Services, the Partnership shall pay to the Mortgage Administrator a fee of $1,350 per month.

Mortgage Management Fee

In consideration of the services provided, the Partnership shall compensate the Mortgage Manager by payment of a monthly fee equal to 1/12^th (one twelfth) of 2.00% (plus H.S.T) of the amount of the mortgage receivables of the Partnership as of the last business day of each calendar month (the “Mortgage Management Fee”). The Mortgage Management Fee may be subject to waiver or adjustment in accordance with the terms of the Mortgage Management Agreement, including in order to meet the target distribution yield of the Trust of approximately 8.0% per annum, net of fees.

The Mortgage Manager is also entitled to a performance fee paid by the Partnership to the Mortgage Manager payable in respect of a calendar year in which the net return of the Partnership exceeds 8.0% for such year and is equal to 20% of the aggregate net return of the Partnership for such year which exceeds the 8.0% “hurdle” rate of return.

Mortgage Originator Fee

The Mortgage Originator is entitled to all lender, broker, origination, commitment, renewal, extension, discharge participation, NSF and administration fees (“Lender/Broker Fees”) generated on Mortgage Investments it arranges and presents to the Partnership. Generally, Lender/Broker Fees are in the range of 2–6% of the loan amount although in certain circumstances the amount can be higher. The Lender/Broker Fees are commensurate with fees paid to other entities providing similar services and to the fees charged by the Mortgage Originator for similar services provided to other clients.

Operating Expenses

The Trust is responsible for the payment of all routine and customary fees and expenses incurred relating to the administration and operation of the Trust including, but not limited to: Trustee fees and expenses; management fees; custodian, and safekeeping fees and expenses; registrar and transfer agency fees and expenses; audit, legal and record-keeping fees and expenses; communication expenses; printing and mailing expenses; all costs and expenses associated with the qualification for sale and distribution of the Units including securities filing fees (if any); investor servicing costs; costs of providing information to Unitholders (including proxy solicitation material, financial and other reports) and convening and conducting meetings of Unitholders; taxes, assessments or other governmental charges of all kinds levied against the Trust; interest expenses; and all brokerage commissions and other fees associated with the purchase and sale of portfolio securities and other assets of the Trust. In addition, the Trust will be responsible for the payment of all expenses associated with ongoing investor relations and education relating to the Trust. The Trust Manager will also be reimbursed for any expenses of any action, suit or other proceeding in which or in relation to which the Trust Manager or the Trustee and/or any of their respective officers, directors, employees, consultants or agents (as applicable) is entitled to indemnity by the Trust.