Interpretation

“Administrators” means the Board or such other persons as may be designated by the Board from time to time;

“Affiliate” has the meaning ascribed thereto in Section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions;

“AIP” means the Corporation’s Annual Incentive Plan, as it may be amended or amended and restated from time to time;

“Award” means a grant of Restricted Shares to a Participant under the Plan;

“Award Amount” means the amount determined by the Administrators to be awarded to a Participant under the Corporation’s AIP (with any such amount awarded from and after the date hereof to be in Canadian dollars for Participants resident in Canada and in U.S. dollars for Participants resident in the United States);

“Board” means the Board of Directors of the Corporation;

“Board Change of Control” has the meaning ascribed thereto in Section 7;

“Cause” shall, in respect of a Participant, have the meaning attributed to such term (or the term “Just Cause”) in such Participant’s employment agreement with the Corporation or any of its Subsidiaries (if any) or, in the event such Participant is not a party to a written employment agreement with the Corporation or any of its Subsidiaries, shall mean anything that constitutes just cause for termination of employment at common law;

“Change of Control” means the completion of any of the following occurrences:

the acquisition, directly or indirectly and by any means whatsoever, by any one shareholder, or group of shareholders acting jointly or in concert, of more than 33.33% of the outstanding Shares;

a sale by the Corporation (in one or more transactions) of all or substantially all of its assets to an unrelated third party, or other liquidation or dissolution;

a merger, consolidation, arrangement or other reorganization (collectively, a “Reorganization”) of the Corporation which results in the Corporation’s

shareholders immediately prior to the Reorganization owning less than 50% of the voting shares of the resulting entity after the Reorganization; or

as a result of or in connection with a contested election of directors of the Corporation, the nominees named in the most recent management information circular of the Corporation for election as directors of the Corporation do not constitute 66.67% of the directors of the Corporation,

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time and any successor thereto;

“Corporation” means Tricon Residential Inc. and its successors and assigns;

“Custodian” means any custodian appointed by the Corporation under the Custodian Agreement;

“Custodian Agreement” means any custodian agreement between the Corporation and the Custodian under which (i) the Corporation will fund the purchase of Shares on the open market by the Custodian for use as Restricted Shares hereunder, and (ii) the Custodian will hold Restricted Shares as nominee, and on behalf of, for certain Participants and release Released Shares as such Participants may request after the expiry of the Restrictions applicable to such Shares, as any such agreement may be amended, supplemented or amended and restated from time to time;

“Eligible Participant” means any officer, director or employee of the Corporation or any of its Subsidiaries as determined by the Administrators from time to time;

“Event of Termination” means either an Event of Termination (Accelerated Vesting), Event of Termination (Normal Vesting) or an Event of Termination (Forfeited Vesting);

“Event of Termination (Forfeited Vesting)” means:

the termination of employment with Cause of a Participant with the Corporation or a Subsidiary of the Corporation (excluding, for greater certainty, termination of employment arising from the death of such Participant); or

the voluntary termination of employment of a Participant, resignation or leaving of employment with the Corporation or a Subsidiary of the Corporation (except a resignation for Good Reason or Retirement and

except for the purpose of entering into new employment with the Corporation or a Subsidiary of the Corporation);

“Event of Termination (Accelerated Vesting)” means:

the termination of employment of a Participant with the Corporation or a Subsidiary of the Corporation due to such Participant’s Incapacity to Work;

the termination of employment of a Participant with the Corporation or a Subsidiary of the Corporation on the death of such Participant; or

the termination of employment of a Participant with the Corporation or a Subsidiary of the Corporation:

without Cause; or

upon the Participant’s resignation for Good Reason;

“Event of Termination (Normal Vesting)” means:

the voluntary termination of employment of a Participant upon his or her Retirement; or

a Participant who is a director of the Corporation ceases to be a director of the Corporation;

“Fair Value”, in respect of an Award, means the accounting fair value of a Restricted Share as at the grant date of such Award (denominated in the same currency as the Award), as reasonably determined by the Administrators in good faith, taking into account the Restrictions applicable to the Restricted Shares to be purchased in satisfaction of such Award;

“Good Reason” shall, in respect of a Participant, have the meaning attributed to such term in such Participant’s written employment agreement with the Corporation or any of its Subsidiaries (if any) or, in the event such Participant is not a party to a written employment agreement with the Corporation or any of its Subsidiaries, shall mean any reason that would be considered to amount to constructive dismissal at common law;

“Incapacity to Work” shall, in respect of a Participant, have the meaning attributed to such term in such Participant’s written employment agreement with the Corporation or any of its Subsidiaries (if any) or in the event such Participant is not a party to a written employment agreement with the Corporation or any of its Subsidiaries, shall mean any incapacity or inability by a Participant, including any physical or mental incapacity, disease or affliction of the Participant as determined by a legally qualified medical practitioner or by a court, which has

prevented the Participant from performing the essential duties of his or her position as an officer or employee (taking into account reasonable accommodation by the Corporation) for a continuous period of six (6) months or for any cumulative period of 180 days in any eighteen (18)-consecutive month period;

“Non-Discounted Amount” means, in respect of each Award, an amount of cash equal to the product of (i) the Award Amount multiplied by (ii) a fraction, the numerator of which is the closing price of the Shares on the TSX (with respect to Awards denominated in Canadian dollars) or the NYSE (with respect to Awards denominated in U.S. dollars) on the trading day immediately preceding the date of grant of such Award and the denominator of which is the Fair Value applicable to such Award;

“NYSE” means the New York Stock Exchange;

“Participants” means such Eligible Participants from time to time who are granted Awards pursuant to the Plan;

“Person” includes an individual, partnership, unincorporated association, organization, syndicate, body corporate, joint venture, trust and a trustee, executor, administrator or other legal or personal representative, the Crown and any other entity recognized by law;

“Plan” means this Amended and Restated Restricted Share Plan, as it may be amended from time to time;

“Released Shares” means the unrestricted Shares released and delivered to or at the direction of Participants on request, following the expiry of any applicable Restrictions;

“Restricted Shares” means Shares acquired by the Custodian on the open market, using funds deposited with it by the Corporation;

“Restrictions” means the restrictions applicable to particular Restricted Shares purchased in respect of an Award, as determined by the Administrators in their discretion (and taking into account any relief therefrom which the Administrators may provide in specific circumstances, such as an Event of Termination of a Participant);

“Retirement” means the termination (other than for Cause) or resignation of a Participant from his or her capacity with the Corporation of any of its Subsidiaries at age 65 or older;

“Section 409A of the Code” shall mean Section 409A of the Code, the Treasury Regulations promulgated thereunder as in effect from time to time, and related guidance as may be amended from time to time;

“Shares” means the previously issued common shares in the capital of the Corporation;

“Subsidiary” has the meaning ascribed thereto in the Securities Act (Ontario); and

“TSX” means the Toronto Stock Exchange.

Purpose

Administration of the Plan

adopt policies, rules and regulations and prescribe forms and procedures for implementing the Plan;

determine the eligibility of Persons to participate in the Plan, which Eligible Participants shall be Participants, when Awards to Eligible Participants shall be granted, the Award Amount to be granted to each Participant and the Restrictions applicable to any Restricted Shares held by the Custodian for the benefit of a Participant hereunder;

interpret and construe the provisions of the Plan;

subject to regulatory requirements, make exceptions to the Plan in circumstances which they determine to be exceptional;

engage the Custodian;

engage a third party administrator to perform some or all of the administrative duties of the Administrators under the Plan; and

take such other steps as they determine to be necessary or desirable to give effect to the Plan.

Award Agreement

Grant of Awards

Subject to the terms of the Plan, the Administrators may, from time to time, grant Awards to Participants in such amounts and on such terms that the Administrators, in their absolute discretion, determine.

The Corporation shall provide to the Custodian an amount of cash equal to the Non-Discounted Amount for such Award with instructions to the Custodian to use all of such funds to purchase Shares on the open market, at such prices as the Custodian determines in its reasonable discretion. In satisfaction of any Award granted hereunder, all such Shares shall be (i) held as Restricted Shares by the Custodian as nominee (and not in trust) for certain Participants for holding on behalf of the Participant in accordance with the Custodian Agreement and the terms of this Plan and (ii) subject to forfeiture in accordance with the Restrictions applicable to such Restricted Shares.

Concurrent with the determination to grant an Award to a Participant, the Administrators shall determine the Restrictions applicable to the Restricted Shares relating to such Award and document them in the Award confirmation provided to the Participant.

For greater certainty, Restricted Shares held as nominee and on behalf of a Participant shall be beneficially owned by such Participant upon and following the Custodian’s acquisition of such Restricted Shares as nominee hereunder, subject to the applicable Restrictions.

Release of Restricted Shares

Change of Control

Acceleration on Transaction with Third Party

Award Confirmation

Effect of Termination on Participation in the Plan

Upon the occurrence of an Event of Termination (Accelerated Vesting) that occurs prior to the expiry of the Restrictions applicable to the Restricted Shares held by the Custodian on behalf of the terminated Participant, the Custodian will release or dispose of such Shares on behalf of the Participant as directed in writing by the Participant.

Upon the occurrence of an Event of Termination (Forfeited Vesting) that occurs prior to the expiry of the Restrictions applicable to Restricted Shares held by the Custodian on behalf of a terminated Participant, those Restricted Shares for which Restrictions remain unfulfilled will be forfeited by such Participant and transferred by the Custodian to or at the direction of the Corporation for no consideration and the Participant will execute and deliver all such instruments and documents as the Corporation may request to effect such transfer.

Upon the occurrence of an Event of Termination (Normal Vesting) that occurs prior to the expiry of the Restrictions applicable to Restricted Shares held by the Custodian on behalf of a terminated Participant, those Restricted Shares for which Restrictions remain unfulfilled will continue to be held by the Custodian as nominee and on behalf of such Participant and be subject to such Restrictions and to the terms of this Plan.

If Restricted Shares are forfeited and transferred to the Corporation under Section 10(b), the Restricted Shares shall be deemed to have been donated to the Corporation by the applicable Participant for no consideration and, at the election of the Administrators, (i) be returned to treasury for cancellation, (ii) be re-directed by the Corporation to the Custodian to satisfy other Awards granted to Participants under this Plan, or (iii) be sold by the Custodian in the open market, with the proceeds of such sale being returned to, or transferred at the direction of, the Corporation.

Payment of Dividends

Voting

Withholding Taxes

No Representation or Warranty

Transferability

Amendments to the Plan

Termination of Plan

Compliance with Statutes, Regulations and Policies

The administration of the Plan shall be subject to and performed in conformity with all applicable laws, regulations, orders of governmental or regulatory authorities and the requirements of any stock exchange on which the Shares are listed. Each Participant shall comply with all such laws, regulations, rules, orders

and requirements, and shall furnish the Corporation with any and all information and undertakings, as may be required to ensure compliance therewith.

The Corporation intends that the Plan and all Restricted Shares be construed to avoid the imposition of additional taxes, interest, and penalties pursuant to Section 409A of the Code to the extent applicable. Notwithstanding the Corporation’s intention, in the event any Restricted Share is subject to such additional taxes, interest or penalties pursuant to Section 409A of the Code, the Administrators may, in their sole discretion and without a Participant’s prior consent, amend the Plan (subject to Section 16), adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (i) exempt the Plan and/or any Restricted Share from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any such Restricted Share, or (iii) comply with the requirements of Section 409A of the Code, including without limitation any such regulations, guidance, compliance programs, and other interpretative authority that may be issued after the date of the grant. In no event shall the Corporation or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

Right to Employment

Successor Corporation

Governing Law

Incentive Compensation Clawback Policy

Note to draft: This should reflect the discounted value.

IN WITNESS WHEREOF

Witness

Participant

TO:

(the “Participant”)

the Restricted Shares shall vest on _______________________.

[insert additional applicable Restrictions, if any]

Note to draft: This should reflect the discounted value.