You are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”), to be held on   , 2026, at   , Pacific Time. The Special Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/PKST2026SM. You will not be able to attend the Special Meeting in person.

The board of trustees of the Company (the “Board”) has approved an Agreement and Plan of Merger, dated as of February 2, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, PKST OP, L.P., a Delaware limited partnership and a subsidiary of the Company (the “Operating Partnership”), BSREP V Neon Pooling REIT L.P., BSREP V Neon Pooling Non-REIT L.P. and BSREP V Brookfield Neon Sub L.P., each a Delaware limited partnership (collectively, “Parent”), Neon REIT Merger Sub LLC, a Delaware limited liability company and an indirect subsidiary of Parent (“REIT Merger Sub”), and Neon OP Merger Sub LLC, a Delaware limited liability company and a subsidiary of Parent (“Operating Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, (i) Operating Merger Sub will be merged with and into the Operating Partnership, with the Operating Partnership surviving the merger (the “Surviving Partnership” and such merger, the “Partnership Merger”), and (ii) immediately following the consummation of the Partnership Merger, REIT Merger Sub will be merged with and into the Company, with the Company surviving the merger (the “Surviving Entity” and such merger, the “Company Merger” and, together with the Partnership Merger, the “Mergers”). Upon completion of the Mergers, the Surviving Entity and the Surviving Partnership will be controlled by Parent.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Mergers (the “Advisory Merger-Related Compensation Proposal”) and (iii) a proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

If the Company Merger is completed, you, as a holder of common shares of beneficial interest, par value $0.001 per share, of the Company (each, a “Company Common Share”), will be entitled to receive $21.00 in cash, without interest, subject to certain adjustments as further described in the enclosed proxy statement, in exchange for each Company Common Share you own as of immediately prior to the effective time of the Company Merger, as more fully described in the enclosed proxy statement.

Our Board has unanimously (i) determined and declared that the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its shareholders, (ii) duly authorized, approved and declared advisable the execution, delivery and performance of the Merger Agreement, and the consummation of the Company Merger and the other transactions contemplated by the Merger Agreement, (iii) directed that the approval of the Company Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Shares at the Special Meeting and (iv) recommended that the Company’s shareholders vote in favor of the Merger Proposal. The Board recommends that you vote “FOR” the approval of the Merger Proposal (Proposal 1 below), which approval is necessary to complete the Company Merger, “FOR” the Advisory Merger-Related Compensation Proposal (Proposal 2 below) and “FOR” the Adjournment Proposal (Proposal 3 below).

The Merger Proposal must be approved by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. The Notice of Special Meeting and proxy statement accompanying this letter provide you with more specific information concerning the Special Meeting, the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement. The Company encourages you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about the Company from it or from documents filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of Company Common Shares that you own. Whether or not you plan to attend the virtual Special Meeting, the Company requests that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the Special Meeting, you will be able to personally vote even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will have the same effect as a vote “AGAINST” approval of the Merger Proposal.

On behalf of the Board, thank you for your continued support.

This proxy statement is dated,    2026 and, together with the enclosed proxy card, is first being mailed to our shareholders on or about,    2026.

NOTICE IS HEREBY GIVEN that the special meeting of shareholders (including any adjournment or postponement thereof, the “Special Meeting”) of Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”), will be held on    , 2026, at   , Pacific Time, virtually via live webcast, at www.virtualshareholdermeeting.com/PKST2026SM, for the following purposes:

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to the Company’s Second Amended and Restated Bylaws, only the matters set forth in this Notice of Special Meeting may be brought before the Special Meeting. The board of trustees of the Company (the “Board”) has fixed the close of business on   , 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. The Company knows of no other matters to come before the Special Meeting. Only shareholders of record of common shares of beneficial interest, par value $0.001 per share, of the Company (each, a “Company Common Share”), at the close of business on   , 2026, are entitled to notice of and to vote at the Special Meeting or at any postponements or adjournments thereof. On or around   , 2026, the Company intends to commence mailing of this Notice to all shareholders entitled to vote at the Special Meeting.

The Board unanimously approved the Merger Agreement and determined and declared the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Company Merger, to be advisable and in the best interests of the Company and its shareholders. The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal.

The Merger Proposal must be approved by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Accordingly, your vote is very important regardless of the number of Company Common Shares that you own. Whether or not you plan to virtually attend the Special Meeting, the Company requests that you authorize a proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you virtually attend the Special Meeting, you will be able to personally vote at the Special Meeting even if you have previously submitted your proxy, as your proxy is revocable at your option, but you may also continue to have your shares voted as instructed in your proxy, as your attendance alone will not revoke any proxy that you have previously given. If you fail to authorize a proxy to vote your shares or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the Company Common Shares that you own will not be counted for purposes of determining whether a quorum is present at the Special Meeting. A failure to authorize a proxy to vote your shares, failure to personally vote at the Special Meeting, or failure to instruct your broker, bank or other nominee on how to vote will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions will have the same effect as voting “AGAINST” the Merger Proposal. The approval of the Advisory Merger-Related Compensation Proposal and the approval of the Adjournment Proposal require the affirmative vote of a majority of the votes cast on each such proposal. If you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal or the Adjournment Proposal. Abstentions, while present for purposes of determining the presence of a quorum, are not considered votes cast and therefore will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal and the Adjournment Proposal.

Any proxy may be revoked at any time prior to its exercise by authorizing a proxy to vote again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on   , 2026, signing and returning another proxy card with a later date, provided the Company receives the updated proxy card before the date of the Special Meeting, or personally voting at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke a previously authorized proxy.

The Company encourages you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your Company Common Shares will be represented and voted even if you do not attend the Special Meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call the Company’s proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 717-3930.

Regardless of the number of Company Common Shares you hold, as a shareholder your role is very important, and the Board strongly encourages you to exercise your right to vote.

The following questions and answers briefly address some questions you may have regarding the Special Meeting and the proposed Mergers. These questions and answers may not address all questions that may be important to you as a shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, as well as the additional documents to which it refers or which it incorporates by reference, including the Merger Agreement, a copy of which is attached to this proxy statement as Annex A.

If your broker holds your shares, you should also contact your broker for additional information.

This proxy statement and the documents that the Company incorporates by reference herein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act). Also, documents the Company subsequently files with the SEC and incorporates by reference may contain forward-looking statements. These forward-looking statements include, among others, statements about the expected benefits of the Mergers, the expected timing and completion of the Mergers and the future business, performance and opportunities of the Company. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and the Company may not be able to realize them. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). Forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should,” “will,” “predicted,” “likely,” or similar words or phrases intended to identify information that is not historical in nature. Forward-looking statements are based on expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, without limitation:

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. For a further discussion of these and other factors that could impact the Company’s future results, performance or transactions, see the section entitled “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s other filings with the SEC, including any subsequent reports on Form 10-Q and Current Reports on Form 8-K.

The Company is asking its shareholders to vote on the Merger Proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

For detailed information regarding the Merger Proposal, see the information about the Company Merger, the Merger Agreement and the other transactions contemplated thereby throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Mergers” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Approval of the Merger Proposal requires the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 1, your shares will be voted in accordance with the recommendation of the Board, which is “FOR” this Proposal 1. Because the required vote for the Merger Proposal is based on the number of votes the Company’s shareholders are entitled to cast rather than on the number of votes cast, if you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have the same effect as voting “AGAINST” the Merger Proposal.

Shareholder approval of the Merger Proposal is a condition to the completion of the Company Merger and the other transactions contemplated by the Merger Agreement. In the event the Merger Proposal does not receive shareholder approval, the Company Merger and the other transactions contemplated by the Merger Agreement cannot be completed.

THE BOARD RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14-a21 (c) under the Exchange Act, the Company is required to submit the Advisory Merger-Related Compensation Proposal to our shareholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by the Company and its subsidiaries to its named executive officers that are based on or otherwise relate to the Mergers. This proposal, commonly known as a “say on golden parachute” proposal, gives shareholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by the Company and its subsidiaries to its named executive officers that are based on or otherwise relate to the Mergers. Information intended to comply with Item 402(t) of Regulation S-K concerning this compensation, subject to certain assumptions described therein, is presented in the section of this proxy statement captioned “The Mergers—Interests of the Company’s Trustees and Executive Officers in the Mergers.”

The Company is asking its shareholders to vote “FOR” the following resolution:

“RESOLVED, that Peakstone Realty Trust shareholders approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Peakstone Realty Trust that is based on or otherwise relates to the Mergers, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Mergers-Interests of the Company’s Trustees and Executive Officers in the Mergers”.”

Approval and adoption of the above resolution, on a non-binding, advisory basis, requires the affirmative vote of a majority of the votes cast on the Advisory Merger-Related Compensation Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 2, your shares will be voted in accordance with the recommendation of the Board, which is “FOR” this Proposal 2. If you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the Advisory Merger-Related Compensation Proposal (assuming a quorum is present).

Shareholder approval of the Advisory Merger-Related Compensation Proposal is not a condition to the completion of the Company Merger and the other transactions contemplated by the Merger Agreement. The vote on the Advisory Merger-Related Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Accordingly, you may vote to approve the Merger Proposal and vote against or abstain with respect to the Advisory Merger-Related Compensation Proposal and vice versa. Because the vote on the Advisory Merger-Related Compensation Proposal is advisory only, it will not be binding on either the Company or Parent or their respective affiliates. Accordingly, if the Merger Proposal is approved and the Company Merger is completed, the compensation that is contractually required to be paid will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the Company’s shareholders on the Advisory Merger-Related Compensation Proposal.

THE BOARD RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE ADVISORY MERGER-RELATED COMPENSATION PROPOSAL.

The Company is asking its shareholders to vote on the Adjournment Proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Proposal 3, your shares will be voted in accordance with the recommendation of the Board, which is “FOR” this Proposal 3. If you abstain from voting, fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker, bank or other nominee on how to vote, such abstention or failure to vote will have no effect on the outcome of the Adjournment Proposal (assuming a quorum is present).

Shareholder approval of the Adjournment Proposal is not a condition to the completion of the Company Merger and the other transactions contemplated by the Merger Agreement.

THE BOARD RECOMMENDS THAT THE COMPANY’S SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Peakstone Realty Trust (the “Company” or “Peakstone”) is an industrial real estate investment trust (“REIT”) within the meaning of Sections 856-860 of the Code (defined below), with a strategic focus on growth in the industrial outdoor storage (“IOS”) sector.

PKST OP, L.P., the Company’s operating partnership (the “Operating Partnership”), owns, directly and indirectly, all of the Company’s assets. As of December 31, 2025, the Company owned, directly and indirectly through a wholly-owned subsidiary, approximately 93.2% of the outstanding common units of limited partnership interest in the Operating Partnership (“Operating Partnership Common Units”).

As of December 31, 2025, our portfolio consisted of 76 industrial properties within one reportable segment. The portfolio included 60 IOS properties and 16 Traditional Industrial properties. IOS properties have a low building-to-land coverage ratio, maximizing yard space for the display, movement and storage of materials and equipment. “Traditional Industrial” properties include distribution, warehouse, and light manufacturing facilities. Of the 76 properties in our portfolio, 72 were operating properties and four were designated for redevelopment or repositioning.

The Company is a Maryland real estate investment trust with corporate headquarters located in El Segundo, California. The Company’s website is www.pkst.com. The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document the Company files with or furnishes to the SEC. The Company Common Shares are listed on the NYSE under the ticker symbol “PKST.” For additional information about the Company and the Company’s business, please refer to the section of this proxy statement captioned “Where You Can Find Additional Information.”

The Company and the Operating Partnership are at times referred to in this proxy statement together, as the “Company Parties.”

BSREP V Neon Pooling REIT L.P., BSREP V Neon Pooling Non-REIT L.P. and BSREP V Brookfield Neon Sub L.P., each a Delaware limited partnership (collectively, “Parent”), are affiliates of private real estate funds managed by affiliates of Brookfield Asset Management Ltd. (“Brookfield”) and were formed solely for the purpose of acquiring the Company. Neon REIT Merger Sub LLC, a Delaware limited liability company (“REIT Merger Sub”), and Neon OP Merger Sub LLC, a Delaware limited liability company (“Operating Merger Sub”), are wholly owned subsidiaries of Parent and were formed solely for the purpose of facilitating Parent’s acquisition of the Company. None of Parent, REIT Merger Sub or Operating Merger Sub have carried on any activities to date, except for activities incidental to formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Parent, Operating Merger Sub and REIT Merger Sub are at times referred to in this proxy statement together, as the “Parent Parties.”

Your proxy is solicited on behalf of the Board for exercise at the Special Meeting to be held on    , 2026, at    , Pacific Time, virtually at www.virtualshareholdermeeting.com/PKST2026SM, or at any postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Special Meeting. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the Special Meeting.

The purpose of the Special Meeting is for you to consider and vote on the following matters:

Pursuant to the Bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting. The affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal is required to approve the Merger Proposal and for the Company Merger to occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which the Company encourages you to read carefully in its entirety.

The Special Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. No physical meeting will be held. You will be able to attend the Special Meeting online by visiting www.virtualshareholdermeeting.com/PKST2026SM. You will be able to vote your shares online by attending the Special Meeting by webcast if you are a shareholder of record or obtain a legal proxy from your bank, broker or other nominee.

To participate in the Special Meeting, you will need to review the information included on your proxy card or the instructions that accompanied your proxy materials. You will need to enter your control number printed on your proxy card to participate in the Special Meeting.

The Special Meeting will begin promptly at    , Pacific Time. You are encouraged to access the meeting prior to the start time. If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform at    .

Record holders of outstanding Company Common Shares as of the close of business on    , 2026, the Record Date for the Special Meeting, are entitled to vote at the Special Meeting on all matters to be voted upon. As of the Record Date, there were     Company Common Shares outstanding. On each matter presented to the Company’s shareholders for vote at the Special Meeting, the holders of Company Common Shares are entitled to one vote per share held as of the Record Date.

A quorum will be established for purposes of the Special Meeting if shareholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on any matter are present, either virtually or by proxy.

Completion of the Company Merger requires approval of the Merger Proposal by the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal. Each shareholder is entitled to cast one vote on each matter presented at the Special Meeting for each Company Common Share owned by such shareholder on the Record Date. Because the required vote for the Merger Proposal is based on the number of votes holders of Company Common Shares are entitled to cast rather than

on the number of votes cast, if you fail to authorize a proxy to vote your shares or fail to vote online during the virtual Special Meeting, or fail to instruct your broker on how to vote, such failure will have the same effect as voting “AGAINST” the Merger Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of the Advisory Merger-Related Compensation Proposal and the approval of the Adjournment Proposal each requires the affirmative vote of a majority of the votes cast on such proposal. Approval of either or both of these proposals is not a condition to completion of the Company Merger. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares, fail to personally vote at the Special Meeting, or fail to instruct your broker on how to vote, it will not have any effect on the outcome of such proposals, assuming a quorum is otherwise present at the meeting. Abstentions, while present for purposes of determining presence of a quorum, are not considered votes cast and therefore will have no other effect on the outcome of these two proposals.

In order for your Company Common Shares to be voted, if you are a shareholder of record, you must either return the enclosed proxy card, authorize your proxy or voting instructions by telephone or through the Internet or personally vote at the Special Meeting.

As of the Record Date, the Company’s trustees and executive officers beneficially owned and are entitled to vote an aggregate of approximately     of the outstanding Company Common Shares, entitling them to exercise approximately    % of the voting power of Company Common Shares entitled to vote at the Special Meeting.

Votes cast by proxy or virtually at the Special Meeting will be counted by the person appointed by the Company to act as inspector of election for the Special Meeting. The inspector of election will also determine the number of Company Common Shares represented at the Special Meeting, virtually or by proxy.

The Board is soliciting proxies for the Special Meeting from the Company’s shareholders. The Company will bear the entire cost of soliciting proxies from its shareholders. The Company has retained the services of Innisfree to assist with the solicitation of proxies in connection with the Special Meeting, and it will pay Innisfree $50,000, plus, subject to certain exceptions and at the Company’s sole discretion, a success fee of up to 50% conditioned on the Closing, as well as certain additional per-service fees and reimbursement of reasonable fees and expenses for these services. In addition to the solicitation of proxies by delivery of the proxy statement by mail, the Company will request that brokers, banks and other nominees that hold Company Common Shares, which are beneficially owned by its shareholders, send proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. The Company may also use several of its regular employees, who will not be specially compensated, to solicit proxies from its shareholders, either personally or by telephone, Internet, facsimile or special delivery letter.

You may vote by attending the Special Meeting and personally voting, or you may vote by authorizing a proxy to vote on your behalf. The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If you hold your Company Common Shares as a record holder and you are reviewing a paper copy of this proxy statement, you may authorize a proxy to vote your shares by completing, dating and signing the proxy card that was included with the proxy statement and promptly returning it, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card.

If you hold your Company Common Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to authorize your vote by telephone. In addition, you may request paper copies of the proxy statement and proxy card from your broker, bank or other nominee by following the instructions on the notice provided by your broker, bank or other nominee.

All of the proposals in this proxy statement are non-routine matters, so brokers, banks and other nominees will not have authority to vote on any proposals unless instructed, and the Company does not expect there to be any broker non-votes at the Special Meeting. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Accordingly, if you own Company Common Shares through a broker, bank or other nominee (i.e., in “street name”), you must provide voting instructions in accordance

with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. You should instruct your broker, bank or other nominee as to how to vote your Company Common Shares following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your Company Common Shares. If you hold your Company Common Shares through a broker, bank or other nominee and wish to personally vote at the Special Meeting, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days). Because the Merger Proposal requires the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on the Merger Proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the Merger Proposal. Because the approval of each of (i) the Advisory Merger-Related Compensation Proposal and (ii) the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal, and because your bank, broker or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of either proposal, assuming a quorum is otherwise present.

If you authorize a proxy to vote your shares through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you authorize a proxy to vote your shares by Internet or telephone, then you need not return a written proxy card by mail.

YOUR VOTE IS VERY IMPORTANT. Regardless of whether you plan to attend the Special Meeting, the Company requests that you authorize a proxy for your Company Common Shares as described above as promptly as possible. If you properly give your proxy and submit it to the Company in time to vote, one of the individuals named as your proxy will vote your shares as described below.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows: “FOR” the Merger Proposal, as described in this proxy statement, “FOR” the Advisory Merger-Related Compensation Proposal, and “FOR” the Adjournment Proposal. This proxy gives each of Michael J. Escalante, Javier F. Bitar and Nina Momtazee Sitzer discretionary authority to vote your shares in accordance with his or her discretion with respect to all additional matters that might come before the Special Meeting.

If you authorize a proxy, your Company Common Shares will be voted at the Special Meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your Company Common Shares will be voted in accordance with the recommendations of the Board. The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Merger-Related Compensation Proposal and “FOR” the Adjournment Proposal.

If you are a shareholder of record, you may revoke your proxy at any time before your proxy is voted at the Special Meeting by taking any of the following actions:

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See above regarding how to personally vote at the Special Meeting if your shares are held in “street name.”

Pursuant to the Bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

The Company’s proxy materials, including this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are available online at the Company’s website at www.pkst.com. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if the holders of a sufficient number of Company Common Shares are not present at the Special Meeting, virtually or by proxy, to constitute a quorum or if the Company believes it is reasonably likely that the Merger Proposal will not be approved at the Special Meeting when convened on    , 2026, or when convened or reconvened following any postponement or adjournment. Pursuant to the Bylaws, the chairman of the meeting, acting in his or her own discretion and without any action by our shareholders, may adjourn the Special Meeting (whether or not a quorum is present) to a later date and time and at a place announced at the Special Meeting. The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting unless the adjournment is for more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the Special Meeting (subject to certain restrictions in the Merger Agreement, including that the Company shall consult with Parent in advance of such adjournment).

In addition, at any time prior to convening the Special Meeting, the Company may postpone the Special Meeting for any reason without the approval of its shareholders to a date not more than 120 days after the original record date without setting a new record date (subject to the restrictions in the Merger Agreement described above).

If you plan to attend the virtual Special Meeting and wish to vote online, you will need the control number included on your proxy card or on the instructions that accompany your proxy materials. Please note, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the virtual Special Meeting, you must have a legal proxy from the record holder of the shares, which is the broker, bank or other nominee, authorizing you to vote at the Special Meeting.

Pursuant to the Merger Agreement and in accordance with the DRULPA and DLLCA, at the Partnership Merger Effective Time, Operating Merger Sub will merge with and into the Operating Partnership, and the separate existence of Operating Merger Sub will cease, with the Operating Partnership surviving the Partnership Merger.

Pursuant to the Merger Agreement and in accordance with the MRL and the DLLCA, at the Company Merger Effective Time, REIT Merger Sub will merge with and into the Company, and the separate existence of REIT Merger Sub will cease, with the Company surviving the Company Merger.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation and correspondence among representatives of the Company, potential buyers and their respective affiliates or advisors. All dates and times referred to in the following chronology are Eastern Time unless otherwise indicated.

In the ordinary course of business, the Board and Company management regularly evaluate a range of financial and strategic opportunities aimed at enhancing shareholder value. In connection with these evaluations, the Board and Company management have regularly considered options that could inform the Company’s long-term strategies, such as raising capital, potential acquisitions or other investments in industrial assets, disposing of certain Company assets, pursuing joint ventures, implementing share repurchases, and exploring other transactions that could complement or expand the Company’s operations on a stand-alone basis or otherwise. The Company also routinely engages in ordinary course discussions with significant investors and market participants concerning publicly available information about the Company, including the Company’s business and future plans.

Since the Company’s listing on the NYSE through 2025, the Company has been contacted by various shareholders, including several shareholders with a history of activist behavior and a shareholder referred to herein as “Shareholder Party A”, to discuss publicly available information about the Company, including the Company’s business and future plans. Company management engaged in such discussions, and, during those discussions, certain of the shareholders, including Shareholder Party A, expressed their independent respective views regarding the Company’s strategy, including suggestions regarding the Company’s potential strategic alternatives and the composition of the Board. However, during the course of those discussions, no such party submitted to the Company a strategic proposal to acquire all or a portion of the Company, nor did any such party agree to sign a confidentiality agreement with the Company to discuss nonpublic information, except as described below.

Prior to December 2025, representatives of Company management and representatives of Parent met on several occasions to discuss the Company’s business and potential opportunities for the Company and Parent to do business with one another, although during those discussions, the parties did not discuss a potential acquisition of the Company.

On September 10, 2025, representatives of Company management met with representatives of Shareholder Party A, at Shareholder Party A’s request, at the BofA Securities 2025 Global Real Estate Conference. During that meeting, the representatives of Shareholder Party A indicated that Shareholder Party A might be interested in a variety of ways to engage with the Company, including participating in a capital raising transaction for the Company or in a potential acquisition of the Company, although no proposed terms were shared at that time.

On September 18, 2025, the Board met telephonically, with representatives of Company management, Latham & Watkins LLP, the Company’s outside corporate, securities and M&A counsel (“Latham”) and BofA Securities, Inc., the Company’s existing financial advisor (“BofA Securities”) attending, to discuss the progress being made regarding the Company’s planned disposition of all of its office assets by December 2025, the current prospects of the Company as a stand-alone company, and Company management’s recent discussions with Shareholder Party A and other activist shareholders. The Board also reviewed with Company management and its advisors various potential activism tactics and strategies, and the Company’s potential responses thereto. During those discussions, the Board noted that the Company’s trustee nomination window was open between November 12, 2025 and December 12, 2025. Following discussion, the Board directed Company management to continue its engagement with the various activist shareholders.

From September 2025 to November 2025, the Company continued to engage with the various activist shareholders and Shareholder Party A, and held meetings with several of the shareholders to understand their perspectives on the Company, although no party submitted a proposal with respect to any transaction during that time.

In mid-November 2025, in connection with representatives of Company management seeking to schedule a potential meeting with representatives of Shareholder Party A, Shareholder Party A requested that Company management share a copy of the Company’s form of trustee and officer questionnaire. The Company promptly provided Shareholder Party A with a copy of the requested form questionnaire on November 17, 2025.

In late November 2025, in connection with a scheduled December 2, 2025 meeting with Shareholder Party A, representatives of Company management proposed entering into a confidentiality agreement with Shareholder Party A containing customary standstill provisions, to enable the Company to share further information at the December 2 meeting. Representatives of Shareholder Party A declined the proposal.

On December 2, 2025, members of Company management met with representatives of Shareholder Party A, at which time the representatives of Shareholder Party A indicated that Shareholder Party A intended to submit a proposal to acquire all of the outstanding Company Common Shares, and also that Shareholder Party A might also seek to submit trustee nominees prior to the closing of the trustee nomination window.

Separately, on December 2, 2025, at the request of Parent, members of Company management and representatives of BofA Securities met with representatives of Parent to discuss the Company’s business and operations. During such meeting, representatives of Parent verbally indicated an interest in potentially acquiring all of the outstanding Company Common Shares, and stated that Parent was open to engaging in friendly negotiations with the Board if the Board was prepared to do so.

That evening, Shareholder Party A submitted to the Company a non-binding indication of interest for an acquisition of all of the outstanding Company Common Shares for a purchase price of $17.00 per share in cash (the “December 2 Shareholder Party A Proposal”). The December 2 Shareholder Party A Proposal further included a highly confident letter from a potential debt financing source regarding the acquisition financing for the proposal, and indicated a willingness to include a 30-day go-shop period in the definitive agreement so long as the Company’s negotiations with Shareholder Party A were exclusive. As of the date of the December 2 Shareholder Party A Proposal, the closing share price of the Company Common Shares was $13.75.

On December 3, 2025, the Board met telephonically, with representatives of Company management, BofA Securities, Latham, and Sullivan & Cromwell LLP, the Company’s outside shareholder activism counsel (“Sullivan & Cromwell”), attending, to review the December 2 Shareholder Party A Proposal and the recent communications with Shareholder Party A and Parent. During this meeting, the Board discussed with Company management and its advisors the terms of the December 2 Shareholder Party A Proposal, certain preliminary financial analyses related thereto prepared by BofA Securities at the direction of the Board, the potential strategic alternatives available to the Company (including continuing as a stand-alone company or engaging in a more expansive strategic review process), Parent’s potential interest in submitting a proposal to acquire all of the outstanding Company Common Shares, and the potential benefits and drawbacks of various potential responses to the December 2 Shareholder Party A Proposal. Following these discussions, the Board instructed BofA Securities to inform Shareholder Party A that the Board viewed the price reflected in the December 2 Shareholder Party A Proposal to be inadequate to grant exclusivity, but that the Board remained open to engaging in further discussions with Shareholder Party A, including in respect of a potential sale transaction, and to encourage Shareholder Party A to sign a confidentiality agreement with customary standstill provisions with the Company to facilitate those further discussions. The Board also instructed Company management and its advisors to seek additional information about Parent’s potential interest in submitting an acquisition proposal. The Board also discussed engaging BofA Securities as the Company’s financial advisor with respect to a potential sale transaction for the Company, and directed Company management to negotiate an engagement letter to formalize such engagement.

On December 5, 2025, representatives of Parent again contacted representatives of BofA Securities to reiterate their willingness to engage in discussions regarding a potential negotiated sale transaction.

On December 7, 2025, the Board met telephonically, with representatives of Company management, BofA Securities, Latham and Sullivan & Cromwell attending, to discuss the recent communications with Parent and to review the terms of the draft confidentiality agreement proposed to be entered into with Shareholder Party A, including the terms of the standstill provisions thereof. The Board discussed with Company management and its advisors the

potential outcomes of negotiations related to the confidentiality agreement, including the potential submission of trustee nominees by Shareholder Party A in the event the parties were unable to agree on the terms of the confidentiality agreement prior to the expiration of the Company’s nomination window on December 12, 2025. Following these discussions, the Board directed Company management and its advisors to seek to negotiate the confidentiality agreement with Shareholder Party A, reflecting a one-year standstill provision, subject to customary “fall-away” rights. The Board also instructed representatives of BofA Securities to remain in contact with Parent regarding submitting a proposal to acquire the Company for the Board’s consideration.

On December 8, 2025, representatives of Latham delivered to Shareholder Party A’s counsel a proposed draft confidentiality agreement, which included a one-year standstill provision, subject to customary “fall-away” rights.

From December 8, 2025 to December 11, 2025, representatives of Latham negotiated the terms of the confidentiality agreement with Shareholder Party A’s counsel, during which time representatives of Shareholder Party A indicated that Shareholder Party A was unwilling to enter into any standstill provision with a term in excess of 45 days, and that it would only be prepared to enter into such an arrangement if Shareholder Party A was able to preserve its rights to nominate its own slate of trustees at the Company’s next annual meeting.

On December 9, 2025, at the direction of the Board, representatives of BofA Securities contacted representatives of Parent to inquire as to whether Parent remained interested in submitting a proposal to acquire the Company based on publicly available information for the Board’s consideration. The representatives of Parent indicated that they expected to do so in the coming days.

On December 11, 2025, the Board met telephonically, with representatives of Company management, BofA Securities, Latham and Sullivan & Cromwell attending, to review the status of negotiations regarding the confidentiality agreement with Shareholder Party A and the remaining open issues with respect thereto. The Board discussed with Company management and its advisors the potential responses to Shareholder Party A’s positions, including the potential benefits and drawbacks of executing a confidentiality agreement with Shareholder Party A, the potential submission of trustee nominees by Shareholder Party A, the value of having a standstill in place that provided adequate time to allow the Company to evaluate its options without forcing public disclosure, and the potential options to address Shareholder Party A’s concerns regarding preserving its nomination rights. Following these discussions, the Board authorized Company management and its advisors to agree to offer to preserve Shareholder Party A’s right to nominate trustees by agreeing to schedule the Company’s annual shareholders meeting so that the trustee nomination window would be subsequently reopened prior to the next annual meeting, provided that Shareholder Party A agreed to no less than a two-month standstill.

Promptly following the meeting, representatives of Latham delivered to Shareholder Party A’s counsel a revised draft of the confidentiality agreement, reflecting the terms authorized by the Board.

On December 12, 2025, counsel for Shareholder Party A indicated that they were not prepared to accept a two-month standstill, and later that day, Shareholder Party A submitted to representatives of Company management a written notice proposing to nominate four trustees at the Company’s next annual meeting of shareholders. In that notice, Shareholder Party A indicated that it would withdraw the notice if the parties were able to execute a mutually agreeable confidentiality agreement to facilitate continued private negotiations.

Thereafter, on December 12, 2025, representatives of BofA Securities, acting at the direction of the Board, and representatives of Shareholder Party A held a call regarding the terms of the confidentiality agreement, and, on December 14, 2025, counsel for Shareholder Party A contacted Latham to express Shareholder Party A’s willingness to accept the terms of a confidentiality agreement with the Company containing a two-month standstill period. Later that day, the parties entered into a confidentiality agreement containing a two-month standstill period and a withdrawal of Shareholder Party A’s nomination notice.

On December 15, 2025, representatives of Company management received a non-binding indication of interest from Parent, proposing to acquire all of the outstanding Company Common Shares at a price of $20.50 per share in cash (the “December 15 Parent Proposal”). The December 15 Parent Proposal stated that the offer would expire on December 19, 2025 and indicated an ability to enter into a definitive transaction agreement by the end of January assuming entry into an exclusivity agreement for that period. On December 15, 2025, the closing share price of the Company Common Shares was $14.22.

On December 15, 2025, BofA Securities provided to Latham and the Board certain relationship disclosures, as of December 15, 2025, which included disclosure of certain relationships between BofA Securities and its affiliates, on the one hand, and the Company, Shareholder Party A, Parent and, as applicable, their affiliates, on the other hand.

On December 16, 2025, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending, to discuss, among other things, the December 15 Parent Proposal, the December 2 Shareholder Party A Proposal and the execution of the confidentiality agreement with Shareholder Party A. In the course of evaluating the two different proposals, the Board considered a variety of factors, including the price per share offered by each potential counterparty, the background and track record of each potential counterparty as an acquiror, the contemplated financing of each potential counterparty and the requests for exclusivity received from each potential counterparty. The Board also reviewed and discussed with Company management a draft of its financial projections, reflecting the prior feedback from the Board. Following discussions, the Board provided additional feedback on the draft financial projections and directed Company management to further update the projections accordingly for the Board’s further review. Representatives of BofA Securities also presented, at the Board’s request, to the Board certain preliminary financial analyses of the Company and the proposals, and the Board again reviewed the Company’s prospects as a stand-alone company. The Board then discussed with Company management and its advisors its potential responses to the two different proposals, including the benefits and drawbacks of continuing to engage with either or both of the potential counterparties, launching a more expansive strategic review process, either through a public or private auction, the potential bidders that might be interested in participating in such a process, or the option of continuing as a stand-alone company. The Board also noted the potential strategic benefits of having two active bidders, and the options for creating competitive tension. The Board also discussed timing, particularly in light of its two-month standstill with Shareholder Party A, and the potential risks that a more fulsome private auction process could be impacted by a proxy contest launched by Shareholder Party A or another activist investor. The Board also discussed its concerns with granting exclusivity, and the potential use of post-signing market-checks, including go-shop provisions, to provide other potential bidders with an opportunity to submit proposals. Following these discussions, the Board directed representatives of BofA Securities to indicate to both Shareholder Party A and Parent that the Company had received more than one offer to acquire the Company, and to solicit improved offers from each of Shareholder Party A and Parent by December 22, 2025 for the Board’s consideration, noting that any potential grant of exclusivity would be predicated on, in addition to an improved price, the potential counterparty agreeing to include a customary go-shop provision in any definitive transaction agreement. The Board also instructed BofA Securities to obtain additional information regarding both parties’ respective financing plans with respect to a sale transaction.

On December 16, 2025, at the direction of the Board, representatives of BofA Securities separately contacted representatives for each of Shareholder Party A and Parent to communicate the Board’s instructions. Between December 16, 2025 and December 22, 2025, at the direction of the Board, representatives of BofA Securities and members of Company management held multiple separate calls with representatives of each of Parent and Shareholder Party A to provide information, receive updates on the status of their revised proposals, and gather additional information regarding their intended financing.

On December 17, 2025, BofA Securities provided updated relationship disclosures as of December 17, 2025 to Latham and the Board.

On December 18, 2025, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending. At the meeting, members of Company management presented a revised draft of the Company’s financial projections to the Board. Following discussions, the Board provided more feedback on the draft financial projections and directed Company management to further update the projections accordingly for the Board’s further review.

On December 22, 2025, representatives of Shareholder Party A submitted a revised non-binding indication of interest, proposing to acquire all of the outstanding Company Common Shares at a price of $18.00 per share in cash (the “December 22 Shareholder Party A Proposal”). The December 22 Shareholder Party A Proposal reiterated Shareholder Party A’s request for exclusivity, and confirmed its willingness to include customary go-shop provisions in any definitive transaction agreement.

Also on December 22, 2025, representatives of Parent submitted a revised non-binding indication of interest, proposing to acquire all of the outstanding Company Common Shares at a price of $21.00 per share in cash (the “December 22 Parent Proposal”). The December 22 Parent Proposal confirmed that Parent would agree to include customary go-shop provisions in any definitive transaction agreement, and submitted a draft exclusivity agreement that

proposed granting Parent exclusivity with respect to a potential acquisition through January 31, 2026. Representatives of Parent also communicated to representatives of BofA Securities that the per-share offer price reflected in the December 22 Parent Proposal was its best and final offer price.

On December 22, 2025, the closing share price of the Company Common Shares was $14.25.

On December 23, 2025, the Board met telephonically, with representatives of Company management, BofA Securities, Venable LLP, the Company’s Maryland counsel (“Venable”) and Latham attending, to discuss the December 22 Shareholder Party A Proposal and the December 22 Parent Proposal. Representatives of Venable and Latham explained the trustees’ statutory duties under Maryland law in evaluating and responding to these proposals. The Board reviewed each proposal and each request for exclusivity, including comparing the terms thereof, and weighed the benefits and risks of each, including the revised price per share offered by each potential counterparty, the significant premium represented by the proposed price per share reflected in the December 22 Parent Proposal, the background and track record of each potential counterparty as an acquiror, and the contemplated financing of each potential counterparty. Representatives of BofA Securities, at the request of the Board, also provided certain preliminary financial analyses of the Company and the revised proposals, and the Board reviewed the Company’s prospects as a stand-alone company. The Board then discussed with Company management and its advisors its potential responses to each proposal including the potential benefits and drawbacks of granting exclusivity to Parent, including the significant premium represented by the December 22 Parent Proposal, the fact that both Shareholder Party A and Parent had the opportunities to provide an improved offer, the fact that entry into exclusivity with Parent would result in an inability to engage with other potential interested parties, including Shareholder Party A, during the exclusivity period, Parent’s willingness to agree to include customary go-shop provisions in the definitive transaction agreement, and the risk of Parent being unwilling to engage without exclusivity. The Board also discussed the implications to the Company if the Company were to enter into exclusivity and the Company and Parent were unable to reach an agreement, including the remaining term of the standstill with Shareholder Party A, and the potential strategic options available to the Company in that situation. Following these discussions, the Board authorized members of Company management and its advisors to finalize and enter into the exclusivity agreement granting Parent exclusivity through January 31, 2026, directed Company management and its advisors to execute a confidentiality agreement with Parent, and instructed Company management to begin to prepare a virtual data room to assist Parent in its diligence efforts after executing the confidentiality agreement.

On December 23, 2025, representatives of Latham delivered to counsel to Parent, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), a revised draft of the exclusivity agreement and a proposed draft confidentiality agreement, containing a one-year standstill provision with customary “fall-away” rights. Between December 23, 2025 and December 24, 2025, representatives of Latham and Gibson Dunn negotiated the exclusivity agreement and confidentiality agreement to be entered into between the Company and Parent. Following those negotiations, on December 24, 2025, the Company and Parent entered into (i) an exclusivity agreement providing for exclusivity through January 31, 2026 and (ii) a confidentiality agreement, which contained a one-year standstill provision with customary “fall-away” rights. Prior to entering into exclusivity with Parent, representatives of BofA Securities, acting at the direction of the Board, contacted representatives of Shareholder Party A to inform them that the Company had determined to enter into exclusivity with a separate counterparty. On December 24, 2025, the closing share price of the Company Common Shares was $14.25.

On December 30, 2025, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending. Company management and the Company’s advisors provided an update to the Board regarding the due diligence process conducted with Parent to date, and the Company’s progress populating a virtual data room. Company management also presented to the Board the updated draft financial projections prepared by Company management which reflected the Board’s prior comments. Following a review of the financial projections and discussions amongst the Board, Company management, BofA Securities and Latham, the Board approved the financial projections to be used by BofA Securities in its engagement and to be provided to Parent in connection with a potential sale process. For more information, please see the section of this proxy statement captioned “—Unaudited Prospective Financial Information.” The Board also reviewed with Company management and its advisors the key terms proposed to be included in the initial draft of the merger agreement, which was being prepared by Latham, including with respect to termination fees, regulatory matters, and recourse in the event of a failure to close. The Board provided feedback on these terms and authorized Company management and Latham to finalize the draft merger agreement in accordance with their feedback and to provide it to Parent following the opening of the virtual data room.

On January 2, 2026, the Company opened the virtual data room to Parent, which was populated with customary due diligence information and documentation. From January 2, 2026 through the execution of the Merger Agreement, Company management and its advisors engaged in extensive confirmatory due diligence with Parent regarding the Company and the potential sale transaction, including attending calls and diligence meetings on topics including tax, financial and human resources, risk, transaction costs, environmental and legal due diligence, providing responses to diligence requests across such topic areas, and attending property visits. In support of the due diligence workstreams, Company management also regularly updated the virtual data room in response to supplemental due diligence requests.

On January 7, 2026, representatives of Latham delivered to representatives of Gibson Dunn an initial draft of the merger agreement, which provided for, among other things: (i) customary go-shop provisions providing for a 45-day Go-Shop Period, (ii) a two-tiered Company termination fee, providing for a termination fee equal to 1.25% of the Company’s equity value for excluded parties during the Go-Shop Period, and 3% thereafter, payable by the Company in certain customary instances, including upon termination for a change in recommendation or superior proposal, (iii) a Parent termination fee equal to 10% of the Company’s equity value, payable upon a material breach by Parent or a failure to close, with an alternative ability of the Company to seek specific performance in the event the debt financing for the transaction was unavailable, and (iv) “hell-or-high-water” regulatory covenants, including an obligation to litigate.

On January 8, 2026, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending. Representatives of Latham and members of Company management provided the Board with an update on the due diligence process to date, and other process-related matters. At that meeting, the Board also approved the engagement of BofA Securities to act as the Company’s financial advisor in connection with the sale process based on its qualifications, expertise, reputation and knowledge of the Company’s business and financial profile, as well as the industry in which the Company operates, and authorized Company management to finalize and execute BofA Securities’ engagement letter.

On January 18, 2026, the Company executed an engagement letter with BofA Securities to act as the Company’s financial advisor in connection with the sale process.

On January 19, 2026, representatives of Gibson Dunn sent to representatives of Latham a revised draft of the merger agreement, which proposed, among other things, (i) a reduction in the duration of the Go-Shop Period to 30 days, (ii) an increase in the Company termination fee to 2.5% of the Company’s equity value for excluded parties during the Go-Shop Period, and 6% thereafter, (iii) a reduction in the Parent termination fee to 8% of the Company’s equity value, payable upon a material breach by Parent or a failure to close, (iv) a “reasonable best efforts” standard for the regulatory covenants, removing the obligation to litigate, (v) the proposed inclusion of either a marketing period or inside date, depending on the final form of Parent’s financing and (vi) expanded financing cooperation obligations for the Company.

On January 21, 2026, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending. Representatives of Latham and Company management provided the Board with an update on the potential sale transaction and the status of negotiations with Parent, including a review of the proposed terms of the revised merger agreement. The Board provided feedback regarding the merger agreement, with an emphasis on the importance of maximizing deal certainty with respect to Parent’s obligations to close (including with respect to the scope of the financing cooperation covenants), and ensuring that the go-shop and non-solicitation provisions would preserve the Company’s ability to conduct an effective post-signing market check and would not preclude other potential bidders from submitting competing proposals. The Board also discussed with Company management and its advisors the available information regarding the potential debt financing contemplated by Parent provided to date, and diligence performed with respect to the capitalization of Parent and its affiliates that would be signing the equity commitment letter and limited guaranty. Following discussion, the Board directed Company management and its advisors to continue to negotiate with Parent regarding the open issues in the merger agreement, and to request additional information regarding Parent’s contemplated financing.

Between January 23, 2026 and January 30, 2026, representatives of Latham and Gibson Dunn attended various negotiations regarding the merger agreement, and, with the advice of their respective clients, revised and shared multiple drafts of the merger agreement, during which time the parties continued to negotiate the various key issues. On January 25, 2026, representatives of Gibson Dunn provided representatives of Latham with copies of Parent’s proposed equity commitment letter and limited guaranty, and on January 27, 2026, representatives of Gibson Dunn provided representatives of Latham with a copy of Parent’s proposed debt commitment letter. During the course of these

negotiations, representatives of Gibson Dunn also indicated that, while the draft debt commitment letter contained limited conditionality, Parent wanted to maximize its flexibility with respect to its financing obligations, and proposed that the Company would not be entitled to seek specific performance to force Parent to close, and instead would only be entitled to recover the Parent termination fee.

On January 30, 2026, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending, to discuss the progress made on the documentation and negotiations since the prior Board meeting, including summaries of the debt commitment letter, equity commitment letter and limited guaranty. Representatives of Latham also summarized the remaining key issues, including the size of the respective termination fees, and the latest proposal with respect to financing and specific performance. The Board provided its feedback to Company management and its advisors, including discussing the proposed limitations on the Company’s entitlement to seek specific performance, the risks related thereto, the relative size, reputation and acquisition track record of Parent, and the need to significantly increase the Parent termination fee and reduce the potential conditionality related to the Company’s financing cooperation obligations in order for the Board to consider accommodating the request. The Board also emphasized the importance of having a go-shop and Company termination fees (particularly during the Go-Shop Period) that would not be preclusive of potential bidders submitting competing proposals during the Go-Shop Period. The Board also discussed with its advisors and members of Company management the overall anticipated timing of the transaction, the expiration of exclusivity on January 31, 2026, the anticipated request from Parent to extend exclusivity until Monday, February 2, 2026 to seek to finalize the transaction documents, and the benefits and risks of granting such an extension. The Board directed Company management and its advisors to seek to continue negotiations with Parent to address the remaining open issues in the merger agreement consistent with the discussions, and authorized Company management to extend exclusivity until February 2, 2026, if requested by Parent and if the parties continued to make progress towards being in a position to execute a potential agreement by such date.

On January 30, 2026, representatives of Latham sent to representatives of Gibson Dunn a revised draft of the merger agreement, which included the following terms: (i) a decrease in the Company termination fee to 1.5% of the Company’s equity value for excluded parties during the Go-Shop Period, and 3.5% thereafter, (ii) an increase in the Parent termination fee to 16% of the Company’s equity value, (iii) a 40-day Go-Shop Period, along with a 5-day extension, (iv) “hell-or-high-water” regulatory covenants, and (v) a reduced scope of financing cooperation covenants.

On January 31, 2026, representatives of each of Company management, Parent and their respective financial advisors and counsel held several calls over the course of the day to discuss the open points in the transaction documentation, during which the parties discussed several of the remaining key issues. On the last such call of that day, representatives of Parent verbally requested that the Company extend the period of exclusive negotiations until February 2, 2026, which the Company granted.

From January 31, 2026 to February 2, 2026, representatives of Latham and representatives of Gibson Dunn continued to trade iterative drafts of the merger agreement and met telephonically on several occasions to resolve the remaining open issues, including finalizing the following terms: (i) a Company termination fee of approximately 1.9% of the Company’s equity value for excluded parties during the Go-Shop Period, and approximately 4.0% thereafter, (ii) a Parent termination fee of approximately 14.25% of the Company’s equity value, (iii) a 30-day Go-Shop Period, along with a 5-day extension, (iv) “hell-or-high-water” regulatory covenants, and (v) customary financing cooperation covenants. For a further description of the final terms of the Merger Agreement, please see the section of this proxy statement entitled “—The Merger Agreement”.

On February 1, 2026, the Board met telephonically, with representatives of Company management, BofA Securities, Latham and Venable attending. Representatives of Venable reviewed trustees’ statutory duties under Maryland law. The Board then reviewed with Company management and the Company’s advisors a summary of the terms of the merger agreement, including the resolution of various issues since the Board’s prior meeting, and the remaining open issues thereunder, as well as the proposed terms of the debt commitment letter, equity commitment letter, and limited guaranty. BofA Securities then reviewed with the Board certain financial analyses with respect to the proposed transaction, and confirmed that, if requested, and subject to the finalization of the remaining open issues, BofA Securities would be prepared to issue a customary fairness opinion with respect to the proposed transaction if requested by the Board. The Board also reviewed an updated relationship disclosure provided by BofA Securities, dated as of February 1, 2026, regarding the relationships between BofA Securities and its affiliates, on the one hand, and the Company, Shareholder Party A, Parent and, as applicable, their affiliates, on the other hand, as fully described in the section entitled “—Opinion of Our Financial Advisor.” The Board then reviewed, discussed and considered various reasons to approve the Merger Agreement and certain countervailing factors (see “—Reasons for the Mergers” and

“—Recommendation of Our Board” beginning on page 37). Following these discussions, the Board instructed Company management and the Company’s advisors to continue to seek to finalize documentation with Parent in accordance with their feedback on the remaining open issues, for consideration at the next Board meeting.

On February 2, 2026, the Board met telephonically, with representatives of Company management, BofA Securities, Latham and Venable attending. During the meeting, representatives of Venable reminded the trustees of their statutory duties under Maryland law. Representatives of Latham then provided the Board with a summary of the Merger Agreement, including the outcome of the final negotiation of the material provisions of the Merger Agreement, particularly the final proposed package of termination fees. Representatives of BofA Securities then reviewed BofA Securities’ financial analyses with the Board and, following the request of the Board, rendered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated as of February 2, 2026) that, as of such date, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, and the matters considered and limitations, qualifications and conditions on the review undertaken in connection therewith, as described in such written opinion, the $21.00 per share consideration to be paid to the holders of Company Common Shares (other than the holders of Excluded Shares) was fair, from a financial point of view, to such holders. For more information regarding BofA Securities’ opinion, please see “—Opinion of the Company’s Financial Advisor.”

The Board then reviewed, discussed and considered various reasons to approve the Merger Agreement and certain countervailing factors (see “—Reasons for the Mergers” and “—Recommendation of Our Board” beginning on page 37). After discussions with Company management and its financial and legal advisors, and in light of the reasons considered, the Board unanimously:

The Board then discussed with Company management and its advisors next steps, including the commencement of the go-shop process, the scope of parties to be contacted, and communications.

Prior to the market opening on February 2, 2026, the parties executed the Merger Agreement and related documentation, and the Company and Parent issued a joint press release announcing their entry into the Merger Agreement.

On February 2, 2026, following the announcement of the Company’s entry into the Merger Agreement with Parent, and at the direction of the Board, representatives of BofA Securities commenced outreach to 35 potential bidding parties as part of the Go-Shop Period, consisting of 23 financial sponsors, 8 sovereigns/investment managers and 4 strategic bidding parties. Among those contacted, 11 parties expressed interest in entering into confidentiality agreements with the Company to evaluate a potential sale transaction. Of those parties, 7 parties including 4 financial sponsors, 2 sovereigns/investment managers and 1 strategic bidding party, executed confidentiality agreements and were provided access to a virtual data room for prospective go-shop bidders containing, among other materials, business and financial information previously made available to Parent. Additionally, 7 incremental bidders who were not included in BofA’s initial outreach, each a financial sponsor, expressed interest. Of those parties, 1 bidder executed a confidentiality agreement and was provided access to the virtual data room.

On February 17, 2026, the Board met telephonically, with representatives of Company management, BofA Securities and Latham attending. Representatives of BofA Securities and Latham provided an update on the go-shop process and discussed the Go-Shop Period.

The Go-Shop Period expired on March 4, 2026 at 11:59 p.m., New York City time. Prior to the expiration of the Go-Shop Period, no party submitted a Competing Proposal to the Company.

The Company Merger and the other transactions contemplated by the Merger Agreement were determined and declared advisable and in the best interests of the Company and its shareholders and approved by all members of the Board, as more fully described above in the section of this proxy statement captioned “The Mergers—Background of the Mergers.” In reaching its decision to (i) determine and declare that the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its shareholders, (ii) duly authorize, approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Company Merger and the other transactions contemplated by the Merger Agreement, (iii) direct that the approval of the Company Merger and the other transactions contemplated by the Merger Agreement be submitted for consideration by the holders of Company Common Shares at the Special Meeting; and (iv) recommend that the Company’s shareholders vote in favor of the approval of the Company Merger, the Board consulted with members of Company management, as well as the Company’s financial and legal advisors, and considered a number of factors, including the following material factors, which the Board viewed as supporting its decision:

The Board also considered the following potentially negative factors in its consideration of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement:

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its decision to approve the Merger Agreement, the Company Merger and the other transactions contemplated by the Merger Agreement, the Board did not quantify or assign any relative weights to, and did not make specific assessments of, the factors considered, and individual trustees may have given different weights to different factors. The Board did not reach any specific conclusion with respect to any of the factors or reasons considered. The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contains forward-looking statements and should be read in conjunction with the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

The Board has unanimously:

While the Company has from time to time provided limited financial guidance to investors, the Company has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results beyond the then-current annual period due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates inherent in preparing financial projections.

However, in connection with the evaluation and negotiation of the Company Merger and the other transactions contemplated by the Merger Agreement, Company management prepared certain non-public, internal, unaudited, financial projections regarding the Company’s future operations for fiscal years ending December 31, 2025 through December 31, 2031 (the “financial projections”). Company management provided the financial projections to the Board in connection with its evaluation of the Mergers, and to the Company’s financial advisor, BofA Securities, for its use and reliance in connection with its financial analyses and opinions. The Company also provided the financial projections to Parent on a confidential basis.

The following tables summarize the financial projections:

The financial projections are included in this proxy statement solely to give the Company’s shareholders access to certain information that was made available to the Board, BofA Securities and Parent. The financial projections have not been updated following the date such projections were approved by the Board to reflect the Company’s current views of its future financial performance, and should not be treated as guidance with respect to projected results for the fiscal year ending December 31, 2026 or any other period. The financial projections are subjective in many respects and were prepared solely for the Company’s internal use, for use by Parent in connection with its consideration of the Mergers (as more fully described in the section of this proxy statement captioned “The Mergers—Background of the Mergers”) and for BofA Securities in connection with its financial analysis and fairness opinion. The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. In addition, the financial projections require significant estimates and assumptions that make them inherently less comparable to the similarly titled GAAP measures in the Company’s historical GAAP financial statements. Neither the Company’s independent registered public accounting firm nor any other independent accountants have compiled, examined, audited or performed any procedures with respect to the financial projections, and have not expressed any opinion or any other form of assurance regarding the financial projections or their achievability. Likewise, neither the Company’s independent registered public accounting firm nor any other independent accountants assume responsibility for, and disclaim any association with, such financial projections. The report of the Company’s independent registered public accounting firm contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 relates to the Company’s historical financial information and does not extend to the financial projections and should not be read to do so. Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared. Additionally, the inclusion of the financial projections in this proxy statement does not constitute an admission or representation by the Company that the information is material.

Certain of the above financial data were not prepared in accordance with GAAP, including Cash NOI, FFO, Adjusted EBITDA and Unlevered Free Cash Flow. The Company uses these non-GAAP financial measures in analyzing its financial results and believes that they enhance investors’ understanding of the Company’s financial performance and the comparability of its results to prior periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. The Company’s calculation of non-GAAP financial measures may differ from others in the industry and the Company’s Cash NOI, FFO, Adjusted EBITDA and Unlevered Free Cash Flow are not necessarily comparable with similar titles used by other companies. Reconciliations of non-GAAP financial measures were not relied upon by BofA Securities for

purposes of its opinion to the Board as described below in the section of this proxy statement captioned “The Mergers—Opinion of the Company’s Financial Advisor” or by the Board in connection with its consideration of the Mergers. In addition, financial measures provided to a board of directors or a financial advisor are excluded from the definition of non-GAAP financial measures under SEC rules and, therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require, among other information, a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, the Company has not provided a reconciliation of the financial measures included in the financial projections above.

In the view of Company management, the financial projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding the Company’s future financial performance at the time they were prepared.

The financial projections, while presented with numerical specificity, are subjective in many respects and were based on numerous variables, estimates and assumptions that are inherently uncertain and necessarily involve judgments with respect to, among other things, the Company’s performance, industry performance, general business, future economic, competitive, regulatory and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond the Company’s or Company management’s control. The financial projections are not a guarantee of future financial performance. The financial projections were developed under the assumption of continued standalone operation, including the completion of certain sales, acquisitions and equity financing activities and development and redevelopment currently in process, and the financial projections do not take into account any circumstances, transactions or events occurring (other than those for which the Company is contractually obligated) after the date on which the financial projections were prepared and do not give effect to any changes or expenses as a result of the Mergers or any effects of the Mergers. Further, the financial projections do not take into account the effect of any failure of the Mergers to be consummated and should not be viewed as accurate or continuing in that context or any other context. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Given that the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and cause the financial projections to not be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods and achieve certain leasing results and occupancy levels in its portfolio), industry performance and dynamics, local market conditions, general business, economic, competitive, regulatory and financial market conditions, disruptions in the financial, debt, capital, credit or securities markets, the Company’s ability to obtain financing, development and redevelopment costs, changes in business strategy and other factors described in the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements” and the risks described in the Company’s periodic reports filed with the SEC, which reports can be found as described under the section of this proxy statement captioned “Where You Can Find More Information.” As a result, actual results may differ materially from those contained in the financial projections. Accordingly, there can be no assurance that the projected results summarized above will be realized. Shareholders are urged to review the Company’s most recent SEC filings for a description of the reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement.

The financial projections also reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, changes in general business or economic conditions, certain accounting assumptions, timing of business investments, changes in actual or projected cash flows, competitive pressures and changes in tax or other laws or regulations or any other transaction or event that has occurred or that may occur and that was not anticipated when the financial projections were prepared, including material assumptions regarding (i) the Company’s estimates regarding annual growth in net operating income and stable general and administrative expenses, (ii) annual acquisitions in the industrial outdoor storage space of as yet unidentified properties, including related income and expenses related to such acquisitions, and corresponding transaction expenses, (iii) equity financing transactions to fund such acquisitions and (iv) the Company’s estimates regarding Cash NOI, which rely on yearly acquisition assumptions (for example, in the fiscal year ending December 31, 2026, the Company’s Cash NOI projections figure would be $78 million, as opposed to $92 million).

In addition, the financial projections may be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, actual results will differ, and may differ materially, from

those contained in the financial projections. The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in the Company’s public filings with the SEC. There can be no assurance that the financial results in the financial projections will be realized, or that future actual financial results will not materially vary from those estimated in the financial projections. The inclusion of the financial projections and accompanying narrative in the table above should not be regarded as an indication that the Company, Parent, or their respective affiliates, advisors, officers, employees, directors, trustees or their respective representatives consider the financial projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. Furthermore, the Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives can provide no assurance that actual results will not differ materially from the financial projections, and undertake no obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the dates on which the financial projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the financial projections are shown to be in error or are no longer appropriate. Some or all of the assumptions that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date. The Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives make no representation regarding the Company’s ultimate performance compared to the information contained in the financial projections or that the financial projections will be achieved. In addition, the Company has not made and makes no representation to any shareholder or to Parent or Parent Parties in the Merger Agreement or otherwise concerning the financial projections or regarding its ultimate performance compared to the information contained in the financial projections or that the projected results will be achieved. None of the Company, Parent, and their respective affiliates, advisors, officers, employees, directors, trustees and their respective representatives assumes any responsibility for the validity, reasonableness, accuracy, or completeness of the financial projections.

In light of the foregoing factors and the uncertainties inherent in the financial projections, shareholders are cautioned not to place undue, if any, reliance on the financial projections.

The Company has retained BofA Securities to act as the Company’s financial advisor in connection with the Mergers. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Company selected BofA Securities to act as the Company’s financial advisor in connection with the Mergers on the basis of BofA Securities’ experience in transactions similar to the Mergers, its reputation in the investment community and its familiarity with the Company and its business.

On February 2, 2026, at a meeting of the Board held to evaluate the Mergers, BofA Securities delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion, dated February 2, 2026, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Company Merger Consideration to be received by holders of Company Common Shares was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Company Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Mergers and no opinion or view was expressed as to the relative merits of the Mergers in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Mergers.

In connection with rendering its opinion, BofA Securities:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company management forecasts, BofA Securities was advised by the Company, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA Securities relied, at the direction of the Company, upon the assessments of the management of the Company as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting the Company and its business. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. BofA Securities did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Mergers would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Mergers, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Mergers. BofA Securities also assumed, at the direction of the Company, that the final executed Merger Agreement would not differ in any material respect from the Draft Merger Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Mergers (other than the Company Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Mergers, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Mergers or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Company Merger Consideration to be received by the holders of Company Common Shares and no opinion or view was expressed with respect to any consideration received in connection with the Mergers by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Mergers, or class of such persons, relative to the Company Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Mergers in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Mergers. BofA Securities also did not express any view or opinion with respect

to, and BofA Securities relied, at the direction of the Company, upon the assessment of representatives of the Company regarding legal, regulatory, accounting, tax and similar matters relating to the Company and the Mergers, as to which matters BofA Securities understood that the Company obtained such advice as it deemed necessary from qualified professionals. BofA Securities did not express any opinion as to the prices at which Company Common Shares would trade at any time, including following announcement or consummation of the Mergers. In addition, BofA Securities expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Company Merger or any other matter. Except as described above, the Company imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company forecasted to generate during the Company’s fiscal years 2026 through 2031 based on the Company management forecasts. BofA Securities calculated terminal values for the Company by applying a weighted-average terminal cap rate of 5.5% to 6.5% to the Company’s fiscal year 2031 estimated net operating income. The cash flows and terminal values were then discounted to present value as of December 31, 2025, assuming a mid-year convention for cash flows, using discount rates ranging from 9.0% to 10.6%, which were based on an estimate of the Company’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for the Company as compared to the Company Merger Consideration:

In rendering its opinion, BofA Securities also reviewed and considered other factors, including:

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company and Parent. The estimates of the future performance of the Company and Parent in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Company Merger Consideration and were provided to the Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company or any of its assets might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of the Company or Parent.

The type and amount of consideration payable in the Mergers was determined through negotiations between the Company and Parent, rather than by any financial advisor, and was approved by the Board. The decision to enter into the Merger Agreement was solely that of the Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Board in its evaluation of the proposed Mergers and should not be viewed as determinative of the views of the Board or the Company’s management with respect to the Mergers or the Company Merger Consideration.

The Company has agreed to pay BofA Securities for its services in connection with the Mergers an aggregate fee currently estimated to be approximately $16 million, $2 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the Mergers. The Company also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of (i) the Company and certain of its affiliates, and (ii) Brookfield, and certain affiliates and portfolio companies of Brookfield.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to the Company and/or certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as financial advisor to the Company in connection with a certain acquisition transaction, (ii) having acted or acting as a lender under certain term loan, letters of credit and other credit facilities of the Company and/or certain of its affiliates, (iii) having provided or providing certain treasury management services and products to the Company and/or certain of its affiliates and (iv) having provided or providing certain derivatives trading services to the Company and/or certain of its affiliates. From January 1, 2024 to December 31, 2025, BofA Securities and affiliates derived aggregate revenues from the Company and its affiliates of approximately $8 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Brookfield and/or certain of its affiliates and/or portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to Brookfield and/or certain of its affiliates and/or portfolio companies in connection with certain mergers and acquisition transactions, (ii) having acted or acting as administrative agent, bookrunner for, and a lender under, certain term loans, letters of credit and subscription, revolving and other credit, leasing and other facilities for Brookfield and/or certain of its affiliates and/or portfolio companies, including, without limitation, in connection with the financing for certain acquisition transactions, (iii) having acted as manager or underwriter for various debt and equity offerings of Brookfield and/or certain of its affiliates and/or portfolio companies, (iv) having provided or providing certain treasury management services and products to Brookfield and/or certain of its affiliates and/or portfolio companies and (v) having provided or providing certain commodity, derivatives and foreign exchange trading services to Brookfield and/or certain of its affiliates and/or portfolio companies. In addition, certain of our affiliates maintain commercial (including vendor and/or customer) relationships with Brookfield. From January 1, 2024 to December 31, 2025, BofA Securities and affiliates derived aggregate revenues from Brookfield and its affiliates and portfolio companies of approximately $396 million for investment and corporate banking services.

As of the date of its written opinion, BofA Securities and its affiliates were working with Brookfield and its affiliates and portfolio companies on one or more investment and corporate banking matters unrelated to the Mergers and BofA Securities believes, based on the information available to it as of the date of its written opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Brookfield and its affiliates and portfolio companies for those concurrent investment and corporate banking services will be materially more than the fee payable to BofA Securities for its services in connection with the Mergers. In addition, in the ordinary course of its respective businesses, BofA Securities and its affiliates (including members of BofA Securities’ deal team working with the Company on the Mergers) has pitched, is currently pitching, and/or will continue to pitch, additional investment and corporate banking services unrelated to the Mergers to Brookfield and its affiliates and portfolio companies but how much, if any, additional investment and corporate banking business and revenues will result from those efforts is subject to numerous factors beyond the control of BofA Securities and its affiliates.

As of the close of trading on February 2, 2026, the date of BofA Securities’ written opinion, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding Company Common Shares having a market value of approximately $900,000 as of such date, representing less than 0.50% of the outstanding Company Common Shares as of such date, (ii) outstanding common stock of Brookfield Corporation having a market value of approximately $137 million as of such date, representing less than 0.50% of the outstanding common stock of Brookfield Corporation as of such date and (iii) outstanding common stock of Brookfield Asset Management Ltd. having a market value of approximately $163 million, representing less than 0.50% of the outstanding common stock of Brookfield Asset Management Ltd. as of such date.

The Parent Parties have secured committed financing, consisting of a combination of (i) equity financing to be provided by investment funds affiliated with Parent on the terms and subject to the conditions set forth in an equity commitment letter provided by such funds, and (ii) debt financing to be provided by certain lenders on the terms and subject to the conditions set forth in a debt commitment letter, the aggregate proceeds of which will be sufficient for the Parent Parties to pay all amounts the Parent Parties may be obligated to pay pursuant to the Merger Agreement or the Mergers (including, without limitation, payment of the Company Merger Consideration, payment of the Partnership Merger Consideration, repayment or assumption of debt of any Acquired Company contemplated by the Merger Agreement, payment of all amounts discussed in the section of this proxy statement captioned “The Mergers—Interests of the Company’s Trustees and Executive Officers in the Mergers—Treatment of Company RSU Awards,” and payment of all other fees and expenses and obligations required to be paid or satisfied by the Parent Parties in connection with the Mergers).

Certain members of our Board and certain of the Company’s executive officers have various interests in the Mergers that may be in addition to, or different from, the interests of Company shareholders generally. The members of the Board were aware of these potential interests and considered these potential interests at the time they approved the Merger Agreement and in making their recommendation that the Company shareholders approve the Merger Proposal. These potential interests are described below.

For purposes of this proxy statement, the “executive officers” include Michael J. Escalante, Javier F. Bitar and Nina Momtazee Sitzer, and the “trustees” include Carrie DeWees, Michael J. Escalante, Jeffrey Friedman, Samuel Tang and Casey Wold. In accordance with SEC rules, we have included any individual who served as an executive or trustee since January 1, 2025.

Each of our trustees and executive officers holds outstanding Company RSU Awards. At the Company Merger Effective Time, and as a result of the Company Merger, each Company RSU Award, whether vested or unvested, that is outstanding as of immediately prior to the Company Merger Effective Time shall be automatically cancelled and terminated and converted into the right to receive a cash payment (subject to applicable withholding taxes) equal to the sum of (i) the product obtained by multiplying (x) the number of Company Common Shares underlying such Company RSU Award immediately prior to the Company Merger Effective Time by (y) the Company Merger Consideration, plus (ii) the amount of any unpaid amounts payable with respect to distribution equivalent rights corresponding to such Company RSU Award.

The following table sets forth, for each of our executive officers and non-employee trustees who served in such role at any point since January 1, 2025, (i) the aggregate number of outstanding Company RSU Awards (both vested and unvested) and Company Common Shares, in each case, held as of March 3, 2026; and (ii) the estimated value of the payments that the Company’s executive officers and non-employee trustees are eligible to receive (before deduction of applicable tax withholding) in connection with the Mergers in respect of such Company RSU Awards and Company Common Shares, in each case, based on the aggregate number of Company RSU Awards and Company Common Shares held as of March 3, 2026. Solely for purposes of the table below, we have assumed that the Company Merger Effective Time occurs on March 3, 2026. These estimated values are based on the proposed Company Merger Consideration of $21.00 and assume that all Company RSU Awards and Company Common Shares held by our executive officers and non-employee trustees as of the Record Date remain outstanding as of the Company Merger Effective Time. The table below does not take into account any vesting or forfeiture of Company RSU Awards, nor any additional Company RSU Awards that may be granted, between March 3, 2026 and the Company Merger Effective Time.

Messrs. Escalante and Bitar and Ms. Sitzer have entered into employment agreements, each of which provides that the applicable executive will be eligible to receive payments and other benefits in the event of a qualifying termination of employment following a change in control. The severance payments and other benefits described below (other than the Accrued Obligations, as defined below), which are payable in the event of any termination of employment are

conditioned on (i) the applicable executive’s execution and non-revocation of a release of claims in favor of the Company, provided that the Company executes a release of claims in favor of the executive, and (ii) for Mr. Escalante only, his resignation from the Board, to the extent requested by the Board.

Under the Amended and Restated Employment Agreement, dated March 23, 2023, with Mr. Escalante (as amended, the “Escalante Agreement”), Mr. Escalante is entitled to the following severance payments and benefits in the event of a termination by the Company without “cause” or by Mr. Escalante with “good reason” within six months preceding or 12 months following a “change in control” of the Company (each such term as defined in the Escalante Agreement):

The payments and benefits payable to Mr. Bitar and Ms. Sitzer upon a termination by the Company without “cause” or by the applicable executive with “good reason” within six months preceding or 12 months following a “change in control” of the Company under their respective employment agreements with the Company are substantially similar to such terms of the Escalante Agreement, except that Mr. Bitar or Ms. Sitzer will receive a lump sum payment equal to 2.5 times the sum of (i) his or her base salary plus (ii) the Average Incentive Bonus, as well as a lump sum payment equal to 30 months of the Healthcare Severance.

The Company may pay or reimburse legal fees actually incurred by the Company’s executive officers in connection with the Mergers, not to exceed a maximum aggregate amount of $150,000. As of the date of this proxy statement, the Company has not approved or paid any legal fee payments or reimbursements to the Company’s executive officers.

The Board may grant transaction bonuses in connection with the Mergers in an aggregate amount not to exceed $2,600,000 (collectively, the “Transaction Bonuses”). Transaction Bonuses may be granted to any employee of the Company (including the Company’s executive officers), and must be approved by the Board in consultation with Parent. As of the date of this proxy statement, the Board has not approved any Transaction Bonuses.

Certain of the Company’s executive officers may continue to provide employment or other services to Parent after the Closing and may enter into new agreements, arrangements or understandings with Parent to set forth the terms and compensation of such post-Closing service. As of March 3, 2026, no such agreements, arrangements or understandings with Parent exist.

The Merger Agreement requires Parent to provide or cause to be provided certain compensation, severance and benefits for a period of one year following the Closing Date for Continuing Employees (as defined herein), including executive officers, of the Company and its subsidiaries, and to take certain actions in respect of employee benefits provided to such employees. For a detailed description of these requirements, please see the section of this proxy statement captioned “The Merger Agreement—Employee Matters.”

The Merger Agreement provides that the Company is permitted to, prior to the Closing, and if the Company fails to do so, Parent will, or Parent will cause the Surviving Entity or the Surviving Partnership to, as of the Company Merger Effective Time, obtain and fully pay the premium for a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy that provides coverage for a period of six years from and after the Closing in respect of acts or omissions occurring prior to the Closing covering each person currently covered by the Company’s or its subsidiaries’ officers’ and directors’ liability insurance policy, on terms with respect to coverage and amount no less favorable than those of such existing policy in effect as of the date of the Merger Agreement and Parent will cause such policy to be maintained in full force and effect, for its full term, and will cause all obligations thereunder to be honored by the Surviving Entity; provided, however, that in no event will the premium of such policy be in excess of 300% of the amount per annum that the Company and its subsidiaries paid in its last full fiscal year prior to February 2, 2026 (the “Current Premium”), but in such case, such policy will be purchased and maintained to provide for the maximum coverage available for 300% of the Current Premium. If the Company, Parent, the Surviving Entity or the Surviving Partnership for any reason fail to obtain such policies prior to, as of or after the Closing, Parent will, for a period of six years from the Company Merger Effective Time, cause the Surviving Entity to purchase and maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries as of immediately prior to the Closing in respect of acts or omissions occurring prior to the Closing covering each such person currently covered by the Company’s or its subsidiaries’ officers’ and directors’ liability insurance policy and provided that, after the Company Merger Effective Time, in no event will Parent, the Surviving Entity or the Surviving Partnership be required to pay annual premiums in excess of 300% of the Current Premium in respect of the coverage required to be obtained pursuant to the Merger Agreement, but in such case will purchase and maintain the maximum coverage available for 300% of the Current Premium.

To the extent permitted by applicable law and the governing documents of the Parent Parties, during the period commencing as of the Closing and ending on the sixth anniversary of the Closing, Parent will, and Parent will cause the Surviving Entity or the Surviving Partnership to: (i) indemnify, defend and hold harmless each current or former manager, director, officer, partner, member and trustee of the Company or any subsidiary of the Company (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any action to the extent such action arises out of or pertains to any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member or trustee of the Company or any subsidiary of the Company, including such alleged acts or omissions with respect to the Merger Agreement or any of the transactions contemplated by the Merger Agreement, including the Mergers; and (ii) pay (as incurred) in advance of the final disposition of any such action all reasonable expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by law and by the governing documents of the Surviving Entity and the Surviving Partnership, but subject to Parent’s, the Surviving Entity’s or the Surviving Partnership’s receipt of a written undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified. Parent, the Surviving Entity or the Surviving Partnership, as applicable, (i) will not settle, compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against or investigation of any Indemnified Party for which indemnification may be sought without the Indemnified Party’s prior written consent unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (ii) will not be liable for any settlement effected without their prior written consent, and (iii) will not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction determines in a final and non-appealable order that indemnification is prohibited by applicable law.

To the extent permitted by applicable law, the Surviving Entity and the Surviving Partnership will, and Parent agrees to cause the Surviving Entity and the Surviving Partnership to, during the period commencing as of the Closing and ending on the sixth anniversary of the Closing, honor all rights to indemnification, advancement and exculpation from liabilities for acts or omissions occurring at or prior to the Closing existing in favor of the Indemnified Parties as provided in (i) the Company governing documents, (ii) the Operating Partnership governing documents and (iii) indemnification agreements between the Company or any of its subsidiaries, on the one hand, and any Indemnified Party, on the other hand, in each case, as of the date of the Merger Agreement. In addition, such obligations must be assumed by any successor entity to Parent, the Surviving Entity or the Surviving Partnership, as applicable, as a result of any (i) consolidation or merger, or (ii) liquidation, dissolution, transfer or conveyance of all or substantially all of its properties and assets.

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation for each of our named executive officers that is based on or otherwise relates to the Mergers and assuming the Mergers are consummated on the latest practicable date prior to the filing of this proxy statement. The compensation arrangements of our named executive officers and the equity award treatment of the Company RSU Awards are described in the section of this proxy statement captioned “The Mergers—Interests of the Company’s Trustees and Executive Officers in the Mergers” which is incorporated herein by reference.

Please note that the amounts indicated below are estimates based on the material assumptions described in the notes to the table below, which may or may not actually occur. Some of these assumptions are based on information not currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. Furthermore, for purposes of calculating such amounts, we have assumed:

The following is a discussion of the material U.S. federal income tax consequences of the Company Merger to holders of Company Common Shares (for purposes of this section, “Common Shareholders”) whose shares are surrendered in the Company Merger in exchange for the right to receive the Company Merger Consideration as described herein. This discussion is based on current law, is for general information only and is not tax advice. This discussion is based on the Code, applicable Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, each as in effect as of the date hereof, all of which are subject to change or to different interpretations, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. The Company has not requested, and does not plan to request, any rulings from the Internal Revenue Service (the “IRS”), concerning the Company’s tax treatment or the tax treatment of the Company Merger, and the statements in this proxy statement are not binding on the IRS or any court. The Company can provide no assurance that the tax consequences contained in this discussion will not be challenged by the IRS, or if challenged, will be sustained by a court.

This discussion does not address (i) U.S. federal taxes other than income taxes, (ii) state, local or non-U.S. taxes, (iii) tax reporting requirements, (iv) the Medicare contribution tax on net investment income, (v) the alternative minimum tax, or (vi) withholding taxes under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”). This discussion assumes that Company Common Shares are held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment), does not address all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances or to persons that are subject to special tax rules and does not address the tax consequences of the Company Merger to holders of restricted shares or other awards received as compensation. In addition, this discussion does not address the tax treatment of special classes of Common Shareholders, including, for example:

If any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds Company Common Shares, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the activities of the partnership. If you are a partner of a partnership or a member of a limited liability company or other entity classified as a partnership for U.S. federal income tax purposes and that entity is holding Company Common Shares, you should consult your tax advisor.

For purposes of this section, a “U.S. holder” means a beneficial owner of Company Common Shares that, for U.S. federal income tax purposes, is or is treated as any of the following:

As used in this section, a “non-U.S. holder” means a beneficial owner of Company Common Shares that is neither a U.S. holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

This discussion of material U.S. federal income tax consequences is not binding on the IRS. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any described herein.

THE U.S. FEDERAL INCOME TAX RULES APPLICABLE TO THE COMPANY MERGER AND DISPOSING OF COMPANY COMMON SHARES, AND TO REITS GENERALLY, ARE HIGHLY TECHNICAL AND COMPLEX. HOLDERS OF COMPANY COMMON SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE COMPANY MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS, AND POTENTIAL CHANGES IN APPLICABLE TAX LAWS, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

The Company Merger will be a taxable transaction to Common Shareholders. Common Shareholders will be treated as selling all of their Company Common Shares to Parent or direct or indirect owners thereof in exchange for the Company Merger Consideration.

The receipt of Company Merger Consideration by a U.S. holder in exchange for Company Common Shares in the Company Merger will generally be a taxable transaction for U.S. federal income tax purposes. The amount of any gain or loss realized by a U.S. holder who receives Company Merger Consideration for Company Common Shares in the Company Merger will generally equal the difference, if any, between the amount of Company Merger Consideration received for such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder’s adjusted tax basis in such shares. The amount and character of such gain or loss and the holding period of shares will be determined separately for each block of Company Common Shares (that is, shares acquired at the same cost in a single transaction) exchanged for Company Merger Consideration in the Company Merger by a Common Shareholder. If the U.S. holder has held its Company Common Shares for more than one year at the Company Merger Effective Time, any gain or loss realized by a U.S. holder upon the receipt of Company Merger Consideration in exchange for such Company Common Shares will generally be capital gain or loss, and, except as provided below, will be long-term capital gain or loss. However, if a U.S. holder recognizes a loss on shares it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received “capital gain dividends” from the Company (i.e., certain distributions that were required to be treated as long-term capital gains). Otherwise, such gain or loss will be short-term capital gain or loss which is subject to U.S. federal income tax at the same rates as ordinary income. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, are generally taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

A non-U.S. holder’s receipt of Company Merger Consideration in exchange for Company Common Shares will be treated as a taxable sale of such shares. However, a non-U.S. holder will generally not be subject to U.S. federal income tax on any gain realized from such sale unless:

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates in the same manner as if such non-U.S. holder were a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). A non-U.S. holder that is a corporation also may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on such gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will generally be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of Company Common Shares in the Company Merger, which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet, if a non-U.S. holder’s Company Common Shares constitute USRPIs, any gain recognized by such holder in the Company Merger will be treated as income effectively connected with the conduct of a U.S. trade or business of the non-U.S. holder and generally will be subject to U.S. federal income tax on a net basis in the same manner as a U.S. holder (and the non-U.S. holder would generally be required to file a U.S. federal income tax return reporting such income). A non-U.S. holder’s Company Common Shares generally will not constitute USRPIs if either (i) the Company is a “domestically controlled qualified investment entity” at the Company Merger Effective Time, or (ii) both (a) Company Common Shares are treated as regularly traded on an established securities market such as NYSE at the date of the Company Merger and (b) the non-U.S. holder has owned, actually and constructively, 10% or less of the Company Common Shares at all times during the shorter of (1) the five-year period ending with the

Company Merger Effective Time and (2) the non-U.S. holder’s holding period for the shares. A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly and indirectly by non-United States persons, subject to certain ownership rules. For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” ownership generally will be determined by looking through certain pass-through entities and certain other entities. Notwithstanding the foregoing ownership rules, a person who at all applicable times holds less than 5% of a class of a REIT’s stock that is “regularly traded” on an established securities market in the United States is treated as a United States person unless the REIT has actual knowledge that such person (i) is not a United States person or (ii) in certain cases, is a foreign-controlled entity. The Company believes, but cannot guarantee, that it has been and currently is “domestically controlled” as of the date of this proxy statement, but because the Company’s Common Shares are, and are anticipated to continue to be up to the Company Merger Effective Time, publicly traded, no assurances can be given that the Company will continue to qualify as a “domestically controlled qualified investment entity” at the Company Merger Effective Time.

Backup withholding, currently at a rate of 24%, and information reporting may apply to the cash received pursuant to the exchange of Company Common Shares in the Company Merger. Backup withholding will not apply, however, to a holder who:

Backup withholding is not an additional tax and any amount withheld under these rules may be credited against the holder’s U.S. federal income tax liability and may entitle the holder to a refund if required information is timely furnished to the IRS.

THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSEQUENCES RELATING TO THE COMPANY MERGER AND IS NOT TAX ADVICE. THEREFORE, COMMON SHAREHOLDERS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE COMPANY MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

If the Mergers are completed, the Company Common Shares will be delisted, will no longer be traded on the NYSE and will be deregistered under the Exchange Act.

The following summarizes the material provisions of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which the Company incorporates by reference into this proxy statement. The Company recommends that you read the Merger Agreement attached to this proxy statement as Annex A carefully and in its entirety, as the rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The Merger Agreement contains representations and warranties made by, and to, the Company, the Operating Partnership, Parent, REIT Merger Sub and Operating Merger Sub. These representations and warranties, which are set forth in the copy of the Merger Agreement attached to this proxy statement as Annex A, were made for the purposes of negotiating and entering into the Merger Agreement between the parties, or may have been used for the purpose of allocating risk between the parties instead of establishing such matters as facts. In addition, these representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement, were made as of specified dates, and may be subject to standards of materiality different from what may be viewed as material to the Company’s shareholders. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company or its affiliates.

Pursuant to the Merger Agreement and in accordance with the DRULPA and the DLLCA, at the Partnership Merger Effective Time, Operating Merger Sub will merge with and into the Operating Partnership, and the separate existence of Operating Merger Sub will cease, with the Operating Partnership surviving the Partnership Merger. Upon completion of the Partnership Merger, the Surviving Partnership will be controlled by Parent.

At the Partnership Merger Effective Time, each Operating Partnership Common Unit issued and outstanding immediately prior to the Partnership Merger Effective Time (other than Operating Partnership Common Units held by the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies) will be converted into the right to receive the Partnership Merger Consideration, as discussed in the section of this proxy statement captioned “The Merger Agreement—Treatment of Operating Partnership Common Units and Company Common Shares.”

Pursuant to the Merger Agreement and in accordance with the MRL and the DLLCA, at the Company Merger Effective Time, the REIT Merger Sub will merge with and into the Company, and the separate existence of the REIT Merger Sub will cease, with the Company surviving the Company Merger, such that following and as a result of the Company Merger, the Surviving Entity and the Surviving Partnership will be controlled by Parent.

At the Company Merger Effective Time, each Company Common Share issued and outstanding immediately prior to the Company Merger Effective Time (other than Company Common Shares held by the Parent Parties or any of their respective subsidiaries or any of the Acquired Companies) will be converted into the right to receive the Company Merger Consideration, as discussed in the section of this proxy statement captioned “The Merger Agreement—Treatment of Operating Partnership Common Units and Company Common Shares.”

Following the completion of the Company Merger, the Company Common Shares will be delisted, will no longer be traded on NYSE and will be deregistered under the Exchange Act.

The Closing will take place (i) by electronic exchange of documents and signatures five business days following the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the

Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), or (ii) such other place or date as may be agreed in writing by the Company and Parent.

On the Closing Date, Operating Merger Sub, the Operating Partnership, the Company and Parent will (i) cause the Articles of Partnership Merger to be duly executed and filed with the DE SOS in accordance with the DRULPA and the DLLCA, and (ii) make any other filings, recordings or publications required to be made by the Operating Partnership or Operating Merger Sub under the DRULPA or the DLLCA in connection with the Partnership Merger. The Partnership Merger will become effective at the Partnership Merger Effective Time. The parties will cause the Partnership Merger Effective Time to occur immediately prior to the Company Merger Effective Time.

On the Closing Date, and immediately after the filing of the Articles of Partnership Merger, REIT Merger Sub, the Company and Parent will (i) cause the Articles of Company Merger to be duly executed and filed for record with the SDAT in accordance with the MRL and with the DE SOS in accordance with the DLLCA, and (ii) make any other filings, recordings or publications required to be made by the Company or REIT Merger Sub under the MRL or the DLLCA in connection with the Company Merger. The Company Merger will become effective at the Company Merger Effective Time. The parties will cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective Time.

At the Partnership Merger Effective Time, each Operating Partnership Common Unit, or fraction thereof, issued and outstanding immediately prior to the Partnership Merger Effective Time (other than Operating Partnership Common Units held by the Acquired Companies or by the Parent Parties or their respective subsidiaries) will be automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the REIT Shares Amount multiplied by (ii) the Company Merger Consideration, without interest. The amount in cash payable to the holders of Operating Partnership Common Units is also subject to decrease in the event the Operating Partnership declares and pays any additional distributions.

Each Operating Partnership Common Unit held by the Acquired Companies, the Parent Parties or their respective subsidiaries which is issued and outstanding immediately prior to the Partnership Merger Effective Time will be automatically cancelled and will cease to exist, and no consideration will be paid, nor will any right inure or be made with respect thereto in connection with or as a consequence of the Mergers.

At the Company Merger Effective Time, each Company Common Share, or fraction thereof, issued and outstanding immediately prior to the Company Merger Effective Time (other than Company Common Shares held by the Acquired Companies or by the Parent Parties or their respective subsidiaries) will be automatically cancelled and converted into the right to receive an amount in cash equal to $21.00 per share, without interest. The amount in cash payable to the shareholders is also subject to decrease in the event the Company declares and pays any additional dividends.

Each Company Common Share held by the Acquired Companies, the Parent Parties or their respective subsidiaries which is issued and outstanding immediately prior to the Company Merger Effective Time will be automatically cancelled and will cease to exist, and no consideration will be paid, nor will any right inure or be made with respect thereto in connection with or as a consequence of the Mergers.

At the Company Merger Effective Time and as a result of the Company Merger, each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Company Merger Effective Time will be cancelled and converted into the right to receive a cash payment (subject to applicable withholding taxes) equal to the Company RSU Award Consideration.

From and after the Partnership Merger Effective Time, all Operating Partnership Common Units (other than Operating Partnership Common Units held by the Parent Parties or their respective subsidiaries or any of the Acquired Companies) will no longer be outstanding and will be automatically cancelled and will cease to exist, and each holder of Operating Partnership Common Units (other than Operating Partnership Common Units held by the Parent Parties or their respective subsidiaries or any of the Acquired Companies) will cease to have any rights with respect thereto, except for the right to receive the Partnership Merger Consideration therefor in accordance with the terms of the Merger Agreement.

The Company Merger Consideration paid upon proper surrender of any certificates (or automatically in the case of book-entry Company Common Shares) will be deemed to have been paid in full satisfaction of all rights pertaining to such certificates or book-entry shares.

From and after the Company Merger Effective Time, all Company Common Shares will no longer be outstanding and will be automatically cancelled and will cease to exist, and each holder of a Company Common Share will cease to have any rights with respect thereto, except for the right to receive the Company Merger Consideration therefor in accordance with the terms of the Merger Agreement.

At or prior to the Partnership Merger Effective Time, Parent will deposit, or cause to be deposited, with a nationally recognized, reputable U.S. bank or trust company that is subject to the Company’s reasonable prior approval (the “Paying Agent”) cash in U.S. dollars in an amount that is sufficient in the aggregate to enable the Paying Agent to make the payments of the Company Merger Consideration and the Partnership Merger Consideration (the “Exchange Fund”). In the event the Exchange Fund is insufficient to make such payments, Parent will promptly deposit, or cause to be deposited, with the Paying Agent such additional funds to ensure that the Paying Agent has sufficient funds to make such payments. The Paying Agent will make payments, in accordance with the Paying Agent’s customary procedures, of the Company Merger Consideration and Partnership Merger Consideration in accordance with the terms of the Merger Agreement.

As soon as practicable after the Partnership Merger Effective Time (and in no event later than three business days after the Partnership Merger Effective Time), Parent or the Surviving Partnership will cause the Paying Agent to issue and deliver to each holder of Operating Partnership Common Units (other than Operating Partnership Common Units held by the Acquired Companies or the Parent Parties and their affiliates) as of immediately prior to the Partnership Merger Effective Time a check or wire transfer representing the applicable Partnership Merger Consideration out of the Exchange Fund that such holder has the right to receive, without such holder being required to deliver an executed letter of transmittal to the Paying Agent. Subject to and in accordance with the Paying Agent’s customary procedures and such other procedures as agreed by the Company, Parent and the Paying Agent, such Operating Partnership Common Units will be automatically cancelled. No interest will be paid or accrued for the benefit of holders of Operating Partnership Common Units on the Partnership Merger Consideration payable in respect of such Operating Partnership Common Units.

As soon as practicable after the Company Merger Effective Time (and in no event later than three business days after the Company Merger Effective Time), Parent or the Surviving Entity will cause the Paying Agent to mail to each person that was, immediately prior to the Company Merger Effective Time, a holder of record of Company Common Shares represented by certificates (each, a “Certificate” and collectively, the “Certificates”), which Company Common Shares were converted into the right to receive the Company Merger Consideration at the Company Merger Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal, which will be in a customary form reasonably acceptable to the Company and Parent prior to the Company Merger Effective Time and will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent, will have a customary release of all claims against Parent, REIT Merger Sub and the Company arising out of or related to such holder’s ownership of Company Common Shares and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Company Merger Consideration, the forms of which will be subject to the reasonable approval of the Company prior to the Company Merger Effective Time.

Upon surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu of a Certificate as described below), together with delivery of a properly executed letter of transmittal, the holder of such Certificates will be entitled to receive the amount of cash to which such holder (or transferee) is entitled pursuant to the Merger Agreement, and any Certificate so surrendered will be cancelled. No interest will be paid or accrued on any amount payable upon due

surrender of any such Certificate. Exchange of book-entry shares representing Company Common Shares will be effected in accordance with The Depository Trust Company’s customary procedures with respect to securities represented by book entry. If any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if requested by Parent, the posting by such person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent (or, if subsequent to the termination of the Exchange Fund, Parent) will issue, in exchange for such lost, stolen or destroyed Certificate, the Company Merger Consideration into which the Company Common Shares represented by such Certificate.

On or after the first anniversary of the Company Merger Effective Time, the Surviving Entity will be entitled to cause the Paying Agent to deliver to the Surviving Entity or the Surviving Partnership, as applicable, any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Company Common Shares or Operating Partnership Common Units (in each case as of immediately prior to the Partnership Merger Effective Time), as applicable, and thereafter, such holders will be entitled to look to Parent, the Surviving Entity or the Surviving Partnership, as applicable, with respect to the cash amounts payable upon surrender of their Company Common Shares or Operating Partnership Units, as applicable. None of Parent, the Surviving Entity, the Surviving Partnership or the Paying Agent or any other person will be liable to any holder of Company Common Shares or Operating Partnership Units for any Company Merger Consideration or Partnership Merger Consideration, respectively, or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by such holders of Company Common Shares or Operating Partnership Common Units immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any governmental authority will, to the extent permitted by applicable law, become the property of the Surviving Entity or Surviving Partnership, respectively, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto.

As of the Company Merger Effective Time, the Company’s share transfer books will be closed and thereafter there will be no further registration of transfers of Company Common Shares on the Company’s records. If, after the Company Merger Effective Time, book-entry shares representing Company Common Shares are presented to the Surviving Entity for transfer, they will be cancelled and exchanged as provided in the Merger Agreement.

As of the Partnership Merger Effective Time, the Operating Partnership’s unit transfer books will be closed, and thereafter, there will be no further registration of transfers of Operating Partnership Common Units on the Operating Partnership’s records.

The Company and the Operating Partnership have made customary representations and warranties in the Merger Agreement that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letter delivered in connection therewith. These representations and warranties relate to, among other things:

Many of the Company’s and the Operating Partnership’s representations and warranties are qualified by the concept of a “material adverse effect.” Under the Merger Agreement, a “Company material adverse effect” means, with respect to the Company and the Operating Partnership, any change, occurrence, effect, event, circumstance or development (each an “effect”, and collectively, “effects”), that, individually or in the aggregate, with any other effects, (i) would, or would reasonably be expected to, prevent or materially impair or materially delay the ability of the Acquired Companies to consummate the transactions contemplated in the Merger Agreement or (ii) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, properties, liabilities, financial condition or results of operations of the Acquired Companies, taken as a whole; provided, however, solely with respect to clause (ii), that no effect directly or indirectly resulting from, attributable to or arising out of any of the following will (either alone or in combination) be deemed to be or constitute a “Company material adverse effect,” and no effect directly or indirectly resulting from, attributable to or arising out of any of the following will be taken into account when determining whether a Company material adverse effect has occurred, or would reasonably be expected to occur except (solely with respect to the first six bullet points below) to the extent such effects disproportionately affect the Acquired

Companies in a manner relative to other similarly situated companies operating in the industry in which the Acquired Companies operate (in which case, the incremental disproportionate effects may be taken into account in determining whether there has occurred a “Company material adverse effect”):

The Merger Agreement also contains customary representations and warranties made, jointly and severally, by Parent Parties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in the disclosure letter delivered in connection therewith. These representations and warranties relate to, among other things:

The representations and warranties of each of the parties to the Merger Agreement will expire at the Company Merger Effective Time.

The Company has agreed that, subject to certain exceptions in the Merger Agreement and the disclosure letter delivered in connection therewith, from and after the date of the Merger Agreement until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms (the “Interim Period”), the Company will, and will cause each subsidiary of the Company to:

The Company has also agreed that, subject to certain exceptions in the Merger Agreement and the disclosure letter delivered in connection therewith, during the Interim Period, the Company will not, and will not cause or permit any other subsidiary of the Company to, do any of the following without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned):

Notwithstanding the foregoing, nothing contained in the Merger Agreement will give the Parent Parties, directly or indirectly, the right to control or direct any of the Acquired Companies’ operations prior to the Partnership Merger Effective Time or the Company Merger Effective Time, as applicable. Prior to the Partnership Merger Effective Time or the Company Merger Effective Time, as applicable, the Company or the Operating Partnership, as applicable, will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its and its subsidiaries’ respective operations.

Notwithstanding anything to the contrary set forth in the Merger Agreement, nothing will prohibit the Company from taking any action, or refraining from taking any action, at any time or from time to time, if in the reasonable good faith judgment of the Board (or a committee thereof), upon written advice of counsel to the Company, prior notice to Parent, and (to the extent practicable) after consulting with Parent, such action or inaction is reasonably necessary (i) for the Company to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Company Merger Effective Time or avoid or to continue to avoid incurring entity level income or excise taxes under the Code, or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that any of the Acquired Companies be registered as an investment company under the Investment Company Act of 1940, as amended, including in the case of clause (i) only, making dividend or any other actual, constructive or deemed distribution payments to shareholders of the Company in accordance with or as otherwise permitted by the Merger Agreement.

During the Go-Shop Period, the Company, its subsidiaries and its representatives have the right to, directly or indirectly:

Commencing on the No-Shop Period Start Date, the Company must promptly (and in any event within 24 hours) (i) notify Parent in writing of the identity of each person from whom the Company or any of its subsidiaries received a bona fide written competing proposal after the execution of the Merger Agreement and prior to the No-Shop Period Start Date, (ii) provide Parent a list identifying each Excluded Party as of the No-Shop Period Start Date, and (iii) provide Parent a copy of each such competing proposal and a written summary of any modifications to the financial and other material terms thereof.

Promptly after the No-Shop Period Start Date (and, in any event, within 24 hours thereafter), the Company must, (i) except if the Company has already done so in respect of the applicable confidentiality agreement, request each person (other than Parent, its affiliates and their respective representatives) that has executed (within one year prior to the date of the Merger Agreement) a confidentiality agreement in connection with any competing proposal or its consideration of any competing proposal to promptly return or destroy all nonpublic information furnished to such person by or on behalf of the Company, the Operating Partnership or any of the Acquired Companies prior to the No-Shop Period Start Date and (ii) terminate any data room or other diligence access to each such person (and its representatives) described in clause (i); provided that the Company will not be required to take any such action in respect of any third party who is an Excluded Party unless and until such third party ceases to be an Excluded Party.

Except as expressly permitted in the Merger Agreement, during the period commencing on (i) (a) with respect to any third party who is an Excluded Party as of the No-Shop Period Start Date, the date on which such third party is no longer an Excluded Party, or (b) with respect to any other person, the No-Shop Period Start Date, and (ii) continuing until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms, the Company and its subsidiaries will, and will use its reasonable best efforts to cause their respective representatives to, promptly cease any solicitation, discussions, or negotiations with any persons that may be ongoing with respect to a competing proposal and promptly terminate all physical and electronic dataroom access granted to any such person or its representatives, and not directly or indirectly:

From and following the No-Shop Period Start Date and prior to obtaining the shareholder approval, the Company may, directly or indirectly through one or more of its representatives, participate or engage in discussions or negotiations with, enter into an Acceptable Confidentiality Agreement with, and subject to such Acceptable Confidentiality Agreement, (i) furnish information (including non-public information) relating to any of the Acquired Companies to, or (ii) afford access to the business, properties, assets, books, records or other non-public information, or to any personnel of any of the Acquired Companies to, any person or group of persons that has made, renewed or delivered to the Company an unsolicited competing proposal after the date of the Merger Agreement that did not result from a breach of certain obligations of the Company as specified in the Merger Agreement in any material respect and to such person’s representatives (including potential financing sources of such person) and otherwise facilitate such competing proposal or assist such person (and its representatives and financing sources) with such competing proposal; provided, that:

In addition, the Acquired Companies and their representatives may (i) contact and engage in any communications, negotiations or discussions in order to seek to clarify and understand the terms and conditions of any inquiry or proposal made by any person solely to determine whether such inquiry or proposal constitutes or is reasonably likely to result in a Superior Proposal, and (ii) inform a person that has made or is considering making a competing proposal of the applicable provisions of the Merger Agreement.

During the period commencing on the No-Shop Period Start Date and continuing until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms, the Company will promptly (but no later than 24 hours) after receipt of any competing proposal (other than with respect to an Excluded Party, until such time as such person is no longer an Excluded Party):

The Company has also agreed that none of the Acquired Companies will enter into any confidentiality agreement with any person which prohibits any of the Acquired Companies from providing any information required to be provided to Parent in accordance with the terms of the Merger Agreement.

During the period commencing on the No-Shop Period Start Date and continuing until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms, the Company will not grant any waiver or release under any standstill, confidentiality or similar agreement or provision to which the Company or any of its subsidiaries is a party; provided, however, prior to receipt of the shareholder approval, the Company may grant a waiver or release under any such standstill, confidentiality or similar agreement or provision, solely to allow for a competing proposal or amendment to a competing proposal to be made to the Board (provided, that such waiver contains an express acknowledgment that such person cannot, directly or indirectly, acquire any securities of the

Company or its subsidiaries prior to termination of the Merger Agreement in accordance with its terms), if the Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that the failure to take such action would be inconsistent with the duties of the trustees of the Board under applicable law.

Except in certain circumstances specified in the Merger Agreement, during the period commencing on the date of the Merger Agreement and continuing until the earlier of the Company Merger Effective Time or termination of the Merger Agreement in accordance with its terms, the Board will not:

Any action in the first five bullet points above is referred to as an “Adverse Recommendation Change.”

At any time prior to obtaining the shareholder approval, if the Company receives a written competing proposal that the Board (or, if appropriate, any committee thereof) has determined in good faith based upon the information then-available (after consultation with the Company’s financial advisor and outside legal counsel) constitutes a Superior Proposal, then the Board (or, if appropriate, any committee thereof) may make an Adverse Recommendation Change with respect to such competing proposal or terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to such competing proposal substantially concurrently with such termination (and provided, that prior to or concurrently with, and as a condition to the effectiveness of, such termination the Company pays the Company Termination Payment in full to Parent); provided, however, that the Board (or any committee thereof) will not take any such action, unless:

For purposes of the Merger Agreement, “intervening event” means a change in circumstances or development occurring or arising after the date of the Merger Agreement that materially affects the business, assets or operations of the Acquired Companies, taken as a whole, and that was not known or reasonably foreseeable to the Board prior to the execution of the Merger Agreement (or, if known, the material consequences of which were not reasonably foreseeable to the Board), and does not relate to the Parent Parties or their affiliates, which change in circumstances or development becomes known to the Board prior to receipt of the shareholder approval; provided, however, none of the following will constitute, or be considered when determining when there has been an intervening event: (i) existence or terms of a competing proposal or (ii) changes in the market price or trading volume of Company Common Shares or the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact will not be excluded by this clause (ii) in determining whether an “intervening event” has occurred).

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to receipt of the shareholder approval, the Board (or, if appropriate, any committee thereof) may effect an Adverse Recommendation Change in response to an intervening event, subject to certain requirements set forth in the Merger Agreement, if the Board (or, if appropriate, any committee thereof) determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel), that the failure to do so would be inconsistent with the duties of the trustees of the Board under applicable law; provided, however, that the Board (or any committee thereof) will not take any such action, unless:

Nothing contained in the Merger Agreement prohibits the Company, the Board or the Company’s representatives from:

Under the Merger Agreement, the Company is required, as promptly as reasonably practicable following the clearance of the proxy statement by the SEC, in accordance with applicable law and the Company’s organizational documents and after consultation with Parent, to set a record date for, duly call, give notice of, convene and hold a Special Meeting of the Company’s shareholders for the purpose of obtaining the shareholder approval. The Company may postpone, recess or adjourn the Special Meeting, following consultation with Parent, solely:

provided, that no such adjournment or postponement pursuant to the second or third bullet point above will delay the Special Meeting by more than 20 days, in the aggregate, from the prior-scheduled date. Notwithstanding the foregoing, the Company will, at the request of Parent, to the extent permitted by law, adjourn the Special Meeting to a date mutually agreed to by the Company and Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of Company Common Shares for the shareholder approval; provided, that no such adjournment pursuant to this sentence will be required to be for a period exceeding 10 days, in the aggregate.

Except in the case of an Adverse Recommendation Change (as discussed in the section of this proxy statement captioned “The Merger Agreement—Competing Proposals and Obligations of the Board with Respect to its Recommendation”), the Company, through the Board, will (i) recommend to its shareholders that they approve the Company Merger and (ii) include such recommendation in this proxy statement.

Each party to the Merger Agreement has agreed to, and will cause their respective subsidiaries to, use its reasonable best efforts to, as promptly as practicable and in any event prior to the Outside Date:

Each of the parties will use, and cause each of their respective affiliates to use, its and their respective commercially reasonable efforts in obtaining all necessary consents from any persons (other than governmental authorities) required for or triggered by the Mergers and the other transactions contemplated by the Merger Agreement (excluding any Assumption); provided, that neither the Company nor any of the Acquired Companies will be required to become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its subsidiaries, unless (i) such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or its subsidiaries only from and after the Closing in the event that the Closing occurs and (ii) Parent has consented to such requirement, condition, understanding, agreement or order; provided, further, that in no event will the Company or any of its subsidiaries be required to pay (and the Company Parties will not, without the consent of Parent, commit to pay), directly or indirectly, prior to the Closing any fee, penalty or other consideration, or incur any liability, to any third party for any non-governmental consent. The Company will have satisfied these obligations if the Company uses its commercially reasonable efforts to comply with such obligations whether or not any non-governmental consents are successful or obtained.

Each of the parties will, and will cause their respective affiliates to, furnish the other with such necessary information and reasonable assistance as requested by the other in connection with the preparation of any such required applications, notices, registrations and requests, as may be required or advisable to be filed with any governmental authority, and each party will cooperate in responding to any inquiry from a governmental authority, including promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a governmental authority, and supply each other with copies of all material correspondence, filings or communications with respect to the Merger Agreement between either party and any governmental authority. To the extent reasonably practicable, the parties or their representatives will have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their affiliates that appears in any filing made with, or written materials submitted to, any governmental authority in connection with the Mergers and the other transactions contemplated by the Merger Agreement (except that confidential competitively sensitive business information may be redacted from such exchanges). To the extent reasonably practicable, neither party nor their respective representatives will participate independently in any meeting or engage in any conversation with any governmental authority in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or substantive conversation and, to the extent permitted by applicable law, without giving the other party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such governmental authority.

Parent has agreed, on behalf of itself and its affiliates, that, between the date of the Merger Agreement and the Closing, Parent will not, and will cause its affiliates not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license), by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, or take any other action or refrain from taking any action, if doing so could (i) result in any material delay in obtaining, or increase the risk of not obtaining, any consent of any governmental authority or any non-governmental consent in connection with the Mergers and the other transactions contemplated by the Merger Agreement or (ii) restrict, prevent, prohibit, impede or materially delay the consummation of the Mergers and the other transaction contemplated by the Merger Agreement. Nothing contained in the Merger Agreement will permit any Parent Party, directly or indirectly, the right to control or direct the operations of either Company Party prior to the consummation of the Mergers. Prior to the Closing, the Company Parties will exercise, consistent with the terms and conditions of the Merger Agreement, complete unilateral control and supervision over their respective business operations.

Notwithstanding anything to the contrary in the Merger Agreement, nothing set forth in the Merger Agreement, requires Brookfield Corporation or any of its affiliates (in each case other than Parent and its subsidiaries, the Company and its subsidiaries, and, following the Closing, the Surviving Entity, the Surviving Partnership and their respective subsidiaries) to agree to any action or otherwise be required to take any action, including selling, divesting, disposing of, licensing, holding separate, giving any undertaking or any other action that limits in any respect its freedom of action with respect to, or ability to retain, develop or acquire, any properties, assets, business, products, rights, services or licenses, of Brookfield Corporation or its affiliates (in each case other than Parent and its subsidiaries, the Company and its subsidiaries, and, following the Closing, the Surviving Entity, the Surviving Partnership and their respective subsidiaries).

The Company Parties and their representatives are required to promptly notify the Parent Parties, and the Parent Parties and their representatives are required to promptly notify the Company Parties, of any action, including legal proceedings, commenced or threatened against such party or any of its subsidiaries, respectively, or any of their respective trustees, directors, officers or partners relating to the Merger Agreement or the transactions contemplated by the Merger Agreement, and to keep the other parties, as applicable, reasonably informed with respect to the status of any such transaction litigation. The Company Parties and their representatives will give Parent the opportunity to reasonably participate in the defense and settlement of any shareholder or unitholder litigation against the Company Parties or any of their respective trustees, directors, officers or partners relating to the Merger Agreement and the transactions contemplated by the Merger Agreement. The Parent Parties and their respective representatives will give the Company Parties the opportunity to reasonably participate in the defense. Neither the Company nor any Parent Party will enter into any settlement in respect of any litigation against the Parent Parties or the Company Parties, as applicable, or any of their respective trustees, directors, officer or partners relating to the Merger Agreement and the transactions contemplated by the Merger Agreement, without the other party’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

From and after the Company Merger Effective Time, the Surviving Partnership and the Surviving Entity will (and Parent will cause the Surviving Partnership and the Surviving Entity or any of their respective subsidiaries or affiliates to) assume and honor all Company benefit plans in accordance with their terms as in effect immediately prior to the Company Merger Effective Time or as such terms may be amended in accordance with the applicable Company benefit plans after the Company Merger Effective Time. Notwithstanding the foregoing, for a period of 12 months after the Closing Date, Parent will, or will cause the Surviving Partnership and the Surviving Entity or one of their respective subsidiaries or affiliates to, provide to each individual who is employed by an Acquired Company as of immediately prior to the Company Merger Effective Time and who continues to be actively employed by the Surviving Entity or the Surviving Partnership (or any other Acquired Company), referred to herein as a “Continuing Employee” during such Continuing Employee’s period of employment with Parent, the Surviving Partnership, the Surviving Entity or any of their respective subsidiaries or affiliates (i) an annual base salary or hourly wage rate (as applicable) at least equal to the annual base salary or hourly wage rate (as applicable) provided to such Continuing Employee immediately prior to the Company Merger Effective Time, (ii) target annual cash bonus opportunities that are no less favorable than the target annual cash bonus opportunities provided to such Continuing Employee immediately prior to the Company Merger

Effective Time, (iii) severance benefits and protections that are no less favorable than the severance benefits and protections provided to such Continuing Employee immediately prior to the Company Merger Effective Time and (iv) retirement, health, welfare and employee and fringe benefits (excluding change in control, retention, severance, post-employment welfare, and defined benefit pension benefits), that are no less favorable in the aggregate than those provided to such Continuing Employee immediately prior to the Company Merger Effective Time. In addition, Parent will, or will cause the Surviving Partnership and the Surviving Entity or one of their respective subsidiaries or affiliates to, continue to maintain the Company’s 401(k) plan during the period commencing as of the Closing and continuing until December 31^st of the plan year in which the Closing occurs on terms no less favorable to participants than those in effect immediately prior to the Company Merger Effective Time and to make safe harbor nonelective and discretionary nonelective contributions thereunder (“Employer Contributions”) with respect to the plan year in which the Closing occurs that are calculated on a basis and funded on a frequency that are no less favorable to participants than the basis and frequency used to calculate and fund such Employer Contributions with respect to the plan year immediately prior to the year in which the Closing Date occurs.

For purposes of vesting, eligibility to participate and for calculating severance and vacation entitlements and accruals under the employee benefit plans of Parent, the Surviving Partnership, the Surviving Entity or any of their respective subsidiaries or affiliates (each, a “New Plan”), each Continuing Employee will be credited with his or her years of service with the Company, its affiliates or their respective predecessors before the Company Merger Effective Time, to the same extent as such Continuing Employee was entitled before the Company Merger Effective Time, to credit for such service under any similar Company benefit plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Company Merger Effective Time; provided, that the foregoing will not apply to the extent that its application would result in a duplication of benefits. In addition, (i) each Continuing Employee will be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent that coverage under such New Plans replaces a Company benefit plan in which such Continuing Employee participated immediately prior to the Company Merger Effective Time (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Parent will (or will cause the Surviving Entity to) cause all eligibility waiting periods, pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her spouse and any covered dependent(s), unless such conditions would not have been waived under the comparable Old Plans, and Parent will (or will cause the Surviving Entity to) cause any eligible expenses incurred by such Continuing Employee and his or her spouse and any covered dependent(s) during the portion of the plan year of the Old Plans ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her spouse and any covered dependent(s) for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

None of the foregoing employee matters covenants (i) will limit the ability of Parent, the Company Parties, the Surviving Partnership, the Surviving Entity or any of their respective affiliates to amend, modify, or terminate any benefit or compensation plan, policy, program, agreement, contract or arrangement at any time assumed, established, sponsored or maintained by any of them (subject to the obligations set forth in the foregoing employee matters covenants), (ii) will be deemed or construed to amend, establish, or modify any benefit or compensation plan, policy, program, agreement, contract or arrangement, (iii) shall prevent Parent, the Company Parties, the Surviving Partnership, the Surviving Entity or any of their respective affiliates from terminating the employment of any Continuing Employee, or (iv) create any third party beneficiary rights in any person (including to enforce the provisions of the Merger Agreement or any right to employment or continued employment, and including any rights in any Continuing Employee or any dependent or beneficiary thereof).

The Mergers are not conditioned on any financing arrangements. The Parent Parties have represented in the Merger Agreement that Parent, REIT Merger Sub or Operating Merger Sub had fully paid any and all commitment fees or other fees due as of or prior to the date of the Merger Agreement in connection with the Financing Commitment Letters. The Parent Parties have also represented that the net proceeds contemplated by the Financing Commitment Letters (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letters) in the aggregate will be sufficient for the Parent Parties and the Surviving Entity to pay all amounts required to be paid by them on the Closing Date in connection with the Mergers and Financing Commitment Letters (including payment of the Company Merger Consideration, payment of the Partnership Merger Consideration, repayment or assumption of debt

of any Acquired Company contemplated by the Merger Agreement or the Debt Commitment Letters, payment of all amounts discussed in the section of this proxy statement captioned “The Mergers—Interests of the Company’s Trustees and Executive Officers in the Mergers—Treatment of Company RSU Awards,” in each case, on the Closing Date, and payment of all other fees and expenses and obligations required to be paid or satisfied by Parent, REIT Merger Sub or Operating Merger Sub on the Closing Date in connection with the Mergers and the Financing).

Prior to the Closing Date, upon the request of the Company, Parent will keep the Company reasonably informed in reasonable detail of the status of its efforts to arrange and consummate the Debt Financing. Parent has agreed that obtaining the Debt Financing is not a condition to Closing and that the consummation of the transactions contemplated by the Merger Agreement will not be conditioned on, or delayed or postponed as a result of the obtaining of (or failure to obtain) the Debt Financing.

Prior to the Closing Date, the Company will use its commercially reasonable efforts to provide, and to cause its representatives to provide, and to cause each of its subsidiaries to use their commercially reasonable efforts to provide, to the Parent Parties, in each case at Parent’s sole expense, all cooperation reasonably necessary and customary in connection with the arrangement of the Debt Financing, which cooperation is reasonably requested in writing by Parent and will include using commercially reasonable efforts to:

The Company must use commercially reasonable efforts to deliver to Parent at least two business days prior to the Closing Date an appropriate and customary payoff letter with respect to the indebtedness set forth in the disclosure letter (the “Payoff Letters”), specifying the aggregate payoff amount of the Company’s or the Operating Partnership’s obligations that will be outstanding under such indebtedness as of the Closing and providing for a release of all guarantees (subject to customary surviving obligations) and liens, if any, thereunder upon the receipt of the payoff amounts specified in the Payoff Letters (it being understood and agreed that the Parent Parties will be responsible for paying all amounts under the Payoff Letters, and which releases will only be effective at or after the Closing).

Upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will use, and cause each of its subsidiaries to use, its and their respective commercially reasonable efforts to take any actions that are reasonably requested by Parent in writing to obtain any Assumption. However, in addition to other actions specified in the Merger Agreement, no Acquired Company will be required to:

Obtaining any Assumption is not a condition to Closing and the consummation of the transactions contemplated by the Merger Agreement will not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) any Assumption. For the avoidance of doubt, the parties acknowledge and agree that the provisions set forth in the Merger Agreement regarding the Assumption represent the sole obligation of the Acquired Companies and their respective affiliates with respect to cooperation in connection with the Assumptions.

The Company will have satisfied its obligations discussed above if the Company used its commercially reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company will not be required to provide, or cause its subsidiaries or its or its subsidiaries’ representatives to provide, cooperation to the extent that it:

In no event will the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Acquired Companies or any of their respective affiliates or representatives) or expense (including legal and accounting expenses) in connection with assisting the Parent Parties in arranging the Financing or any Assumption or as a result of any information provided by the Acquired Companies or any of their respective affiliates or representatives in connection with the Financing or any Assumption.

Notwithstanding anything to the contrary, the Company, its subsidiaries and its representatives will be deemed to have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by it in respect of the foregoing covenants, and any breach of such covenants will not be considered in determining the satisfaction of any condition to Closing, unless such breach is a material breach that is a consequence of a deliberate act or omission undertaken by the Company with the actual knowledge or intent that the taking of such act or failure to take such action would cause or constitute a material breach.

Each Parent Party has agreed to use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing in an amount required to satisfy the Required Amount not later than the Closing Date on the terms and conditions described in or contemplated by the Financing Commitment Letters (or on other terms with respect to conditionality, availability, timing and amount that are not less favorable to the Parent Parties than those set forth in the Financing Commitment Letters on the date of the Merger Agreement and otherwise on terms and conditions as would not have certain results, events or consequences set forth in the Merger Agreement), including using reasonable best efforts to:

None of the Parent Parties will permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, (i) the Equity Commitment Letter (other than to increase the amount of equity financing available thereunder), (ii) the Guarantee or (iii) the Debt Commitment Letters, in each case, without the prior written consent of the Company, if such amendment, restatement, supplement, termination, modification or waiver would (a) impose new or additional conditions precedent to the funding of the Financing or would otherwise adversely change, amend, modify or expand any of the conditions precedent to the funding of the Financing, (b) be reasonably expected to prevent or delay the availability of all or a portion of the Financing necessary to pay the Required Amount or the consummation of the transactions contemplated

by the Merger Agreement, (c) reduce the aggregate amount of the Financing below the amount necessary to pay the Required Amount, or (d) otherwise adversely affect the ability of Parent, REIT Merger Sub or Operating Merger Sub to enforce their rights under the Financing Commitment Letters; provided, that, Parent may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letters as of the date of the Merger Agreement, subject to the restrictions set forth in the Confidentiality Agreement.

In the event that, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations, any portion of the Debt Financing in an amount required to pay the Required Amount becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, Parent will use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, notify the Company of such unavailability and Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing on terms and conditions not less favorable to Parent (as determined in the reasonable judgment of Parent) than the terms and conditions contained in the Debt Commitment Letters in an amount sufficient, when added to the portion of the Financing that is and remains available and taking into account any available Equity Financing (as defined in the Merger Agreement), to pay the Required Amount (“Alternative Financing”) and to obtain and promptly provide the Company with a copy of the new executed commitment letter that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”).

Parent will give the Company prompt written notice after the Parent Parties obtain knowledge (i) of any default or breach (or any event that, with or without notice, lapse of time or both, could, or could reasonably be expected to, give rise to any default or breach) by any party under any of the Financing Commitment Letters or the Definitive Financing Agreements, (ii) of any termination of any of the Financing Commitment Letters, (iii) of the receipt by the Parent Parties of any written notice or other written communication from any investor or Debt Financing Source with respect to any (a) actual or potential default, breach, termination or repudiation of any Financing Commitment Letter or any Definitive Financing Agreement, or any material provision thereof, in each case by any party thereto, or (b) material dispute or disagreement between or among any parties to any Financing Commitment Letter or the Definitive Financing Agreements that would reasonably be expected to prevent or materially delay the Closing or make the timely funding of the Financing required to pay the Required Amount on the Closing Date materially less likely to occur or give rise to a right of termination under any such arrangement and (iv) of the occurrence of any event or development that would reasonably be expected to adversely impact the ability of the Parent Parties to obtain all or any portion of the Financing necessary to pay the Required Amount. Without limitation of the foregoing, upon the request of the Company from time to time, Parent will promptly update the Company on the activity and developments of its efforts to arrange and obtain the Financing, including by providing copies of all definitive agreements (and drafts of all offering documents and marketing materials) related to the Financing, and any amendments, modifications or replacements to any Financing Commitment Letters (or any Alternative Financing Commitment Letter).

Each of the Parent Parties will, and will cause their respective subsidiaries and affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain or complete the Assumptions.

During the period between the No-Shop Period Start Date and the earlier to occur of the Company Merger Effective Time and termination of the Merger Agreement in accordance with its terms, the Company will use commercially reasonable efforts to provide cooperation and assistance as Parent may reasonably request in writing to:

provided, however, that:

The Merger Agreement contains certain other covenants of the parties to the Merger Agreement relating to, among other things:

The obligations of each party to the Merger Agreement to effect the Mergers and to consummate certain other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, valid waiver by each of the parties, at or prior to Closing, of the following conditions:

The obligations of the Parent Parties to effect the Mergers and to consummate certain other transactions contemplated by the Merger Agreement are subject to the satisfaction or, to the extent permitted by law, waiver by Parent, at or prior to the Closing, of the following additional conditions: