UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2014 • Ontario
Contract Type FiledMay 6th, 2014 JurisdictionNational Bank Financial Inc. and GMP Securities L.P. (together, the "Lead Underwriters"), BMO Nesbitt Burns Inc., Canaccord Genuity Corp., Scotia Capital Inc., Dundee Securities Ltd., Manulife Securities Incorporated., Raymond James Ltd., Desjardins Securities Inc., Laurentian Bank Securities Inc. and All Group Financial Services Inc. (together, with the Lead Underwriters, the "Underwriters") understand that NorthWest International Healthcare Properties Real Estate Investment Trust (the "REIT") desires to issue and sell to the Underwriters, or to substituted purchasers in the United States who agree to make such purchases in the place of the Underwriters, an aggregate of 9,756,098 trust units in the capital of the REIT (the "Offered Units"), at a price of $2.05 per Offered Unit (the "Offering Price") for an aggregate purchase price of $20,000,000 (the "Aggregate Purchase Price"), subject to the terms and conditions set out below.