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Make-whole Where a holder elects to convert its Notes in connection with a make-whole fundamental change or a redemption notice, the Company will, under certain circumstances, increase the conversion rate by a number of additional common shares based on a table, so that the specified make-whole is lower for (fundamental change or redemption) triggering dates closer to the maturity date. ...

Qualifying Holdco Alternative Metro will permit each registered owner (a "Qualifying Holdco Shareholder") that is resident in Canada, is not exempt under Part I of the Tax Act (including a partnership if all of the members of the partnership are resident in Canada), transfers all of its Shares to the Qualifying Holdco and elects in respect of such Shares to include in the Amalgamation a corporation (a "Qualifying Holdco") that meets conditions including those described below (the "Holdco Alternative"): the Qualifying Holdco was incorporated under the QBCA not earlier than January 15, 2018, unless written consent is obtained from Metro; such Qualifying Holdco will not be comprised of more than three classes of shares, two classes of common shares and one class of preferred shares, the terms and conditions of which will be determined in consultation with Metro; such Qualifying Holdco is a single purpose corporation that has not carried on any business, has no employees, never holds any assets other than Shares and nominal cash, has never entered into any transaction other than under the Holdco Alternative except as consented to by Metro; such Qualifying Holdco has no liabilities; such Qualifying Holdco will not have unpaid declared dividends and will not have paid any dividends or other distributions, other than an increase in stated capital, a stock dividend, a cash dividend financed with a daylight loan or a dividend paid through the issuance of a promissory note with a determined principal amount and any such promissory note issued in relation to the payment of any such dividend will have been capitalized into such Qualifying Holdco and no longer be outstanding as of the Effective Time; without written Metro consent, such Qualifying Holdco will not have made any election or designation under the Tax Act other than eligible dividend designations and any s. 85 election; such Qualifying Holdco will have no shares outstanding other than shares held by such Qualifying Holdco Shareholder or its Qualifying Holdco Shareholder Subsidiary; such Qualifying Holdco will have not more than three directors and three officers; such Qualifying Holdco Shareholder will at its cost and in a timely manner prepare and file all income tax returns of such Qualifying Holdco in respect of the taxation year of such Qualifying Holdco ending immediately prior to the Amalgamation, subject to Metro's right to approve all such returns as to form and substance; such Qualifying Holdco Shareholder will indemnify PJC and Metro, and any successor thereof, for any and all liabilities of such Qualifying Holdco in a form satisfactory to Metro acting reasonably; access to the books and records of such Qualifying Holdco will have been provided; the terms and conditions of such Holdco Alternative must be satisfactory to Metro and PJC; and such Qualifying Holdco Shareholder will be required to pay all reasonable out-of-pocket expenses incurred by Metro or PJC in connection with the Holdco Alternative Canadian tax consequences A Resident Holder whose Shares are converted into Amalco Redeemable Shares and/or Metro Shares on the Amalgamation will not realize any capital gain or capital loss as a result of the conversion. ...

As a result, no double taxation should result from any capital gain being allocated by the Trust to Unitholders in connection with the redemption of their Units. ...

CVRs may not be transferred other than (i) upon the death of a holder, by will or intestacy; (ii) pursuant to a court order; (iii) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (iv) in the case of CVRs held through book-entry or other similar nominee form, from a nominee to the beneficial owner. ...

In addition, in connection with the Acquisition, Unitholders and holders of Class B LP Units will receive a one-time special distribution of $0.50 per unit funded by CAPREIT. ...

.”); and Class B Units, which will be issued to 3iQ Bitcoin Trust and distributed to its unitholders in connection with the merger of 3iQ Bitcoin Trust into the Fund (the “Merger”) and which will be reclassified, on the closing of the Offering. into that number of Class A Units based on the Net Asset Value per Class B Unit divided by the Net Asset Value per Class A Unit. ...