TERMINATION AGREEMENT

This Termination Agreement (the “Agreement”) is made as of the 12th day of May, 2025 by and among DRI Healthcare Trust (the “Trust”), an unincorporated open-ended trust under the laws of Ontario, DRI Capital Inc. (the “Manager”), a corporation existing under the federal laws of Canada, and Persis Holdings Ltd (the “Manager Parent”), a corporation existing under the laws of British Columbia.

RECITALS:

(a) The Trust and the Manager are party to that certain management agreement dated January 24, 2021 (the “Management Agreement”), pursuant to which the Manager agreed to provide certain management, operational, and advisory services to the Trust and its Affiliates.

(b) The parties wish to provide for the termination of the Management Agreement on the terms and conditions set forth herein.

NOW THEREFORE in consideration of the mutual covenants in this Agreement and for other consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

In this Agreement, capitalized terms used but not defined herein have the meanings ascribed thereto in the Management Agreement. In addition, as used in this Agreement, the following terms have the following meanings:

(a) “Accrued Fees and Expenses” means the aggregate sum of: (i) all Management Fees, Performance Fees and any other fees owed to the Manager under the Management Agreement accrued and payable up to, but excluding, the Effective Date; and (ii) reimbursement of all Client Expenses in accordance with the Management Agreement accrued and payable up to, but excluding, the Effective Date.

(b) “Affiliates” shall have the meaning ascribed thereto in the Management Agreement, provided however that neither the Manager nor the Manager Parent shall be deemed to be Affiliates of the Trust or any of its subsidiaries for purposes of this Agreement.

(c) “Agreement” has the meaning ascribed to it in the preamble.

(d) “Business Day” means any day other than a Saturday, a Sunday, or other day on which the principal commercial banks in Toronto, Ontario or New York, New York are not open for business during normal business hours.

(e) “Constating Documents” means, with respect to a Person, the organizational or constitutional documents of such Person, including declaration of trust, articles of incorporation, amalgamation, arrangement or continuation, certificate of incorporation, articles and memorandum of association, bylaws and any and all other constating documents (including certificates, notices, partnership agreements and unanimous shareholders agreements) of the specified Person, in each case as applicable, and all amendments thereto or restatements thereof.

(f) “Contract” means any written agreement, commitment, engagement, contract, franchise, licence, lease, sublease, obligation, note, bond, mortgage, indenture, deferred or conditioned sale agreement, general sales agent agreement, undertaking

or joint venture, in each case, together with any amendment, modification or supplement thereto.

(g) "Damages" has the meaning ascribed to it in Section 3.1(a).

(h) "Effective Date" means the date on which the transactions contemplated in the Purchase Agreement are consummated.

(i) "Keep-well Term" has the meaning ascribed to it in Section 7.10.

(j) "Governmental Entity" means (i) any domestic, international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body (public or private), commission, commissioner, cabinet, board, bureau, minister, ministry, agency or instrumentality, (ii) any subdivision, agent or authority of any of the foregoing, and (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

(k) "Indemnified Party" has the meaning ascribed to it in Section 3.1(a).

(l) "Indemnifying Party" has the meaning ascribed to it in Section 3.1(d).

(m) "Law" means, with respect to any Person, any and all applicable national, federal, provincial, territorial, state, municipal or local law (statutory, common or civil), constitution, treaty, convention, ordinance, code, act, statute, rule, regulation, order, injunction, judgment, award, decree, ruling, writ or other similar requirement, whether domestic or international, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law or are binding on the Person to which they purport to apply, published policies, guidelines, bulletins and enforcement advisories, standards, notices and protocols of any Governmental Entity.

(n) "Management Agreement" has the meaning ascribed to it in the recitals.

(o) "Manager" has the meaning ascribed to it in the preamble.

(p) "Manager Indemnity" has the meaning ascribed to it in Section 3.1(a).

(q) "Manager Parent" has the meaning ascribed to it in the preamble.

(r) "Person" includes any individual, partnership, association, body corporate, fund, organization, joint venture, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

(s) "Purchase Agreement" means the asset purchase agreement dated as of the date hereof entered into among the Trust, DRI Healthcare Management Company Inc., the Manager and the Manager Parent.

(t) "Proceeding" means any suit, action, charge, litigation, arbitration, or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding) or

hearing commenced, brought, conducted or heard by or before, any Governmental Entity.

(u) “Specified Proceeding” has the meaning ascribed to it in Section 3.1(a)(i).
(v) “Termination” has the meaning ascribed to it in Section 2.1.
(w) “Termination Payment” has the meaning ascribed to it in Section 2.2(a).
(x) “Trust” has the meaning ascribed to it in the preamble.
(y) “T&Os” has the meaning ascribed to it in Section 3.1(a).

ARTICLE 2

TERMINATION OF MANAGEMENT AGREEMENT

Section 2.1 Termination

Subject to Article 5, the Trust and the Manager agree that, notwithstanding anything to the contrary in the Management Agreement, effective as of the Effective Date:

(a) the Management Agreement shall immediately and automatically terminate in its entirety (including any and all surviving obligations therein) and shall be of no further force and effect, without requiring any further action on the part of the Trust or the Manager to effect such termination;
(b) none of the Trust, any of the Affiliates of the Trust, or the Manager shall have any rights or obligations under the Management Agreement;
(c) each of the Trust and the Manager (i) waive the application of any terms of the Management Agreement, (ii) waive any and all defaults under the Management Agreement in existence at any time on or prior to the Effective Date, (iii) agree and accept that any and all rights granted thereunder shall be automatically and irrevocable extinguished and (iv) release one another from any and all covenants, agreements, duties, liabilities and obligations that have arisen to date arising out of or in connection with the Management Agreement; and
(d) each of the Manager and the Manager Parent shall provide the Manager Indemnity (as defined herein) set out in Article 4;

(collectively, the “Termination”).

Section 2.2 Termination Payment

(a) On the Effective Date, in consideration of the Termination, the Trust shall, or cause one of its subsidiaries to, pay to the Manager (or an Affiliate designated by it), by wire transfer of immediately available funds or by such other means as the Trust and the Manager may agree in writing, an aggregate amount (the “Termination Payment”) comprised of:

(i) US$48,000,000; plus
(ii) an estimate of the Accrued Fees and Expenses in an aggregate amount to be determined by the Manager in accordance with the terms and conditions of the

Management Agreement, acting reasonably and on the basis of the most current information available as of the Effective Date.

(b) The Trust and the Manager hereby undertake to collaborate in good faith following the Effective Date in order to definitively establish, based on any information which may become available following the Effective Date, the exact amount of all Accrued Fees and Expenses, and to adjust the aggregate amount paid to the Manager in accordance with Section 2.2(a)(ii) accordingly by way of additional payment by the Trust (or one of its subsidiaries) for any shortfall, or by reimbursement by the Manager to the Trust or its assignee for any excess, as applicable.

(c) The Trust and the Manager agree that, notwithstanding any other provision of the Management Agreement, payment by the Trust of the Termination Payment in accordance with Section 2.2(a) (as adjusted pursuant to Section 2.2(b)) will constitute full, final and complete satisfaction and discharge of any and all payment obligations of the Trust or any of its Affiliates to the Manager under the Management Agreement, and the Manager agrees to waive any and all rights to claim or demand any additional payment under the Management Agreement, including without limitation any fees, expenses, advanced payments, commissions, arrears, allowances, perquisites, tax gross-ups, licensing fees, indemnities, damages, penalties, interests, or similar payments. For greater certainty and without limiting the generality of the foregoing, upon payment of the Termination Payment on the Effective Date, no Schedule II Fees, Management Fees, Performance Fees, or Debt Servicing Fees will be payable by the Trust to the Manager and no such payment obligations will survive following the Effective Date, save and except for any adjustment pursuant to Section 2.2(b).

(d) For the avoidance of doubt and for clarity, the Termination Payment made pursuant to this Agreement shall not be construed or considered as an advance or prepayment of any Schedule II Fees, Performance Fees, or Debt Servicing Fees up to and including the Effective Date.

ARTICLE 3

INDEMNIFICATION

Section 3.1 Indemnification

(a) Effective as of the Termination, the Manager and the Manager Parent will, jointly and severally, indemnify and hold harmless (collectively the "Manager Indemnity") the Trust, its Affiliates and their respective current and former trustees and officers (but specifically excluding the Trust's former Chief Executive Officer and Chief Financial Officer) (the "T&Os" and, together with the Trust, the "Indemnified Parties" and each of them, an "Indemnified Party") against any and all losses, liabilities, penalties, fines, damages, settlement payments, indemnification obligations, or out-of-pocket expenses, in each case incurred after the Effective Date (including interest penalties, reasonable legal, expert and other professional fees and expenses, and court costs) (collectively, "Damages"), to which any such Indemnified Party may become subject or which such Indemnified Party may suffer or incur, in or about or in relation to:

(i) the Proceeding set forth in Schedule A hereto (the "Specified Proceeding");
(ii) the matters set forth in Schedule B hereto;
(iii) any gross negligence, willful misconduct or fraud of the Manager or any of its employees prior to the Effective Date relating to the matters set forth in Schedule B hereto;

(iv) any breach, default or violation of any representation or warranty given by the Manager or the Manager Parent in Section 4.2; or
(v) any failure of the Manager or the Manager Parent to perform or fulfil any of their covenants or obligations under this Agreement.

(b) The Manager Indemnity will not apply to any Damages that any Indemnified Party may incur as a result of:

(i) the execution and announcement of this Agreement or the internalization of the Manager by the Trust; or
(ii) the gross negligence, willful misconduct or fraud of such Indemnified Party.

(c) Any Indemnified Party shall be required to seek recovery under applicable insurance policies in respect of any claims for indemnification pursuant to the Manager Indemnity, if any, prior to making a claim for Damages under the Manager Indemnity. The amount of any Damages payable pursuant to the Manager Indemnity by the Manager and the Manager Parent shall be net of any amounts recovered by an Indemnified Party under any such applicable insurance policies. Where partial indemnity is provided by any such applicable insurance policies, the obligation of the Manager and the Manager Parent under the Manager Indemnity will continue in effect but shall be limited to that portion of the liability for which indemnity is not provided by such policy and is not recovered by the Indemnified Parties. If an Indemnified Party receives any amounts under such applicable insurance policies subsequent to an indemnification payment by the Manager and the Manager Parent, then such Indemnified Party shall promptly reimburse the Manager or the Manager Parent, as applicable, for such amount, net of any expenses incurred by such Indemnified Party in collecting such amount. For greater certainty, should any insurer under any applicable insurance policy seek reimbursement of any amount paid or advanced to an Indemnified Party under an insurance policy, such reimbursed amount will be subject to the Manager Indemnity.

(d) If any claim contemplated by Section 3.1(a) shall be asserted against any Indemnified Party, such Indemnified Party shall notify the Manager and the Manager Parent (each, an "Indemnifying Party" and together, the "Indemnifying Parties") of the nature and details of such claim as soon as reasonably practicable (provided that failure to so notify the Indemnifying Parties of the nature and details of such claim in a timely manner shall release the Indemnifying Parties from the obligation under the terms thereof only if, and to the extent that, such omission materially prejudices the Indemnifying Parties' ability to defend themselves against such claim), and one or both of the Indemnifying Parties shall assume the Indemnified Party's defence in any Proceeding brought to enforce such claim, provided, however, that no compromise or settlement of any such Proceeding may be made by the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, unless the terms of such compromise or settlement (i) include a legally binding and enforceable unconditional release of the Indemnified Party from all obligations or liabilities arising out of such Proceeding, (ii) do not require the Indemnified Party to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the claim or waive any rights that the Indemnified Party may have against the Person making the claim and (iii) contain confidentiality obligations applicable to all parties to such compromise or settlement with respect to the terms thereof. The Indemnified Party shall not be entitled to retain separate legal counsel in any Proceeding relating to any claim contemplated by Section 3.1(a), unless:

(i) the Indemnified Party has been advised by external legal counsel that there may be a reasonable legal defence available to the Indemnified Party which is different from the defence available to the Indemnifying Parties and, for greater certainty, nothing contained in this Agreement shall limit or preclude any Indemnified Party from raising or asserting any such different defence which may be available to it in connection with any such Proceeding; or

(ii) the Indemnifying Party shall have failed to assume the defence of such proceedings on behalf of the Indemnified Party and employed legal counsel within 10 days after notice has been given to the Indemnifying Party of commencement of such Proceeding or, having employed such legal counsel, have failed to diligently pursue such defence;

and, in any such event, the reasonable and documented fees and expenses of such Indemnified Party's legal counsel (on a solicitor-client basis) shall be paid by the Indemnifying Party, provided that (i) the Indemnifying Party shall not, in connection with any one such Proceeding or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or Proceedings, be liable for the professional fees and expenses of more than one separate law firm (in addition to any local legal counsel) for each of (A) the Trust, and (B) the T&Os of the Trust in office on the date of this Agreement (as a group).

(e) If the Indemnifying Party has assumed the defence of any Proceeding brought to enforce a claim hereunder:

(i) the Indemnifying Party shall pay for all costs and expenses of the investigation and defence of such claim and shall reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the claim prior to the date the Indemnifying Party validly assumed the investigation and defence of such claim;

(ii) any Indemnified Party shall, at the request of the Indemnifying Party, provide, and shall use commercially reasonable efforts to cause its advisors and representatives to provide, the Indemnifying Party with copies of all documents and information in its possession pertaining to the claim, take all reasonable actions necessary to preserve its rights to object to or defend against the claim, consult and reasonably cooperate with the Indemnifying Party in determining whether the claim and any legal proceeding resulting therefrom should be defended against, compromised or settled and reasonably cooperate and assist in any negotiations to compromise or settle, or in any defence of, a claim undertaken by the Indemnifying Party (including, in respect of the Trust, making available to the Indemnifying Party such employees, T&Os, or other representatives of the Trust who's assistance or presence is necessary for matters or oral and documentary discovery, witness testimony and attending hearings and any other matters in respect of which the Indemnifying Party may reasonably require); and

(iii) any Indemnified Party shall not take any action that would conflict with, hinder, or impede the Indemnifying Party's control of such defence.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

Section 4.1 Representations and Warranties of the Trust

The Trust hereby represents and warrants the following to the Manager and the Manager Parent and acknowledges and agrees that the Manager and the Manager Parent are each relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) the Trust is an unincorporated, open-ended trust established and validly existing under the laws of Ontario;

(b) the Trust has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement;

(c) the execution and delivery of this agreement by the Trust and performance by the Trust of its obligations under this Agreement and the consummation by the Trust of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Trust;

(d) this Agreement has been duly executed and delivered by the Trust, and (assuming due authorization, execution and delivery by the Manager and the Manager Parent) constitutes a legal, valid and binding agreement of the Trust, enforceable against it in accordance with its terms subject only to (i) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(e) the execution and delivery of this Agreement by the Trust, the performance by the Trust of its obligations under this Agreement and the consummation by the Trust of the transactions contemplated hereby do not and will not (or would not, with the giving of notice, the lapse of time or the happening of any other event or condition (or combination thereof)): (i) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Trust, (ii) contravene, conflict with or result in a violation or breach of any Law applicable to the Trust or (iii) any Contract to which the Trust is party or by which it is bound; and

(f) except for the Specified Proceeding, there is no Proceeding, pending or, to the Trust's knowledge, threatened or any such circumstance as may be reasonably expected to give rise to such action, directive, decision, injunction, order-in-council or judgment, in each case which would be reasonably likely to prevent, materially delay or impede the performance by the Trust of its obligations under this Agreement and the consummation by the Trust of the transactions contemplated hereby.

Section 4.2 Representations and Warranties of the Manager and the Manager Parent

Each of the Manager and the Manager Parent hereby represents and warrants the following to the Trust and acknowledges and agrees that the Trust is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a) it is a corporation established and validly existing under the Laws of its jurisdiction of formation;

(b) it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement;

(c) the execution and delivery of this agreement by it and performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action its part;

(d) this Agreement has been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the Trust) constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms subject only to (i) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;

(e) the execution and delivery of this Agreement by it, the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby do not and will not (or would not, with the giving of notice, the lapse of time or the happening of any other event or condition (or combination thereof)): (i) contravene, conflict with, or result in any violation or breach of its Constating Documents of the Manager or Manager Parent, as applicable, (ii) contravene, conflict with or result in a violation or breach of any Law applicable to it or (iii) any Contract to which it is party or by which it is bound;

(f) except for the Specified Proceeding, there is no Proceeding, pending or, to its knowledge, threatened or any such circumstance as may be reasonably expected to give rise to such action, directive, decision, injunction, order-in-council or judgment, in each case which would be reasonably likely to prevent, materially delay or impede the performance by it of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby; and

(g) it has sufficient funds and or other unincumbered and liquid assets available to perform the Manager Indemnity in accordance with the terms of this Agreement.

ARTICLE 5

CONDITIONS PRECEDENT

Section 5.1 Mutual Condition Precedent

The Termination shall not be effective unless the transactions contemplated in the Purchase Agreement are consummated substantially contemporaneously therewith on the Effective Date.

Section 5.2 Additional Condition Precedent to the Obligations of the Trust

The Termination shall not be effective unless the representations and warranties of the Manager and the Manager Parent set forth in Section 4.2 are true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made at and as of such time, and each of the Manager and the Manager Parent has delivered a certificate confirming the same to the Trust, executed by a duly authorized senior officer of each of the Manager and the Manager Parent and dated as of the Effective Date, which condition may only be waived, in whole or in part, by the Trust at its sole discretion.

Section 5.3 Additional Conditions Precedent to the Obligations of the Manager and the Manager Parent

The Termination shall not be effective unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions are for the exclusive benefit of the Manager and the

Manager Parent and may only be waived, in whole or in part, by the Manager and the Manager Parent in their sole discretion:

(a) the representations and warranties of the Trust set forth in Section 4.1 are true and correct in all respects as of the date of this Agreement and as of the Effective Date as if made at and as of such time, and the Trust has delivered a certificate confirming the same to each of the Manager and the Manager Parent, executed by a duly authorized senior officer of the Trust and dated as of the Effective Date; and

(b) the Trust shall have fully complied with its obligations under Section 2.2(a).

ARTICLE 6

TERMINATION

Section 6.1 Termination

This Agreement may be terminated at any time prior to the Effective Date:

(a) by the mutual written agreement of the parties; or
(b) automatically upon the valid termination of the Purchase Agreement in accordance with its terms.

Section 6.2 Effect of Termination

If this Agreement is terminated pursuant to Section 6.1 above, this Agreement shall become null and void and of no further force or effect without liability to any party to any other party to this Agreement.

ARTICLE 7

GENERAL

Section 7.1 Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email sent to and addressed:

(a) To the Trust at:

100 King Street West
Suite 7250
Toronto, ON M5X 1B1

Attention: Gary Collins and Amit Kapur
Email: [Redacted]

With a copy to (which shall not constitute notice):

Stikeman Elliott LLP
1155 René-Lévesque Boulevard West
41st Floor
Montreal, QC H3B 3V2

Attention: Robert Carelli and Karine Bilodeau
Email: [Redacted]

(b) To the Manager or the Manager Parent

c/o DRI Capital Inc.
1133 Melville Street
Suite 3500, The Stack
Vancouver, BC V6E 4E5

Attention: Ali Hedayat
Email: [Redacted]

With a copy to (which shall not constitute notice):

Osler, Hoskin & Harcourt LLP
First Canadian Place, 100 King Street W

6200

Toronto, ON M5X 1B8

Attention: Jeremy Fraiberg and Desmond Lee
Email: [Redacted]

Any notice or other communication is deemed to be given and received (a) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (b) if sent by overnight courier, on the next Business Day, or (c) if sent by email, on the date such email was sent if it is a Business Day and such email was sent prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day (provided in the case of email that no "bounceback" or notice of non-delivery is received by the sender within thirty (30) minutes of the time of sending). A party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the party at its changed address. Any element of a party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a party.

Section 7.2 Entire Agreement

This Agreement, and any agreement or document delivered in connection with this Agreement, constitute the entire agreement between the parties with respect to the matters dealt with herein which supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter thereof. There are no other covenants, agreements, representations, warranties, conditions, whether direct or collateral, express or implied, that form part of or affect this Agreement except as otherwise provided in this Agreement. This Agreement shall not be amended, added to or qualified except by written agreement signed by all parties.

Section 7.3 Counterparts; Facsimile and Electronic Signatures

This Agreement may be signed in one or more counterparts, each of which once signed shall be deemed to be an original. All such counterparts together shall constitute one and the same instrument. Notwithstanding the date of execution of any counterpart, each counterpart shall be deemed to bear the effective date first written above. This Agreement, any and all agreements and instruments executed and delivered in accordance herewith, along with any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, email or internet transmission copy or other means of electronic transmission, shall be treated in all manner and respects and for all purposes as an original signature, agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

Section 7.4 Governing Law

This Agreement is governed by, and shall be interpreted and construed in accordance with, the Laws of the Province of Ontario and the federal Laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 7.5 Severability

If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

Section 7.6 Successors and Assigns

This Agreement shall not be assignable by any of the parties to this Agreement without the prior written consent of the other parties. This Agreement, however, shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 7.7 Non-Merger

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties will not merge on and will survive after the Effective Date and, notwithstanding the Effective Date, will continue in full force and effect. The Effective Date will not prejudice any right of one party against any other party in respect of anything done or omitted under this Agreement or in respect of any right to damages or other remedies.

Section 7.8 Third Party Beneficiaries

(a) Except as provided for in Article 4 in respect of the Manager Indemnity for the T&Os and which, without limiting its terms, is intended as a stipulation for the benefit of such T&Os, the parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the parties and that no Person, other than the parties, shall be entitled to rely on the provisions of this Agreement in any Proceeding.

(b) Notwithstanding the foregoing, the Manager and the Manager Parent acknowledge to each of the T&Os their direct rights against the Manager and the Manager Parent pursuant to Article 4, which is intended for the benefit of, and shall be enforceable by, each of the T&Os, his, her or their heirs and legal representatives, and in respect of the T&Os, the Trust confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their behalf.

Section 7.9 Fees and Expenses

Except as otherwise set forth in this Agreement, no party will be responsible for any fees or expenses of the other parties in connection with this Agreement.

Section 7.10 Keep-well

For a period beginning on the Effective Date and ending on the earlier of: (x) five (5) years from the Effective Date and (y) the final disposition of the Specified Proceeding (the "Keep-well Term"), the Manager Parent and its successors or permitted assigns shall maintain sufficient funds and/or other

assets available to perform the Manager Indemnity in accordance with the terms of this Agreement. Prior to the end of the Keep-well Term, the Manager Parent shall (a) not take any action in connection with its voluntary winding-up, liquidation or dissolution unless this Agreement is conveyed, transferred, transferred, sold or otherwise assigned by the Manager Parent to another Person in accordance with Section 7.6 above and/or this Section 7.10, (b) keep the Trust informed of any circumstances or changes that could reasonably impair the obligations of the Manager Parent hereunder, and (c) upon request of the Trust, acting reasonably, certify to the Trust, no more than once per year, that it, in accordance with this Section 7.10, has sufficient funds and/or other assets available to perform the Manager Indemnity in accordance with the terms of this Agreement. Notwithstanding the foregoing, prior to the end of the Keep-well Term, the Manager Parent shall be permitted to enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of another Person by way of conveyance, transfer, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise provided such successor shall be satisfactory to the Trust, acting reasonably, and shall expressly assume, in a form satisfactory to the Trust, acting reasonably, the Manager Parent's obligation to perform the Manager Indemnity in accordance with the terms of this Agreement.

Section 7.11 Further Assurances

Subject to the provisions of this Agreement, the parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other party may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

Section 7.12 Interpretation and Construction

Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The term "including" shall be deemed to mean "including without limitation" in all instances. Time shall be of the essence of this Agreement. If an action is required to be taken hereunder no later than a day which is not a Business Day, then such action shall instead be required to be taken no later than the next succeeding Business Day.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative on the date first mentioned above.

DRI HEALTHCARE TRUST

By: (Signed) Gary Collins
Name: Gary Collins
Title: Chief Executive Officer

DRI CAPITAL INC.

By: (Signed) Ali Hedayat
Name: Ali Hedayat
Title: Acting Chief Executive Officer

PERSIS HOLDINGS LTD

By: (Signed) Matthew Ely
Name: Matthew Ely
Title: Chief Legal Officer

[Signature page to the Termination Agreement (Management Agreement)]

SCHEDULE A

[Redacted]

[Redacted]

SCHEDULE B