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Home My WebLink AboutLEG 12-22Report to Council Report Number: LEG 12-22 Date: May 24, 2022 From: Paul Bigioni Director, Corporate Services & City Solicitor Subject: City of Pickering Sale to Caplink Acquisitions Limited -Seaton Employment Lands, 149.9 acres comprising Provincial Bundle 8, Parcels 1 and 2 -File: L-4610-005-22 Recommendation: 1.That Council approve the following Agreements, subject to minor revisions acceptable to the Director, Corporate Services & City Solicitor and the Chief Administrative Officer: (a)Agreement of Purchase and Sale dated May 3, 2022, whereby the City has agreed to purchase approximately 149.9 acres of Seaton employment lands from Her Majesty the Queen in Right of Ontario as represented by the Minister of Government and Consumer Services; and (b)Agreement of Purchase and Sale whereby the City has agreed to sell the same parcel of Seaton employment lands to Caplink Acquisitions Limited; 2.That Council authorize the Chief Administrative Officer to waive the conditions in section 6.04 of the Agreement referred to in 1(a) above if and when Caplink Acquisitions Limited waives its conditions in the Agreement referred to in 1(b) above; 3.That upon the waiver of the above conditions, City staff be directed to proceed with completion of both of the above Agreements; and 4.That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. Executive Summary: Attachment 1 is an Agreement of Purchase and Sale dated May 3, 2022 (the “Purchase Agreement”), whereby the City has agreed to purchase approximately 149.9 acres of Seaton employment lands (the “Property”) from Ontario Infrastructure and Land Corporation (the "Province"). The Purchase Agreement is conditional upon the approval of City Council prior to May 27, 2022. Attachment 2 is a separate Agreement of Purchase and Sale (the “Sale Agreement”) whereby the City agrees to sell the Property to Caplink Acquisitions Limited (“Caplink”). The Sale Agreement contains a conditional period to enable Caplink to perform its due diligence searches. Council approval of both of these Agreements of Purchase and Sale and waiver of the conditions in these Agreements will enable construction of commercial buildings on the LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 2 Property consistent with the City’s Official Plan Policies, and will create employment opportunities within Seaton as contemplated by the Central Pickering Development Plan. Financial Implications: The purchase price in the Purchase Agreement is the same as in the Sale Agreement. The Purchase Agreement and the Sale Agreement will be closed on the same date. All purchase costs are passed on to Caplink. Caplink also indemnifies the City in respect of all servicing costs payable pursuant to the Seaton Landowners’ Group Cost Sharing Agreement. Caplink is also required by the Sale Agreement to refund to the City a proportionate share of any infrastructure costs that have been front-funded by the City, to the extent that such infrastructure benefits the Property. In addition, Caplink is required by the Sale Agreement to pay the City on closing an amount equal to the City’s land transfer tax, registration fees, other taxes, legal, marketing and any other third party expenses incurred by the City in relation to both the Purchase Agreement and the Sale Agreement. Discussion: The Seaton employment lands (Pickering's Innovation Corridor) are designated for prestige employment, and consist of approximately 323 hectares (800 acres) owned by the Province. The City's Official Plan designates this land as being suitable for light manufacturing, assembly and processing of goods, research and development facilities, business services, graphics and design, data and communications, offices and ancillary retail uses. The Chief Administrative Officer executed the Purchase Agreement on May 3, 2022 (Attachment 1 to this Report). The Purchase Agreement is conditional on Council’s approval. Caplink executed the Sale Agreement on May 3, 2022 (Attachment 2 to this Report). The Sale Agreement is conditional for Caplink’s benefit, to enable Caplink to review the Property. The Sale Agreement is also conditional on the City completing its purchase of the Property pursuant to the Purchase Agreement. Key Provisions of the Purchase Agreement: Purchase Price: $60,436,123.50 ($515,535.00 per acre for the Phase 1 parcel and $326,505.00 per acre for the Phase 2 parcel) plus applicable HST Property Area: Approximately 149.9 acres in total Closing Date: No later than July 29, 2022 Conditions: City Council approval must be obtained, and the Sale Agreement must be fully executed and binding. Land Servicing Costs: City must assume responsibility to pay servicing costs under the Seaton Landowners’ Group Cost Sharing Agreement. LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 3 Participation Covenant: Repurchase - If, within ten years of closing, the Property is sold to a third party for a price in excess of the purchase price in the Purchase Agreement, the Province is entitled to take the difference. This is intended to prevent speculation. Right of First Offer - If a building permit and all required approvals have not been obtained within five years of closing to allow construction of a building of not less than 200,000 square feet, and if such construction has not commenced, the Province is entitled to repurchase the Property for the original purchase price plus servicing costs incurred to the date of repurchase. This is intended to encourage construction and occupancy, and to deter land banking. Key Provisions of the Sale Agreement: Purchase Price: Same as in Purchase Agreement Property Area: Same as in Purchase Agreement Closing Date: Same as in Purchase Agreement Conditions: Conditional on Purchaser inspection, amendment of Regional Front Ending Agreement to include Phase 1 of the Property (for provision of Regional services), and completion of City’s Purchase Agreement. Land Servicing Costs: Caplink assumes all responsibility for all servicing costs under the Seaton Landowners’ Group Cost Sharing Agreement and indemnifies the City in respect of them. ROFO and Repurchase: Repurchase - If, within five years of closing, the Property is sold to a third party and building construction is not substantially completed, the City can repurchase the Property for the original purchase price (plus eligible expenses if construction has commended). This is intended to prevent speculation. Right of First Offer - If a building permit and all required approvals have not been obtained within five years of closing to allow construction of a building of not less than 200,000 square feet, and if such construction has not commenced, the City is entitled to repurchase the Property for the original purchase price plus servicing costs incurred to the date of repurchase. This is intended to encourage construction and occupancy, and to deter land banking. The Property is shown in Attachment 3. Attachment 4 is the Caplink site concept plan. Caplink Limited is proposing to develop a phased food manufacturing campus. The Property will be developed in two Phases. The Phase 1 lands are located west of Whites Road between Highways 7 and 407 and east of a natural heritage system, having a land area of approximately 60.8 acres. Phase 1 will include four manufacturing plants and one distribution LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 4 centre having a total gross floor area of 107,301 square metres (1,155,000 square feet). Vehicular access to each industrial building will be provided from a future collector road off of Highway 7. The Phase 2 lands have a land area of approximately 89.1 acres, are located west of the natural heritage system and will have similar uses, but will be developed at a later date. To facilitate this development, applications for Draft Plan of Subdivision, Zoning By-law Amendment and Site Plan Approval will be required. The purpose of the draft plan of subdivision to is create four development blocks (one for each industrial building), a new 22- metre wide public road, two stormwater management blocks, two natural heritage feature blocks and one heritage lot. The purpose of the Zoning By-law Amendment is to rezone the Property from “Rural Agriculture (A)” within Zoning By-law 3037 to “Prestige Employment General (PEG)” and “Prestige Employment Node (PEN)” zone categories within the Seaton Zoning By-law 7364/14, to permit light manufacturing, food processing, office, storage and warehousing. Each industrial building will be subject to Site Plan Approval. A pre- consultation meeting was held on April 8, 2022. The purpose of the pre-consultation was to allow the Caplink and its consultants to present and discuss their proposal with relevant City staff and external agencies. Staff and agencies provided preliminary feedback on the proposal, identified key issues, commented on the approvals that will be required, and confirmed the supporting information/materials/studies that are required to be submitted with the future planning applications. Caplink has advised that it intends to submit applications for Draft Plan of Subdivision and Zoning By-law Amendment before the end of May, 2022. Council approval of both of these Agreements of Purchase and Sale will enable construction of commercial buildings on the Property consistent with the City’s Official Plan Policies, and will create employment opportunities within Seaton as contemplated by the Central Pickering Development Plan. At the present time, Caplink is completing its various due diligence searches. Caplink has until June 17, 2022 to complete its searches and waive the inspection condition in the Sale Agreement. Staff therefore recommend that Council authorize the Chief Administrative Officer to waive the Council approval condition in the Purchase Agreement if and when Caplink waives its condition in the Sale Agreement. This will enable the City to proceed with both Agreements of Purchase and Sale. This will also ensure that the City buys the Property only if Caplink has unconditionally agreed to buy it in turn from the City. Attachments: 1.Agreement of Purchase and Sale between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services and The Corporation of the City of Pickering 2.Agreement of Purchase and Sale between The Corporation of the City of Pickering and Caplink Acquisitions Limited 3.Map of the Property 4.Caplink Conceptual Site Plan LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 5 Prepared/Endorsed By: Paul Bigioni Director, Corporate Services & City Solicitor PB:ks Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original Signed By: Original Signed By: Execution copy (v8) HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as “Vendor” and THE CORPORATION OF THE CITY OF PICKERING as “Purchaser” AGREEMENT OF PURCHASE AND SALE MAY 3, 2022 IO BUNDLE 8 LANDS Attachment #1 to Report LEG 12-22 TABLE OF CONTENTS SECTION 1 DEFINITIONS ......................................................................................................... 1 SECTION 2 AGREEMENT OF PURCHASE AND SALE ............................................................ 8 SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE ...................................................... 8 SECTION 4 HARMONIZED SALES TAX ................................................................................... 9 SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY ........................................................................................... 10 SECTION 6 CLOSING CONDITIONS ...................................................................................... 14 SECTION 7 SALE APPROVAL ................................................................................................ 16 SECTION 8 CLASS EA REQUIREMENTS/ABORIGINAL CLAMS ......................................... 17 SECTION 9 RISK ..................................................................................................................... 19 SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS ............. 20 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ...... 20 SECTION 12 SEVERANCE ....................................................................................................... 21 SECTION 13 INTENTIONALLY DELETED ............................................................................. 21 SECTION 14 TITLE.................................................................................................................. 21 SECTION 15 NO ASSIGNMENT ETC. ..................................................................................... 22 SECTION 16 DEVELOPMENT AGREEMENTS ....................................................................... 23 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS ....... 24 SECTION 18 TENDER .............................................................................................................. 24 SECTION 19 ADJUSTMENTS .................................................................................................. 25 SECTION 20 ELECTRONIC REGISTRATION ........................................................................ 25 SECTION 21 CLOSING DELIVERABLES................................................................................ 26 SECTION 22 NOTICE .............................................................................................................. 27 SECTION 23 CONFIDENTIALITY ........................................................................................... 28 SECTION 24 GENERAL ........................................................................................................... 29 SECTION 25 IRREVOCABLE PERIOD ................................................................................... 30 AGREEMENT OF PURCHASE AND SALE BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (hereinafter collectively called the “Vendor”) OF THE FIRST PART - and - THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the “Purchaser”) OF THE SECOND PART RECITALS: A. The Vendor is the owner in fee simple of the property defined as the “Lands” in Section 1.01(ww) of this Agreement. B. Vendor and OILC hereby confirm that OILC is the designated agent of the Vendor. C. The Lands are within the area covered by the “Central Pickering Development Plan” issued pursuant to the Ontario Planning and Development Act, 1994, S.O. 1994, c.23. D. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. E. The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands on the terms and conditions as described in this Agreement. F. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: -2 - (a)“Adjustments” means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b)“Affiliate” has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. (c)“Agreement” means collectively, agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends , modifies or supplements this Agreement. (d)“Applicable Laws” means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e)“Approval Term” has the meaning ascribed to it in Section 7.03. (f)“As Is Where Is” has the meaning ascribed to it in Section 5.01. (g)“Assignee” has the meaning ascribed to it in Section 15.02. (h)“Assignment and Assumption Agreement” means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement, Lease or Permitted Encumbrance and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease or Permitted Encumbrance. (i)“Attribution Development Charges” means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (j)“Attribution Prepayment” means the sum of the “Regional Attribution Water Supply DC Prepayment” and the “Regional Attribution Sanitary Sewerage DC Prepayment” (as such terms are defined in the Phase 1 RFEA) from time to time. (k)“Authority” means any governmental or quasi-governmental authority, regulatory authority, government department, agency, commission, board, tribunal, body or department, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (l)“Buildings” means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and “Building” means any one of the Buildings. (m)“Business Day” means any day on which the Government of Ontario normally conducts business. (n)“City” means the City of Pickering. - 3 - (o) “City Sale Approval” means the necessary internal approvals required for the Transaction by the Council for the City. (p) “Class EA” means the Class Environmental Assessment Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date, the “Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)”, as approved April 28, 2004 and amended on September 11, 2008 and on October 31, 2012), as approved, amended, or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act, R.S.O. 1990, c. E.18. (q) “Class EA Requirements” has the meaning ascribed to it in Section 8.01. (r) “Closing” means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (s) “Closing Date” means the date that is the later of: (i) the first Business Day that is 20 Business Days following the date the Purchaser waives or satisfies its condition(s) contained in Section 5 and Section 6.04(d); (ii) the first Business Day that is 10 Business Days following the deposit of the Reference Plan with the Land Registry Office, provided that in no event shall the Closing Date occur after the Outside Date; or such other date as the parties may agree, acting reasonably. (t) “Community Use Land” has the meaning ascribed to it in the Seaton CSA. (u) “Contaminant” has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (v) “Cost Shared Service” has the meaning ascribed to it in the Seaton CSA. (w) “Crown Right Request” has the meaning ascribed to it in Section 12.01. (x) “DC Credit Recovery Payment” has the meaning ascribed to it in Section 16.03. (y) “Deposit” has the meaning ascribed to it in Section 3.01. (z) “Developable Area Share” has the meaning ascribed to it in the Seaton CSA. (aa) “Development Agreements” means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and “Development Agreement” means any one of such agreements. (bb) “Development Agreement Payment” means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limited to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Payments, and Private Land Landowner Equivalency Payment. - 4 - (cc) “Development Agreement Security” means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (dd) “Development Charge Credits” means the development charge credits earned pursuant to the Phase 1 RFEA. (ee) “Development Charge Prepayments” means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands. (ff) “Drainage Area Share” has the meaning ascribed to such term in the Seaton CSA. (gg) “Durham Owners” has the meaning ascribed to it in the Seaton-Durham CSA. (hh) “East Parcel” means that part of the Property described as the “East Parcel” on the sketch plan attached hereto as Schedule “A-2”. (ii) “Employment Lands” means those lands designated as “Prestige Employment Lands” in the ‘Central Pickering Development Plan’. (jj) “Environmental Law” means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (kk) “Environmental Objection” has the meaning ascribed to it in Section 5.02. (ll) “Environmental Reports” means the reports relating to the environmental condition of the Lands as identified in Schedule C. (mm) “Execution Date” means the date on which this Agreement has been executed and delivered by all parties hereto. (nn) “Expiry Date” has the meaning ascribed to it in Section 7.03. (oo) “Further Class EA Extension Period” has the meaning ascribed to it in Section 8.02(d)(i). (pp) “Further Extension Period” has the meaning ascribed to it in Section 8.03(b). (qq) “Hazardous Substance” includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or - 5 - handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (rr) “Heritage Requirements” has the meaning ascribed to it in Section 8.01(b). (ss) “HST” has the meaning ascribed to it in Section 4.01 of this Agreement. (tt) “Initial Class EA Extension Period” has the meaning ascribed to it in Section 8.02. (uu) “Initial Extension Period” has the meaning ascribed to it in Section 8.03. (vv) “Inspection Period” means that period of time which ends on the first Business Day that is 45 days following the Execution Date. (ww) “Lands” means the lands described in Schedule “A1” and outlined in red on the sketch plan attached hereto as Schedule “A2”, as such description may be amended pursuant to Section 13.01 hereof. (xx) “Land Use Regulations” means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (yy) “Land Transfer Tax Affidavit” has the meaning ascribed to it in Section 17.01. (zz) “Lease(s)” means all leases or licences of any portion of the Lands in force at Closing. (aaa) “Master Parks Agreement” means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (bbb) “Municipality” means the municipality (or municipalities) where the Property is located. (ccc) “Offer Date” means the date the offer herein is submitted to the Vendor by the Purchaser. (ddd) “OILC” means Ontario Infrastructure and Lands Corporation. (eee) “Open Data” means data that is required to be released to the public pursuant to the Open Data Directive; (fff) “Open Data Directive” means the Management Board of Cabinet’s Open Data Directive, updated on April 29, 2016, as same may be amended from time to time; (ggg) “Outside Date” means July 29, 2022, or such other date as the parties agree. (hhh) “Participation Agreement” means the Participation Agreement attached hereto as schedule G and to be entered into between the Vendor and the Purchaser at Closing. (iii) “Permitted Encumbrances” means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (jjj) “Phase 1 RFEA” has the meaning ascribed to such term in the Seaton CSA. - 6 - (kkk) “Phase 1 RFEA Lands” has the meaning ascribed to such term in the Phase 1 RFEA. (lll) “Phase 1 Development” has the meaning ascribed to such term in the Seaton CSA. (mmm) “Pickering FIA” means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the developmen t of lands in Seaton. (nnn) “Private Landowner” has the meaning ascribed to such term in the Seaton CSA. (ooo) “Private Landowner Equivalency Payment” has the meaning ascribed to it in Section 16.06. (ppp) “Property” means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (qqq) “Property Documents” means the documents in OILC’s current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies of assignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage reports, archaeological reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D) a copy of all Leases; (E) copies of all Permitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (rrr) “Provincial Successor” has the meaning ascribed to such term in the Seaton CSA. (sss) “Purchase Price” means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (ttt) “Purchaser’s Reports” has the meaning ascribed to it in Section 5.06. (uuu) “Reference Plan” has the meaning ascribed to such term in Section hereof. (vvv) “Region” means the Regional Municipality of Durham. (www) “Regional Infrastructure” has the meaning ascribed to it in the Seaton CSA. -7 - (xxx)“Requisition Date” has the meaning ascribed to it in Section 14.01. (yyy) “Sale Approval” means the necessary internal governmental approvals required for the Transaction including, but not limited to, the approval of the Lieutenant Governor-in- Council pursuant to Section 9 of the Ministry of Infrastructure Act, 2011 S.O. 2011, C. 9, Sched. 27. (zzz) “Sale Approval Date” means the date that the Sale Approval was granted. (aaaa) “SCS” means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (bbbb) “Seaton Community” means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. (cccc)“Seaton CSA” means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (dddd)“Seaton-Durham CSA” means an agreement dated November 26, 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (eeee) “Seaton Trustee” means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (ffff) “Servicing Costs” has the meaning ascribed to it in Section 16.07. (gggg) “Subsequent Phase” means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (hhhh) “Transaction” means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (iiii)“Vendor” means Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services and includes, for the purpose of any exculpatory clause and indemnity included in this Agreement in favour of the Vendor, OILC, any ministries, agencies, representatives, servants, employees, agents, invitees, officers, directors, contractors and licensees of Her Majesty the Queen in right of Ontario and OILC, and their brokers, service provider(s) and any other entity over whom the Vendor or OILC may reasonably be expected to exercise control. (jjjj) “Vendor Parties” has the meaning ascribed to such term in Section 5.08. (kkkk) “West Parcel” means that part of the Property described as the “West Parcel” on the sketch plan attached hereto as Schedule A-2. - 8 - SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 The Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price for the Lands shall be calculated as follows: (a) The Purchase Price for the East Parcel shall be based on a per acre price of FIVE HUNDRED AND FIFTEEN THOUSAND FIVE HUNDRED AND THIRTY-FIVE DOLLARS ($515,535.00). It is estimated that the area of the East Parcel is 60.8 acres more or less, which would result in a Purchase Price of THIRTY-ONE MILLION THREE HUNDRED AND FORTY-FOUR THOUSAND FIVE HUNDRED AND TWENTY-EIGHT DOLLARS ($31,344,528.00). Provided however, that the actual Purchase Price for the East Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. (b) The Purchase Price for the West Parcel shall be based on a per acre price of THREE HUNDRED AND TWENTY SIX THOUSAND FIVE HUNDRED AND FIVE DOLLARS ($326,505.00). It is estimated that the area of the West Parcel is 89.1 acres more or less, which would result in a Purchase Price of TWENTY-NINE MILLION NINETY-ONE THOUSAND FIVE HUNDRED AND NINETY -FIVE DOLLARS AND FIFTY CENTS ($29,091,595.50). Provided however, that the actual Purchase Price for the West Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor’s solicitor in trust, by wire transfer: (a) Within five Business Days of the submission of this offer to purchase, a sum equal to five percent (5%) of the estimated Purchase Price, as a deposit to be held in accordance with the terms of this Agreement; (b) Within two Business Days following the Execution Date, a further sum equal to five percent (5%) of the estimated Purchase Price, as a deposit to be held in accordance with the terms of this Agreement; and (c) Within two Business Days following the satisfaction or waiver of the Purchaser’s conditions in Section 6.04(a), a further sum equal to ten percent (10%) of the Purchase --- - 9 - Price, as a further deposit to be held in accordance with the terms of this Agreement (collectively, the “Deposit”). 3.02 The parties authorize OILC to invest the Deposit with a Canadian bank as identified in Schedule I of the Bank Act, R.S., 1991, c. B.46 (Canada) in a term or certificate of deposit (such investment to be available to OILC through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided) if OILC determines, acting reasonably, that anticipated interest to be earned will justify any related expenses, considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing. Any and all interest earned thereon shall accrue to the benefit of and, subject to Sections 3.03 and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 If the Transaction is not completed in accordance with this Agreement for any reason other than the default of the Purchaser hereunder, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, if any, forthwith after termination of this Agreement. If the Transaction is not completed in accordance with this Agreement due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.04 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.05 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to OILC in trust by way of wire transfer, such payment being deemed to have been made when OILC’s financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor, to the applicable Authority, or to the applicable trustee under a Development Agreement, as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor’s solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax (“HST”) payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the “Act”). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. -10 - 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser is registered under the Act and in that event, the Purchaser shall: (a)file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b)provide to the Vendor, on the Closing Date, a certificate confirming tha t the Purchaser is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor’s failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor’s solicitor, acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a)in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b)the Purchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an “As Is, Where Is” condition. The term “As Is, Where Is” means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to whi ch the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser’s intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property; and -11 - (c)the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Property, including, without limitation, comp liance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an “Environmental Objection”). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a)undertake, as the Purchaser’s sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor’s sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor’s opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; provided that if the Vendor selects the option in this paragraph (a), the Vendor and the Purchaser shall enter into an agreement on Closing providing for correction of the non-compliance post-Closing as set out above, and for access to the Property by the Vendor, which agreement shall be in form satisfactory to the parties and their solicitors, each acting reasonably; (b)credit the Purchaser, as the Purchaser’s sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price, in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; - 12 - (c) terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) refuse to do either (a), (b), or (c) above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have fifteen (15) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said fifteen (15) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have twelve (12) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said twelve (12) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of one (1) Business Days’ prior written notice to the Vendor, to carry out, at the Purchaser’s sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s and/or its agents’ or consultants’ presence on the Property or the Purchaser’s and/or its agents’ or consultants’ activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, within five (5) days of the Execution Date, the Property Documents listed in Schedule C. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and - 13 - Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable efforts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements requested by the Purchaser, acting reasonably, (the “Other Information”). 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser’s due diligence (“Purchaser’s Reports”) and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser’s Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser’s Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of: (i) the Purchaser delivering an Environmental Objection; and (ii) this Agreement terminating as a result of the condition set forth in Section 6.0 4(a) not having been waived or satisfied, the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Inspection Period, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and coven ant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents (each individually, a “Vendor Party” and collectively, the “Vendor Parties”) with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser’s Reports or any other report, document or information discovered during the course of the Purchaser’s due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third party who is not a Vendor Party, for any such condition, provided that the Purchaser hereby indemnifies and saves harmless the Vendor Parties for any claim made against a Vendor Party by any such third party resulting from such law suit. The foregoing shall in no way prevent the Purchaser from requiring compliance by the Vendor of any obligation to remediate which arises pursuant to Section 5.02(a). - 14 - 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as schedule F. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) the Vendor shall have obtained the Sale Approval pursuant to Section 7 of this Agreement; (b) the Reference Plan, if required, shall have been deposited with the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (c) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; - 15 - (d) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (e) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (f) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the Agreement is terminated as a result of the condition set forth in Section 6.01(a), neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01(c), 6.01(d) or 6.01(e), the Deposit shall be forfeited to the Vendor as liquidated damages and not as penalty. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) the Outside Date has not occurred; (b) the Reference Plan, shall have been deposited with the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (c) the Phase 1 RFEA has been amended to include the East Parcel as lands within the Phase 1 RFEA Lands, as such term is defined in the Phase 1 RFEA; (d) On or before the expiration of the Inspection Period: (i) the City has obtained the City Sale Approval, which approval may be provided in the sole and unfettered discretion of the City and which the Vendor acknowledges may be arbitrarily and unreasonably withheld; (ii) the City has entered into a binding agreement of purchase and sale with the ultimate purchaser of the Property, on terms acceptable to the City in its sole and unfettered discretion; and - 16 - (iii) the ultimate purchaser of the Property from the City has waived its conditions which expire at the expiration of the inspection period as defined in the purchase and sale agreement described at Section 6.04(d)(ii). (e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (f) the representations and warranties of the Vendor set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; and (g) all documents and deliveries required to be executed and/or delivered by the Vendor shall have been executed and delivered to the Purchaser in accordance to this Agreement. 6.05 The conditions set forth in Section 6.04 are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The conditions are conditions precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the condition set forth in Section 6.04(c) has not been fulfilled within in the applicable time period, the Purchaser shall have the right to extend the Closing Date by a period or periods not exceeding in the aggregate 60 days in order to permit such condition to be fulfilled. 6.07 If the conditions set forth in Section 6.04(a) or (b) are not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived, this Agreement shall be null and void, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. 6.08 If a condition set forth in Section 6.04 is not fulfilled within the applicable time period, if any, and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Purchaser’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. SECTION 7 SALE APPROVAL 7.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition: prior to June 30, 2022, the Vendor shall have obtained the Sale Approval, which approval the Purchaser acknowledges may be arbitrarily and unreasonably withheld. The Vendor shall notify the Purchaser if and when such approval is obtained, and the date of such notification if obtained shall be the date of commencement of the Inspection Period. 7.02 The Purchaser agrees that should the Vendor be unable to satisfy the condition set out in Section 7.01 by June 30, 2022, then the Vendor may, at its option and in its sole discretion, extend the irrevocable period for an additional fifteen (15) days by notice in writing to the Purchaser to be provided before June 30, 2022. - 17 - 7.03 The Purchaser acknowledges that any Sale Approval that the Vendor obtains with respect to the Property may be subject to the limitations stated therein, including but not limited to a limitation that such approval shall be valid for a specified period of time from the date of such Sale Approval (the “Approval Term”), in which event such Sale Approval shall cease to be valid on the date upon which the Approval Term concludes (the “Expiry Date”), or on such date that such other limitation(s), if any, is/are not met and satisfied. In the event that the Vendor shall have obtained a Sale Approval for the Property in satisfaction of the condition set out in Section 7.01, and in the event that the completion of the Transaction has not occurred on or before the Expiry Date set out in such Sale Approval or such date that such other limitation(s), if any, is/are not met and satisfied, notwithstanding any waiver of the condition set out in Section 7.01, this Agreement shall then be null and void, the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages. SECTION 8 CLASS EA REQUIREMENTS/ABORIGINAL CLAIMS 8.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition on or before the Closing Date: the Vendor shall have completed the Class EA for the Property and the Transaction (collectively, the “Class EA Requirements”). For purposes of this condition, the Class EA Requirements shall, without limitation, include and be deemed to include the following specific requirements: (a) the requirements of the Environmental Assessment Act, R.S.O. 1990, c.E. 18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the “Environmental Requirements”); and (b) the requirements of the Standards & Guidelines for Conservation of Provincial Heritage Properties issued by the Ministry of Tourism, Culture and Sport pursuant to Section 25.2 of the Ontario Heritage Act, R.S.O. 1990, c.O.18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the "Heritage Requirements"). 8.02 Notwithstanding any other provision of this Agreement, the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements. In the event that prior to the Closing Date: (a) any governing Authority makes or issues, or the Vendor receives any notice or communication from any governing Authority that it is considering whether to make or issue, any order or directive pursuant to the Class EA Requirements that necessitates that the Vendor, in addition to the actions and measures taken aforesaid, take other or different actions or measures to comply with the Class EA Requirements (including, without limitation, an order or directive requiring the Vendor to comply with Part II of the Environmental Assessment Act); (b) a written request has been made to the Minister of the Environment, of which the Vendor has notice, that other or different measures be taken to comply with the Class EA Requirements; - 18 - then the Vendor may, at its option and in its sole discretion, extend the Closing Date for at least an additional thirty (30) days (the “Initial Class EA Extension Period”) by notice in writing to the Purchaser during which time the Vendor shall: (c) use reasonable efforts to determine whether the request in subsection (b) above has been satisfied or has been refused; and (d) at its option and in its sole discretion, either: (i) comply with such order or directive (as the same may be modified or withdrawn) at its own expense, in which event the Vendor may extend the Closing Date up to (but no more than) three times, for a further period of thirty (30) days each (for a maximum of ninety (90) days in the aggregate) (collectively, the “Further Class EA Extension Period”); or (ii) within the Initial Class EA Extension Period or at any time within the Further Class EA Extension Period, terminate this Agreement by written notice to the Purchaser, in which case this Agreement shall be null and void and of no further force and effect and the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.03 Notwithstanding any other provision of this Agreement, if at any time prior to the Closing Date the Vendor receives notification or otherwise becomes aware of any claim or potential claim whatsoever for an interest in respect of the Property, by any First Nation or other aboriginal group or individual, in relation to any constitutional right, treaty right, land claim, surrender agreement or consultation right, including, without limitation, an interest in the title to the Property, a right to the use of the whole or any part of the Property, a restriction on the use of the Property or any part thereof for any purpose, a restriction on access to the Property or any part thereof, a claim for compensation, arising out of any interest or claimed interest in the Property or a right of consultation in relation to the Property, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date for at least an additional thirty (30) days (the “Initial Extension Period”) by notice in writing to Purchaser during which time the Vendor shall: (a) determine in its sole and unfettered discretion if such claim, potential claim or interest is capable of being satisfied or whether appropriate releases can be obtained from all interested parties to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date free and clear of any such claim, potential claim or interest; (b) enter into arrangements which enable the Vendor to complete the sale of the Property in accordance with Section 8.03(a), for which purpose it may extend the Closing Date up to (but no more than) three times, for a further thirty (30) days each (for a maximum of ninety (90) days in the aggregate) (collectively, the “Further Extension Period”); or (c) within the Initial Extension Period or at any time within the Further Extension Period, have the right to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. - 19 - 8.04 If at any time prior to Closing, the Vendor receives notification or otherwise becomes aware of any requirements imposed by an Authority, including without limitation any additional Heritage Requirements, not otherwise contemplated in this Section 8 and with which the Vendor must comply as a condition of completing the Transaction, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date up to three (3) times for a period of thirty (30) days each time (maximum ninety (90) days) by notice in writing to Purchaser during which time the Vendor shall: (a) determine in its sole and unfettered discretion if such requirement can be satisfied so as to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date; or (b) have the right, with or without a determination pursuant to subsection (a) above, to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and the Deposit plus any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchasers obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser’s and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern) (the “Pre-Closing Damage”), the Vendor may elect (i) to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm’s length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to the Property notwithstanding the election of the Vendor not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. - 20 - SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the execution, delivery and performance by the Vendor of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Vendor is a party are within the Vendor’s legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Vendor. 10.02 The Vendor represents and warrants to the Purchaser that this Agreement has been, and each agreement to be executed and delivered by the Vendor pursuant to this Agreement, will be duly and validly executed and delivered by the Vendor, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with their respective terms. 10.03 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.). 10.04 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.05 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or OILC or with any of their respective directors, officers, appointees, employees or agents. The Purchaser agrees to provide a Statutory Declaration in the form attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement. The Purchaser acknowledges that in the event that the information upon which the Statutory Declaration was provided has changed, the Purchaser shall inform the Vendor of such change up to and including the Closing Date. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a party are within the Purchaser’s legal power and jurisdiction and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04, will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04, each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, - 21 - and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date, to the extent that such contractual obligations have been disclosed to the Purchaser as part of the Property Documents or otherwise, or are within the actual knowledge of the Purchaser. SECTION 12 SEVERANCE 12.01 The Purchaser acknowledges that the Vendor will invoke “Crown Right” to sever property (i.e. the ability of the Crown to divide land referenced under the subdivision control provisions of the Planning Act) in connection with the Transaction. SECTION 13 REFERENCE PLAN 13.01 If required, the Vendor agrees to prepare and deposit in the Durham Land Registry Office, a reference plan(s) of survey of the Lands, or such portion thereof, if required (the “Reference Plan”). The parties acknowledge that the Property may not be conveyed until such a time as a Reference Plan deposited with the Durham Land Registry Office provides a registerable description of the Lands. The Purchaser shall pay, as an adjustment on Closing, the cost of preparing the Reference Plan if a new Reference Plan is required. The area of the Lands shall be conclusively determined by the Reference Plan. The parties acknowledge and agree that the Lands shall not include any of the “Natural Heritage Lands” as shown in the Central Pickering Development Plan approved pursuant to the Ontario Planning and Development Act, 1994. Should a new Reference Plan be required, the Vendor will provide the Purchaser and the Purchaser’s Solicitors with a draft Reference Plan prior to it being deposited, and the Vendor shall take into consideration reasonable comments provided by the Purchaser prior to finalization and deposit of the Reference Plan. The Purchase Price shall be adjusted based on the areas as determined by the Reference Plan. SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty (20) Business Days before the Closing Date (the “Requisition Date”) to investigate title to the Property at the Purchaser's expense. The - 22 - Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of OILC or the Vendor. 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease(s); (d) all Community Use Land obligation pursuant to the Seaton CSA; and (e) the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Inspection Period, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, without , in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the “Assignee”), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01 - 23 - SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners, except as explicitly provided in the Development Agreements. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the “DC Credit Recovery Payment”. 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pu rsuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that, following the satisfaction of the condition set out in Section 6.04(c), the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the - 24 - costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the “Private Landowner Equivalency Payment”. 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as “Servicing Costs”). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. 16.10 It is acknowledged by the Purchaser that as of the date hereof, neither the East Parcel nor the West Parcel are Phase 1 RFEA Lands within the Phase 1 RFEA. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration (“Land Transfer Tax Affidavit”), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Money must be tendered in Canadian funds by electronic wire, bank draft or negotiable cheque certified by a Canadian chartered bank, trust company, or credit union. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the - 25 - tendering party’s solicitor without the cooperation or participation of the other party’s solicitor, and specifically when the tendering party’s solicitor has electronically “signed” the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness and granted access to the other party’s solicitors to same, but without the necessity for the tendering party’s solicitor actually releasing such documents to the other party’s solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitle d to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the parties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non- registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the “Document Registration Agreement”). - 26 - SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser’s solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Leases, and subject to the rights of others as set out in the Permitted Encumbrances; (b) an assignment of the Leases, whether complete or partial, the Development Agreements and Permitted Encumbrances, as applicable; (c) notice to the tenant(s) or licensee(s) pursuant to the Leases informing them of the sale of the Lands and directing them to make future rent payments to the Purchaser; (d) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) a direction regarding the payment of funds; (g) statement of Adjustments; (h) Document Registration Agreement as set out in Schedule E; (i) A statement of the Development Agreement Payments in the form set forth at Schedule H; and (j) such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor’s Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; (c) a certified cheque, bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable - 27 - (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the Execution Date pursuant to Section 11.01; (h) an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the date of execution of this Agreement pursuant to Section 11.01; (i) Document Registration Agreement in the form attached as Schedule E; (j) an Assignment and Assumption Agreement for the Leases; (k) an Assignment and Assumption Agreement for each of the Development Agreements, in substantially the same forms as were delivered as part of the closing of the Prior Purchased Lands; (l) a Participation Agreement in form attached hereto as schedule G; (m) an Assumption Agreement for the Permitted Encumbrances, as applicable; (n) the Purchaser’s Closing Agreement in the form attached hereto as schedule F; (o) such other deeds, conveyances, resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice or other communication required or permitted to be given hereunder (“Notice”) must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 - 28 - Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Email: pbigioni@pickering.ca and to the Purchaser’s Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K 1N2 Attention: Andy Gibbons / Nooreen Bhanji Email: agibbons@torys.com / nbhanji@torys.com and to the Vendor at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON M5G 2L6 Attention: Vice President, Sales and Acquisitions Email: ___________________ And: Attention: Director, Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto, ON M5G 2C8 Email: ___________________ or to such other address as a party designates by Notice from time to time in accordance with the foregoing. SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended and the Municipal Freedom of Information and Protection of Privacy Act , R.S.O. 1990, c. M.56, as amended and Open Data may be released pursuant to the Open Data Directive. This - 29 - acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub- contractors shall, subject to Section 23.01, maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub-contractors shall not directly or indirectly disclose or use, either during or following the term of this Agreement, except where required by law, any mat erial or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION 24 GENERAL 24.01 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement may be e xtended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.02 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.03 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.04 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether oral or written, of the parties pertaining thereto. There is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.06 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. - 30 - 24.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.08 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable until June 30, 2022. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] - 31 - IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this 3rd day of May, 2022. THE CORPORATION OF THE CITY OF PICKERING By: Name: Marisa Carpino Title: Chief Administrative Officer By: Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this day of , 2022. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as represented by ONTARIO INFRASTRUCTURE AND LANDS CORPORATION By: Name: Title: By: Name: Title: Authorizing Signing Officer SCHEDULE A-1 DESCRIPTION OF LANDS Registerable description not available. SCHEDULE A-2 SKETCH OF LANDS EAST PARCEL West Parcel SCHEDULE B PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Leases and any notices of such Leases, if any, registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Leases, if any (for greater certainty including expired leases registered against title to the Lands) which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants’ interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it i s presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: (i) All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable, consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1. Notice of the Phase 1 RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton-Durham CSA. SCHEDULE C PROPERTY DOCUMENTS 1. Residential Lease dated January 21, 1994 between Her Majesty the Queen in Right of Ontario, as represented by the Chair of the Management Board of Cabinet, as landlord, and John James Bird and Deborah Anne Bird, as tenants, as amended by a lease amending agreement dated August 15, 2013 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and John James Bird and Deborah Anne Bird, as tenants. 2. License Agreement made as of July 25, 2017 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as licensor, and Veridian Connections Inc., as licensee. 3. Farm Lease (Land Only) dated June 20, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and Harry Vale, as tenant, as amended by a lease amending agreement dated October 1, 2019, with effect as of January 1, 2019, between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and Harry Vale, as tenant. 4. Farm Lease (Land Only) dated June 22, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and Ken Toms, as tenant. 5. Farm Lease with Residence dated June 25, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and William Turner and Ken Toms, as tenants. 6. Net Land Lease (Farm – Land Only) dated May 1, 2020 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and William Larkin, as tenant. 7. The memorandum of understanding dated October 2012 which contemplates the entering into of a future Phase Regional Front Ending Agreement SCHEDULE D STATUTORY DECLARATION Canada Province of Ontario TO WIT: ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE MATTER OF THE TITLE TO <> AND IN THE MATTER OF A SALE THEREOF from HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (the “Vendor”) to THE CORPORATION OF THE CITY OF PICKERING (the “Purchaser”) I, ___________________, of the __________________, in the Province of Ontario, DO SOLEMNLY DECLARE, that: 1. I am the _____________________{title} of the Purchaser and as such have knowledge of the matters hereinafter declared. 2. The Purchaser and Ontario Infrastructure and Lands Corporation (“OILC”) are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm’s length parties. 3. The Purchaser and the Vendor are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm’s length parties. 4. Except as expressly set out in Schedule A to this Declaration: (a) to the best of the knowledge and belief of the undersigned, there are no outstanding legal disputes or actions between the Vendor and Purchaser; (b) the Purchaser is not in conflict with OILC with respect to the above transaction; and (c) the Purchaser is not in conflict with the Vendor with respect to the above transaction. AND I make this solemn Declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act. DECLARED by the above-named ) Declarant, before me at the __________ of ) __________, this ) day of , 202___. ) ________________________ ) ) A Commissioner, etc. ) SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT BETWEEN: <> (hereinafter referred to as the “Vendor’s Solicitor”) AND: <> (hereinafter referred to as the “Purchaser’s Solicitor”) RE: Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”) sale to <> (the “Purchaser”) of the property legally described as <>, City of <>, being the whole of PIN <>(LT) (the “Property” pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated <> and accepted <> (the “Purchase Agreement”), Scheduled to be completed on <> (the “Closing Date”) FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: Holding Deliveries In Escrow 1. The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all funds, keys and closing documentation exchanged between them (the “Requisite Deliveries”) in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor’s Solicitor and the Purchaser’s Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.1 Advising of Concerns with Deliveries 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries (as applicable) of any defect(s) with respect to same. Selecting Solicitor Responsible for Registration 3. The Purchaser’s Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor’s Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the “Registering Solicitor” and the other solicitor shall be referred to as the “Non-Registering Solicitor”: Vendor’s Solicitor will be registering the Electronic Documents 1Solicitors should continue to refer to the Law Society of Upper Canada p ractice guidelines relating to recommended procedures to follow for the discharge of mortgages. Responsibility of Non-Registering Solicitor 4. The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows [________ a.m./p.m. on the Closing Date] (the “Release Deadline”), and provided that notice under paragraph 7 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. Responsibility of Registering Solicitor 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the “Electronic Documents”) in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non- Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). Release of Requisite Deliveries by Non- Registering Solicitor 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non- Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. Returning Deliveries where Non-registration 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. Counterparts & Gender 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. Purchase Agreement Prevails if Conflict or Inconsistency 9. Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. Telefaxing Deliveries & Providing Originals if Requested 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate parties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. 2 For the purpose of this Agreement, the term “registration” shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. Dated this ______ day of <>, 202. Dated this _____ day of <>, 202 Name/Firm Name of Vendor’s Solicitor Name/Firm Name of Purchaser’s Solicitor <> <> ________________________________ __________________________________ (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC -CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 and posted to the web site on April 8, 2004. Schedule “A” 1. Transfer from <> to <>. SCHEDULE F CLOSING AGREEMENT TO: Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”) AND TO: Ontario Infrastructure and Land Corporation (the “Vendor’s Agent”) RE: The Corporation of the City of Pickering (the “Purchaser”) purchase from the Vendor of the property legally described as Part XXX, Concession XXX, Geographic Township of Pickering, designated as Part XXX on Plan 40R-XXX, City of Pickering, Regional Municipality of Durham (the “Property”) pursuant to an Agreement of Purchase and Sale between the Purchaser and the Vendor dated XXX, as amended from time to time (the “Purchase Agreement”) In consideration of and notwithstanding the Closing of the Transaction and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged): 1. The Purchaser agrees to accept, assume and take title the Property and any improvements thereon in an “As Is Where Is” condition in accordance with Section 5.01 of the Purchase Agreement. 2. The Purchaser confirms that all provisions of the Purchase Agreement that by their express terms are to survive and not merge on Closing shall survive and not merge on Closing. 3. The Purchaser confirms that all representations and warranties made by the purchaser in the Purchase Agreement remain true and correct as if repeated here. 4. The Purchaser reaffirms all indemnities made by it in the Purchase Agreement. 5. The Purchaser reaffirms the release and covenant not to sue provided for in Section 5.08 and 5.10 of the Purchase Agreement. 6. This Agreement shall not merge on Closing but shall survive Closing. 7. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 8. The Vendor and Vendor’s Agent may rely on a signed electronically transmitted copy of this Agreement which shall constitute and be treated for all purposes as signed original of this Agreement. 9. This Agreement shall be binding upon the successors and permitted assigns of the Purchaser and shall enure to the benefit of the Vendor and its successors and assigns. DATED as of the XX day of XXX, 2022. THE CORPORATION OF THE CITY OF PICKERING Per: _____________________________________ Name: Title: Per: _____________________________________ Name: Title: I have authority to bind the Corporation. SCHEDULE G PARTICIPATION AGREEMENT BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES -and- THE CORPORATION OF THE CITY OF PICKERING RECITALS: A. Her Majesty the Queen in right of Ontario, as represented by the Minister of Government and Consumer Services (the “Province”) is the owner in fee simple of the land described in Appendix “A” to this Participation Agreement (the “Property”). Ontario Infrastructure and Lands Corporation confirms that it is the designated agent of the Province. B. The Corporation of the City of Pickering (the “Initial Transferee”) is the proposed transferee of the Property as at the date hereof pursuant to an Agreement of Purchase and Sale between the Province and the Initial Transferee, fully executed on <<Enter Date>> (the “Sale Agreement”). NOW THEREFORE in consideration of the mutual covenants hereinafter set forth, the transfer of the Property from the Province to the Transferee and other good and valuable consideration, the parties hereto agree as follows: 1. For the purposes of this Participation Agreement: “Affiliate” means a wholly owned subsidiary of the Transferee. “Base Amount” means, subject to paragraph 11, [NTD – enter purchase price] in respect of the Property, as such purchase price was adjusted pursuant to the Sale Agreement and, if applicable, is recalculated based on a pro-rata basis in accordance with paragraph 2 below in respect of any portion of the Property. “Business Day” means any day on which the Government of Ontario normally conducts business. “Closing Date” means the date upon which the Property is transferred by the Province to the Transferee pursuant to the Sale Agreement, being <<Enter Closing Date>>. “Development Agreements” has the meaning ascribed thereto in the Sale Agreement. “Eligible Expenses” means, subject to paragraph 11, in respect of a Sale Interest, the aggregate of the following: (a) 100% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (determined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; (b) for the purpose of calculating Profit only (and no, for certainty, for the purpose of calculating the repurchase Purchase Price pursuant to paragraph 2 below) any real estate commission payable by the Transferee in disposing of the Sale Interest to a Third Party purchaser in an amount not to exceed the then current industry practice; (c) reasonable legal and accounting fees paid by the Transferee in disposing of the Sale Interest; (d) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise in respect of the Sale Interest, during the period of the Transferee’s ownership of the Sale Interest; (e) the following in connection with the acquisition by the Transferee of the Sale Interest: (i) reasonable legal and accounting fees paid by the Transferee; (ii) registration costs and land transfer tax; and (iii) if applicable, all acquisition costs that the Transferee was required to reimbursed to the Initial Transferee when the Transferee acquired the Sale Interest, including land transfer tax reimbursed to the Initial Transferee. “Profit” means, in respect of a Sale Interest, the amount by which the Sale Price, less the Eligible Expenses, exceeds the Base Amount with respect to such Sale Interest. “Sale Price” means, in respect of a Sale Interest that is proposed to be sold to a Third Party purchaser or, if applicable, has been acquired by a Third Party purchaser from a Transferee, the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Property or portion thereof, including all buildings and improvements, by such Third Party purchaser dealing with the Transferee, including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or mortgages assumed by such purchaser or taken back as part of the consideration for such sale transaction. “Term” means the period commencing on the date hereof and expiring on the date which is ten (10) years following such date. “Third Party” means, in respect of a Person, another Person that is not at arm’s length to such Person or who is not an Affiliate of such Person. “Transferee” means the Initial Transferee and any successor in title to the Property during the Term. 2. It is the express intention of the Province and the Transferee that there shall be no speculation with respect to all or any portion of the Property. In the event of a sale or proposed sale of all or any portion of the Property (the “Sale Interest”) by the Transferee to a Third Party at any time during the Term, at the option of the Province, either: (i) the Province shall have the right to repurchase the Sale Interest at a purchase price equal to the Base Amount for such Sale Interest plus the Eligible Expenses in respect thereof (as such purchase price is calculated in accordance with this paragraph 2, the “Purchase Price”) and otherwise on the terms and conditions set out in this paragraph 2; or (ii) one hundred percent (100%) of Profit, if any, as defined below shall be paid to the Province and the amount of such Profit shall be a charge on the Property in favour of the Province until paid. In determining the Base Amount and calculating the Profit for a Sale Interest that is a portion of the Property, the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred and the actual purchase price for such Sale Interest, as shown by evidence (e.g. a reference plan) provided by the Transferee to the Province at no cost to the Province, to the satisfaction of the Province. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Sale Price, Eligible Expenses, Profit or the price at which the Province is to repurchase the Sale Interest in accordance with this Participation Agreement, the Transferee shall provide all documents, records and invoices in sufficient detail, at no cost to the Province, to allow analysis and approval of such calculation(s) by the Province. If the Transferee intends to sell the Sale Interest to a Third Party, or otherwise market for sale the Sale Interest to Third Parties, the following shall apply: (a) The Transferee shall give a notice (the “Sale Notice”) to the Province, which Sale Notice shall state such intentions, and shall contain an offer to sell to the Province the Sale Interest at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2. (b) The Province shall have the right, exercisable by notice in writing given to the Transferee within 90 days following receipt of a Sale Notice (the “Offer Period”) to elect to: (i) purchase the Sale Interest (the “Acceptance Notice”) at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2; or (ii) not to purchase the Sale Interest (the “Rejection Notice”) but instead to require that one hundred percent (100%) of Profit, if any, as defined above shall be paid to the Province if (and only if) the Transferee completes a sale of the Sale Interest with a Third Party. (c) If within the Offer Period, the Province delivers an Acceptance Notice to the Transferee, there shall be created at such time, automatically and without any further action or automatically and without any further action or documentation, an agreement of purchase and sale between the Province and the Transferee pursuant to which the Transferee agrees to sell to the Province, and the Province agrees to purchase from the Transferee, the Sale Interest at the Purchase Price and on the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, provided that: (i) Closing will occur on the date which is 60 days after the Province delivers the Acceptance Notice; (ii) if the Sale Interest is subject to one or more tenancies with Third Party(ies), such tenancies shall be assigned to the Province, and the Purchase Price shall be subject to customary adjustment in respect thereof, all of which tenancy provisions shall be on terms and conditions customary for tenanted industrial property in the Greater Toronto Area; and (iii) such agreement of purchase and sale shall be subject to the Province obtaining any required approvals prior to closing date as determined by this paragraph; provided that if such agreement of purchase and sale terminates other than solely due to the Transferee’s default thereunder, the Province shall be deemed to have delivered a Rejection Notice upon the occurrence of such termination. (d) If no notice is delivered by the Province pursuant to paragraph 2(b), the Province shall be deemed to have delivered a Rejection Notice. (e) If the Province delivers, or is deemed to have delivered, a Rejection Notice , the Transferee may sell the Sale Interest to any Third Party at such purchase price and on such terms and conditions it agrees to, in its sole and absolute discretion, with such Third Party; provided that: (i) one hundred percent (100%) of Profit, if any, as defined above shall be paid to the Province if (and only if) the Transferee completes such sale of the Sale Interest with a Third Party; and (ii) if a sale of the Subject Interest does not occur within 180 days following the date of delivery or deemed delivery of a Rejection Notice, the Transferee must again comply with this paragraph 2 in respect of any future proposed sale of all or any part of the Property. 3. In the event that the Transferee has failed to: (a) obtain and deliver copies to the Province, of all development approvals, building permits and other third permits or consents required by Applicable Law from the City of Pickering or other appropriate Authority to commence construction on the Property a building of not less than 200,000 square feet (the “New Building”); and (b) commence construction of the New Building, on or before the fifth anniversary of the date of this Participation Agreement (the “Approval Period”), then at any time, and from time to time, after expiry of the Approval Period, the Province shall have the right, but not the obligation, upon written notice during the Repurchase Notice Period to the Transferee of its intention to repurchase the Property (the “Repurchase Notice”), to repurchase the Property, for a purchase price equal to: (i) the Base Amount; plus (ii) any amounts paid by the Transferee pursuant to the terms of the Development Agreements, less any amounts which the Transferee may have received by way of development credits or otherwise, during the period of the Transferee’s ownership of the Property; (c) Provided however that if the inability of the Transferee to commence construction of the New Building during the Approval Period is a result of the City of Pickering or other appropriate Authority refusing to issue the necessary permits and approvals or taking unreasonable delays in issuing such permits and approvals following receipt of a complete application by the Transferee for the New Building, and if the Transferee has submitted a complete application to construct the New Building within four years of the date hereof, then the Approval Period shall be extended during the time that the Transferee pursues approval of such plans at the applicable Local Planning Appeal Tribunal or court with jurisdiction, in which case and the Approval Period shall end four months after such applicable judicial process has completed and all applicable appeal periods have passed. 4. If the Province delivers the Repurchase Notice to the Transferee during the Repurchase Notice Period, there shall be created at such time, automatically and without any further action or documentation, an agreement of purchase and sale between the Province and the Transferee pursuant to which the Transferee agrees to sell to the Province, and the Province agrees to purchase from the Transferee, subject to all required approvals to be obtained within 90 days, the Property at the price calculated in accordance with paragraph 3 and substantially consistent with the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements but otherwise to be in a form agreed to by the Province and the Transferee, each acting reasonably, provided that: (a) Closing will occur on the date which is 60 days after the Province delivers the written notice that it has received all required approvals; and (b) the Transferee shall return the Property to the Province in its original condition it was in immediately prior to the transfer of the Property from the Province to Initial Transferee and, if applicable, the Transferee shall have the obligation to restore the Property to such condition at no cost to the Province. Any delivery of the Repurchase Notice following the expiry of the Repurchase Notice Period shall be null and void, and no agreement of purchase and sale shall be created upon such delivery. In this Participation Agreement, “Repurchase Notice Period” means the period commencing on the day following the fifth anniversary of the date of this Participation Agreement and ending on the 120th day following such day. 5. The Transferee acknowledges that the Province may be required to obtain certain approvals to exercise any of the options under this Participation Agreement. 6. The Province and the Transferee agree and acknowledge that the provisions of paragraph 2 shall not be applicable to (and none of the following shall constitute a sale or transfer for the purposes hereof), and the Transferee shall be entitled to do each of the following without triggering the provisions of paragraph 2: (a) any transfer or sale of a Sale Interest by the Transferee to an Affiliate of the Transferee provided that the Transferee provides the Province with 15 days prior written notice of such transfer and provided that each such transferee assumes the obligations of the Transferee in compliance with paragraph 9 below; in the event of such a transfer or sale the Eligible Expenses of such Transferee in regard to such Sale Interest shall be deemed to be the sum of the costs of such Affiliate and of its affiliated Transferee from which it acquired such Sale Interest; or (b) any bona fide mortgage or encumbrance of the Property or any part thereof in favour of a Third Party to secure the repayment of borrowings by the Transferor to the extent such borrowings are in respect of the acquisition and/or improvement of the Property or any part thereof, and/or in respect of the purchase, refurbishment and/or replacement of equi pment used at the Property, and for no other purpose or property; or (c) a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph (b) above following, provided however that such mortgagee and the Province, each acting reasonably, enter into an acknowledgement and assumption of this Participation Agreement, which acknowledgement and assumption shall not provide for a right of repurchase for the Province upon such sale, but shall require payment of Profit (subject to, as applicable, Section 12 below) resulting from such sale by such mortgagee, and shall require that any transferee of the Property or part thereof from such mortgagee enter into an assumption agreement in compliance with paragraph 9 below. 7. The Transferee acknowledges and agrees that the Province shall have all the rights and remedies of a secured party under the Personal Property Security Act and a mortgagee under the Mortgages Act in the event that such Transferee fails to pay any amount owing to the Province pursuant to this Participation Agreement. 8. On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Participation Agreement on title to the Property immediately following the transfer to the Transferee and prior to any mortgage or other instrument (other than Permitted Encumbrances pursuant to, and as defined in, the Sale Agreement). 9. The Transferee acknowledges that the provisions of this Participation Agreement run with title to the Property, and the Transferee covenants not to sell, transfer or otherwise alienate the Property or any part thereof to any affiliated entity or any third party unless such transferee agrees in wr iting to assume the obligations of the Transferee herein and be bound by the terms of this Participation Agreement in respect of the Property or such part thereof, as the case may be, in a form satisfactory to the Province. 10. At least 15 Business Days prior to the scheduled completion of a transfer of title to the Property or portion thereof, the Transferee shall deliver to the Province a sworn declaration setting forth the proposed Sale Price and Eligible Expenses and if there is any Profit, including information used to calculate the Sale Price, Eligible Expenses and Base Amount in accordance with this Participation Agreement, in reasonable detail to allow analysis and approval of the calculation of the Sale Price, Eligible Expenses and Profit (if any) by the Province. The declaration shall also include the calculation of the Profit payable by the Transferee to the Province. Prior to the completion of any transfer of the Property or any portion thereof by the Transferee, the Transferee must first obtain the approval of the calculation of the Sale Price, Eligible Expenses and the Profit, in writing, from the Province, and make arrangements to pay the Profit to the Province, if any, which arrangements must be satisfactory to the Province, acting reasonably. 11. In the case of a sale of a Sale Interest by a Transferee to a Third Party during the Term, the Profit, if any, payable to the Province pursuant to Section 2(e) hereof in connection with such sale shall take into account any Profit paid to the Province pursuant to this Agreement on a prior sale of a Sale Interest to a Third Party during the Term, it being the intent that the : (A) the Eligible Expenses in respect of each sale of a Sale Interest shall be the relevant costs incurred by such Transferee during its period of ownership of such Sale Interest; and (B) the Base Amount in respect of such Sale Interest shall be the Sale Price in respect paid by such Transferee in respect thereof, calculated based on a pro-rata basis in accordance with paragraph 2 above in respect of any portion of the Property if applicable. 12. In the case of a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph Error! Reference source not found. above, where the mortgagee is one of the five largest Schedule I Canadian chartered banks, the Profit, if any, payable in connection with such sale shall be the greater of: (a) amount by which the Sale Price in respect thereof exceeds the aggregate of the following: (i) the indebtedness outstanding under such mortgage; provided that such indebtedness shall not be greater than an amount equal to 70% of such bank’s valuation of the Property or relevant part thereof, excluding any equipment located on the Property (other than equipment required for the operation of the building, including but not limited to HVAC systems), which valuation shall be determined in accordance with such bank’s then customary lending practices; (ii) unpaid interest in respect of such indebtedness; and (iii) reasonable costs incurred by such bank in connection with the enforcement of such mortgage and the sale of the Property or part thereof; and (b) the amount that would otherwise be determined to be Profit pursuant to paragraph Error! Reference source not found.. 13. Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: [_________________] and to the Transferee’s solicitor at: [_________________] and to the Province at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON M5G 2L6 Attention: Vice President, Sales and Acquisitions Facsimile: 416-327-3942 And: Attention: Director, Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto, ON M5G 2C8 Facsimile: 416-326-2854 or at such other addresses as the parties may designate from time to time. 14. This Participation Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. 15. This Participation Agreement shall be binding upon, and enure to the benefit of the Transferee and the Province and their respective successors and permitted assigns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK – SIGNING PAGE FOLLOWS] DATED the <<Day>>, day of <<Month>>, <<Year>>. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: I/We have authority to bind the Corporation. DATED the <<Day>>, day of <<Month>>, <<Year>>. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES AS REPRESENTED BY ONTARIO INFRASTRUCTURE AND LANDS CORPORATION Per: Name: <<Director/Project Manager’s Name>> Title: <<Title>>, Sales, Easements & Acquisitions I have the authority to bind the Corporation. APPENDIX “A” [_________________] Schedule H DEVELOPMENT AGREEMENT PAYMENTS RE: Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services (the “Vendor”) s/t The Corporation of the City of Pickering (the “Purchaser”) [INSERT LEGAL DESCRIPTION] Closing Date: Development Agreement Payments to Vendor under Section 16.03 and 16.07 D/C Credit Recovery Payment $ Servicing Costs $ Seaton CSA $ Development Agreement Payments to Applicable Trustee under Section 16.06 Private Landowner Equivalency Payment $ Seaton CSA $ Seaton-Durham CSA $ Development Agreement Security under Section 16.01 Phase 1 RFEA $ Drawdown LC w/ Region of Durham $ Security w/ Region of Durham Seaton CSA $ Seaton-Durham CSA $ TOTAL AMOUNT $ All without duplication. E.&O.E. 4152-5502-2902.9 38997-2012 35086724.2 THE CORPORATION OF THE CITY OF PICKERING as "Vendor" and CAPLINK ACQUISITIONS LIMITED as "Purchaser" AGREEMENT OF PURCHASE AND SALE MAY3,2022 IO BUNDLE 8 LANDS Execution Version Attachment #2 to Report LEG 12-22 TABLE OF CONTENTS SECTION 1 DEFINITIONS .......................................................................................................................2 SECTION 2 AGREEMENT OF PURCHASE AND SALE .....................................................................7 SECTION 3 DEPOSIT/ PAYMENT OF PURCHASE PRICE ..............................................................8 SECTION 4 HARMONIZED SALES TAX ............................................................................................11 SECTION 5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY ........................................................................................................11 SECTION 6 CLOSING CONDITIONS ..................................................................................................16 SECTION 7 EXTENSION OF CLOSING ..............................................................................................18 SECTION 8 INTENTIONALLY DELETED..........................................................................................18 SECTION 9 RISK......................................................................................................................................18 SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS ...............19 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ........20 SECTION 12 INTENTIONALLY DELETED ........................................................................................21 SECTION 13 REFERENCE PLAN .........................................................................................................21 SECTION 14 TITLE .................................................................................................................................21 SECTION 15 NO ASSIGNMENT ETC...................................................................................................22 SECTION 16 DEVELOPMENT AGREEMENTS .................................................................................22 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS .........24 SECTION 18 TENDER .............................................................................................................................25 SECTION 19 ADJUSTMENTS ................................................................................................................25 SECTION 20 ELECTRONIC REGISTRATION ...................................................................................26 SECTION 21 CLOSING DELIVERABLES ...........................................................................................26 SECTION 22 NOTICE ..............................................................................................................................28 SECTION 23 CONFIDENTIALITY .......................................................................................................29 SECTION 24 GENERAL ..........................................................................................................................29 SECTION 25 IRREVOCABLE PERIOD ...............................................................................................31 4 !52-5502-2902.9 38997-2012 35086724.2 AGREEMENT OF PURCHASE AND SALE dated as of the 3 rd day of May, 2022 BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the "Vendor") OF THE FIRST PART -and - CAPLINK ACQUISITIONS LIMITED (hereinafter called the "Purchaser") OF THE SECOND PART RECITALS: A. As of the date hereof Her Majesty The Queen in Right of Ontario, as represented by The Minister of Government and Consumer Services, ("HMQ") is the owner in fee simple of the property defined as the "Lands" in Section 1.0 I (pp) of this Agreement. B. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. C. The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands on the terms and conditions as described in this Agreement. D. The Vendor offered to purchase the property from HMQ on the terms and conditions set forth in an offer (which offer, if accepted by HMQ, is referred to as the "HMQ Purchase Agreement"), in order to immediately thereafter, sell such fee simple interest in the Lands to the Purchaser. E. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 4152-5502-2902.9 38997-2012 35086724.2 - 2 - SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: (a) "Adjustments" means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b) "Affiliate" has the meaning set out in the Business C01porations Act, R.S.O. 1990, c. B. 16. (c) "Agreement" means collectively, this agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d) "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e) "As Is Where Is" has the meaning ascribed to it in Section 5.01. (f) "Assignee" has the meaning ascribed to it in Section 15 .02. (g) "Assignment and Assumption Agreement" means an agreement by which the Vendor shall assign and the Purchaser shall become a patty to a Development Agreement, Lease Permitted Encumbrance or the Participation Agreement and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease Permitted Encumbrance or the Participation Agreement. (h) "Attribution Development Charges" means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (i) "Attribution Prepayment" means the sum of the "Regional Attribution Water Supply DC Prepayment" and the "Regional Attribution Sanitary Sewerage DC Prepayment" (as such terms are defined in the Phase I RFEA) from time to time. G) "Authority" means any governmental or quasi-governmental authority, regulatory authority, government depmiment, agency, commission, board, tribunal, body or depatiment, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (k) "Buildings" means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and "Building" means any one of the Buildings. 4152-5502-2902.9 38997-2012 35086724.2 - 3 - (I) "Business Day" means any day on which the Government of Ontario normally conducts business. (m) "City" means the City of Pickering. (n) "Closing" means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. ( o) "Closing Date" means, subject to Section 7 .0 l, the date that is the later of: (i) the first Business Day that is 20 Business Days following the date the Purchaser waives or satisfies its condition(s) contained in Section 6.04a); and (ii) the first Business Day that is 10 Business Days following the deposit ofthe Reference Plan with the Land Registry Office, or such other date as the parties may agree, acting reasonably, provided that in no event shall the Closing Date occur after the Outside Date unless agreed to by the Purchaser, in its sole discretion. (p) "Community Use Land" has the meaning ascribed to it in the Seaton CSA. (q) "Contaminant" has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (r) "Cost Shared Service" has the meaning ascribed to it in the Seaton CSA. (s) "DC Credit Recovery Payment" has the meaning ascribed to it in Section 16.03. (t) "Deposit" has the meaning ascribed to it in Section 3.01. (u) "Developable Area Share" has the meaning ascribed to it in the Seaton CSA. (v) "Development Agreements" means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and "Development Agreement" means any one of such agreements. (w) "Development Agreement Payment" means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limite,d to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Prepayments, and Private Landowner Equivalency Payment. (x) "Development Agreement Security" means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (y) "Development Charge Credits" means the development charge credits earned pursuant to the Phase 1 RFEA. 4152-5502-2902.9 38997-2012 35086724.2 - 4 - (z) "Development Charge Prepayments" means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase I RFEA upon the development of Employment Lands. (aa) "Drainage Area Share" has the meaning ascribed to such term in the Seaton CSA. (bb) "Durham Owners" has the meaning ascribed to it in the Seaton-Durham CSA. (cc) "East Parcel" means that part of the Property described as the "East Parcel" on the sketch plan attached hereto as Schedule A-2. (dd) "Employment Lands" means those lands designated as "Prestige Employment Lands" in the 'Central Pickering Development Plan'. (ee) "Environmental Law" means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (ff) "Environmental Objection" has the meaning ascribed to it in Section 5.02. (gg) "Environmental Reports" means the reports relating to the environmental condition of the Lands as identified in Schedule C. (hh) "Execution Date" means the date on which this Agreement has been executed and delivered by all patties hereto. (ii) "Hazardous Substance" includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (ij) "HMQ" has the meaning ascribed to it in the recitals above. (kk) "HMQ Acquisition Costs" has the meaning ascribed to it in Section 17 .02. (II) "HMQ Purchase Agreement" has the meaning ascribed to it in the recitals above. (mm) "HST" has the meaning ascribed to it in Section 4.01. 4152-5502-2902.9 38997-2012 35086724.2 - 5 - (nn) "Inspection Period" means that period of time which ends on the first Business Day that is 45 days following the later of: (i) the Execution Date; and (ii) the "Execution Date" pursuant to (and as defined in) the HMQ Purchase Agreement. (oo) "Irrevocable Period" has the meaning ascribed to it in Section 25.01. (pp) "Lands" means the land(s) described in Schedule A-1 and outlined in red on the sketch plan attached hereto as Schedule A-2, as such description and sketch plan may be amended pursuant to Section 13.01. ( qq) "Land Transfer Tax Affidavit" has the meaning ascribed to it in Section 17.01. (rr) "Land Use Regulations" means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (ss) "Lease(s)" means all leases or licences of any portion of the Lands in force at Closing. (tt) "Master Parks Agreement" means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (uu) "Municipality" means the municipality (or municipalities) where the Prope1ty is located. (vv) "Offer Date" means the date the offer herein is submitted to the Vendor by the Purchaser. (ww) "OILC" means Ontario Infrastructure and Lands Corporation. (xx) "Open Data" means data that is required to be released to the public pursuant to the Open Data Directive. (yy) "Open Data Directive" means the Management Board of Cabinet's Open Data Directive, updated on April 29, 2016, as same may be amended from time to time. (zz) "Outside Date" means July 29, 2022, or such other date as the pmties agree. (aaa) "Participation Agreement" means the participation agreement to be entered into between the Vendor and HMQ at Closing, which participation agreement shall be substantively in the form attached to the HMQ Purchase Agreement. (bbb) "Permitted Encumbrances" means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. ( ccc) "Phase 1 RFEA" means the Seaton Regional Infrastructure Front Ending Agreement entered into amongst the Vendor, the Region and other owners of development land in the Seaton Community respecting the front end financing of certain Regional Infrastructure required for the development of Seaton Phase 1 (as defined in the Phase 1 RFEA) and the 4152-5502-2902.9 38997-2012 35086724.2 - 6 - design and construction of such Regional Infrastructure by the Vendor, the Region and such other owners. ( ddd) "Phase 1 RFEA Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (eee) "Phase 1 Prestige Employment Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (fff) "Pickering FIA" means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development of lands in Seaton. (ggg) "Private Landowner" has the meaning ascribed to such term in the Seaton CSA. (hhh) "Private Landowner Equivalency Payment" has the meaning ascribed to it in Section 16.06. (iii) "Property" means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (jjj) "Property Documents" means the documents in OILC's current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies ofassignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage repmts, archaeological reports or any other repmt relating to the physical, geotechnical or environmental condition of the Property; (D) copies of all Lease(s); (E) copies of all Permitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (kkk) "Provincial Successor" has the meaning ascribed to such term in the Seaton CSA. (lll) "Purchase Price" means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (mmm) "Purchaser's Reports" has the meaning ascribed to it in Section 5.06. 4152-5502-2902.9 38997-2012 35086724.2 - 7 - (nnn) "Region" means the Regional Municipality of Durham. ( ooo) "Regional Infrastructure" has the meaning ascribed to it in the Seaton CSA. (ppp) "Reference Plan" has the meaning ascribed to it in Section 13.01. (qqq) "ROFO and Repurchase Agreement" means the ROFO and Repurchase Agreement attached hereto as Schedule G to be entered into between the Vendor and the Purchaser on Closing. (rrr) "SCS" means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (sss) "Seaton Community" means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. (ttt) "Seaton CSA" means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (uuu) "Seaton-Durham CSA" means an agreement dated November 26, 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (vvv) "Seaton Trustee" means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (www) "Servicing Costs" has the meaning ascribed to it in Section 16.07. (xxx) "Subsequent Phase" means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has CU!Tently be granted by any Authority. (yyy) "Transaction" means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (zzz) "Vendor Parties" has the meaning ascribed to in Section 5.08. (aaaa) "West Parcel" means that patt ofthe Property described as the "West Parcel" on the sketch plan attached hereto as Schedule A-2. 4152-5502-2902.9 38997-2012 35086724.2 - 8 - SECTION2 AGREEMENT OF PURCHASE AND SALE 2.01 Subject to the closing of the HMQ Purchase Agreement and transfer of the fee simple interest in the Property to the Vendor pursuant thereto, the Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price for the Property shall be calculated as follows: (a) The Purchase Price for the East Parcel shall be based on a per acre price of FIVE HUNDRED AND FIFTEEN THOUSAND FIVE HUNDRED AND THIRTY-FIVE DOLLARS ($515,535.00). It is estimated that the area of the East Parcel is 60.8 acres more or less, which would result in a Purchase Price of THIRTY-ONE MILLION THREE HUNDRED AND FORTY-FOUR THOUSAND FIVE HUNDRED AND TWENTY EIGHT DOLLARS ($31,344,528.00). Provided however, that the actual Purchase Price for the East Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. (b) The Purchase Price for the West Parcel shall be based on a per acre price of THREE HUNDRED AND TWENTY SIX THOUSAND FIVE HUNDRED AND FIVE DOLLARS ($326,505.00). It is estimated that the area of the West Parcel is 89.1 acres more or less, which would result in a Purchase Price of TWENTY-NINE MILLION NINETY-ONE THOUSAND FIVE HUNDRED AND NINETY-FIVE DOLLARS AND FIFTY CENTS ($29,091,595.50). Provided however, that the actual Purchase Price for the West Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. SECTION3 DEPOSIT /PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor's solicitor in trust, by wire transfer: (a) Within five Business Days following the submission of this offer to purchase, a sum equal to five percent (5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a deposit to be held in accordance with the terms of this Agreement; (b) Within two Business Days following the Execution Date a further sum equal to five percent ( 5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a further deposit to be held in accordance with the terms of this Agreement; and (c) Within two Business Days following the satisfaction or waiver of the Purchaser's conditions in Section 6.04a) a further sum equal to ten percent (10%) ofthe Purchase Price, as estimated at Section 2.02 hereof, as a frniher deposit to be held in accordance with the terms of this Agreement, 4152-5502-2902.9 38997-2012 35086724.2 - 9 - (collectively, the "Deposit"). (d) The Deposit shall be invested by the Vendor's solicitors in an interest-bearing trust account with one of the six largest Schedule I Canadian chartered banks pending completion of the Transaction or earlier termination of this Agreement. The Deposit shall be credited against the Purchase Price on Closing and any and all interest earned thereon shall accrue to the benefit of and, subject to Sections (d) and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. The Vendor's solicitors are hereby authorized and directed to pay the Deposit ( or such portion of it as has been delivered by the Purchaser), together with all interest accrued thereon, in the manner contemplated by the provisions of this Section 3.02. (e) The Deposit shall be held by the Vendor's solicitors in trust in an interest-bearing account, interest bearing investment certificate or term deposit, or similar investment, with a Canadian Schedule I chartered bank pending Closing or earlier termination of this Agreement. It is expressly agreed that for the purposes of section 57 of the Law Society Act (Ontario), interest accrued on the Deposit shall be disposed of in accordance with this Agreement, which constitutes an "anangement in writing" for the purposes of paragraph 57(5)(a) of such Act, and shall not be held in trust for the Law Foundation of Ontario. (f) In holding and dealing with the Deposit pursuant to this Agreement, the Vendor's solicitors shall not be bound in any way by any agreement other than this Agreement, and the Vendor's solicitors shall not be considered to assume any duty, liability or responsibility other than to hold the Deposit in accordance with the provisions of this Agreement and to pay the Deposit, and any interest earned thereon, to the Person becoming entitled thereto in accordance with the terms of this Agreement, except in the event of a dispute among the parties to this Agreement as to entitlement to the Deposit. In the case of such dispute, the Vendor's solicitors may, in their discretion, hold the Deposit pending resolution of said dispute, or may, in their discretion, pay the Deposit into court, whereupon the Vendor's solicitors shall have no further obligations relating to the Deposit. (g) Nothing in this Agreement shall make the Vendor's solicitors responsible or liable in any matter for the sufficiency, correctness, genuineness or validity of any notice, certificate, authorization, direction and/or any other document to be delivered pursuant to this Agreement and accordingly, the Vendor's solicitors shall be at liberty to accept any notices, certificates, authorizations or directions of each of the parties or any other documents provided by such parties to the Vendor's solicitors as to any statements of facts as conclusive evidence of the truth of such statements and the Vendor's solicitors shall be in no way bound to call for further evidence or be responsible for any loss that may be occasioned by its failing to do so. For greater certainty, the Vendor's solicitors shall be entitled to assume or rely upon the authority of the person or entity making or signing such notice, certificate, authorization, direction and/or other document, the genuineness of the signatures thereto and the accuracy of the matters set out therein, with the right, but without the duty or obligation on the part of the Vendor's solicitors, to inquire beyond the face of any such notice, certificate, authorization, direction and/or other document received by it and the Vendor's solicitors shall be relieved of any liability or responsibility for any loss or damage which may arise as the result of the acceptance by the Vendor's solicitors of any such notice, certificate, authorization, direction and/or other document received by it in good faith. The Vendor's solicitors shall retain the right not to act and shall not be held 4152-5502-2902,9 38997-2012 35086724.2 -IO - liable for refusing to act unless it has, in its sole judgement, received clear documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. The Vendor's solicitors shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Vendor's solicitors, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Vendor's solicitors, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to pay the Deposit into comt without further liability on fifteen (15) days' written notice to the patties, provided (i) that the Vendor's solicitors written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Vendor's solicitors satisfaction within such fifteen (15) day period, then such resignation shall not be effective. (h) The Vendor's solicitors shall not be liable for any action taken or omitted by it, in good faith and in the exercise of its reasonable judgment in connection with the Deposit. (i) The patties to this Agreement expressly acknowledge to the Vendor's solicitors that the Vendor's solicitors may rely upon the provisions of this Section 3.02 notwithstanding that the Vendor's solicitors are not a Party to this Agreement. 3.02 If the Transaction is not completed in accordance with this Agreement for any reason other than the default of the Purchaser hereunder, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest forthwith after termination of this Agreement. If the Transaction is not completed in accordance with this Agreement due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.03 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct fo1thwith following Closing. 3.04 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to, at the election of the Vendor, either (i) the Vendor in trust; or (ii) HMQ by way of a written direction from the Vendor, which direction shall be provided not less than two (2) Business Days prior to Closing. The balance of the Purchase Price shall be payable by way of wire transfer, such payment being deemed to have been made when the recipient's financial institution confirms receipt of such wire transfer. 3.05 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor or as the Vendor may direct, to the appropriate Authority, or to the appropriate trustee under a Development Agreement. 4152-5502-2902.9 38997-2012 35086724.2 -11 - 3.06 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.07 The Transaction shall be completed on the Closing Date at the offices of the Vendor's solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax ("HST") payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the "Act"). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser ( or the applicable beneficial owner, if the Purchaser is acting as nominee or bare trustee) is registered under the Act and in that event, the Purchaser shall: (a) file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b) provide to the Vendor, on the Closing Date, a certificate confirming that the Purchaser (or the applicable beneficial owner, if the Purchaser is acting as nominee or bare trustee) is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor's failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor's solicitor, acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTIONS "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a) in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Prope1iy, and the Purchaser acknowledges it 4152-5502-2902.9 38997-2012 35086724.2 -12 - is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b) the Purchaser is purchasing and shall accept, assume and take title to the Prope1iy and any improvements thereon in an "As Is, Where Is" condition. The term "As Is, Where Is" means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Prope1iy may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser's intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Prope1iy; and (c) the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion ofthis Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Prope1iy. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Prope1iy, including, without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a repmi of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost ( collectively, an "Environmental Objection"). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a) unde1iake, as the Purchaser's sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor's sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after 4152-5502-2902.9 38997-2012 35086724.2 -13 - the Closing Date if compliance prior to Closing is not, in the Vendor's opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; provided that if the Vendor selects the option in this paragraph a, the Vendor and the Purchaser shall enter into an agreement on Closing providing for correction of the non-compliance post-Closing as set out above, and for access to the Property by the Vendor, which agreement shall be in form satisfactory to the patties and their solicitors, each acting reasonably; (b) credit the Purchaser, as the Purchaser's sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; (c) terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) refuse to do either a, b, or c above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have thirteen (13) Business Days from receipt of the Environmental Objection to make its election under a, b, c or d above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said thirteen (13) Business Day period, the Vendor will be deemed to have elected option d above. The Purchaser shall have seven (7) days from the date of the Vendor's election or deemed election under d above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph d above and in the event the Purchaser fails to make an election within said seven (7) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of three (3) Business Days' prior written notice to the Vendor, to carry out, at the Purchaser's sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the 4152-5502-2902.9 38997-2012 35086724.2 -14 - same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's and/or its agents' or consultants' presence on the Prope1ty or the Purchaser's and/or its agents' or consultants' activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third patty actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, the Prope1ty Documents listed in Schedule C and the Development Agreements within five (5) days of the date ofreceipt by the Vendor of the same from HMQ. The Purchaser acknowledges and agrees that: (i) the Prope1ty Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Prope1ty, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable effo1ts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements requested by the Purchaser, acting reasonably, (the "Other Information"). 5.06 The Purchaser covenants and agrees that the Prope1ty Documents provided by the Vendor and any and all third patty reports, findings, recommendations, opinions and information resulting from the Purchaser's due diligence ("Purchaser's Reports") and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser's Repo1ts and Prope1ty Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser's Repo1ts the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of: (i) Purchaser delivering an Environmental Objection; and (ii) this Agreement terminating as a result of the condition set forth in Section 6.04a) not having been waived or satisfied, the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Inspection Period, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Prope1ty issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 4152-5502-2902.9 38997-2012 35086724.2 -15 - 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Prope1iy to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents ( each individually, a "Vendor Party" and collectively, the "Vendor Parties") with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course ofthe Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third party who is not a Vendor Party, for any such condition, provided that the Purchaser hereby indemnifies and saves harmless the Vendor Parties for any claim made against a Vendor Party by any such third party resulting from such lawsuit. The foregoing shall in no way prevent the Purchaser from requiring compliance by the Vendor of any obligation to remediate which arises pursuant to Section 5.02a). 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Prope1iy), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as Schedule H. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set fo1ih in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser 4152-5502-2902.9 38997-2012 35086724.2 - I 6 - shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) HMQ and the Vendor, shall have negotiated and entered into the HMQ Purchase Agreement and shall have satisfied or waived all ofthe conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein, and the transactions provided for therein shall have been completed in accordance with the terms and conditions thereof, including that the Vendor shall have acquired the Property from HMQ, all of which shall have occurred prior to the Outside Date and prior to Closing; (b) the Reference Plan, if required, shall have been deposited within the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (c) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (d) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (e) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (f) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in pmt by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the 4152-5502-2902.9 38997-20 !2 35086724.2 -17 - Agreement is terminated as a result of the non-fulfilment of the condition set forth in Section 6.0l(a) or Section 6.0lb), neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01 ( c ), 6.01 ( d), 6.01 ( e) or 6.01 f), the Deposit shall be forfeited to the Vendor as liquidated damages and not as a penalty. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) on or before the expiration ofthe Inspection Period, the Purchaser shall have satisfied itself in its sole and unfettered discretion, with the physical condition of the Lands, the environmental condition of the Lands, the zoning of the Lands, the Participation Agreement, the Development Agreements, the Property Documents, the Other Information, the Lease(s), and all of its other due diligence tests, evaluations, inspections and investigations, including, but not limited to, the conditions set out in Section 5.05; (b) HMQ and the Vendor, shall have negotiated and entered into the HMQ Purchase Agreement and shall have satisfied or waived all of the conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein, and the transactions provided for therein shall have been completed in accordance with the terms and conditions thereof, including that the Vendor shall have acquired the Property from HMQ, all of which shall have occurred prior to the Outside Date and prior to Closing; (c) the Reference Plan, shall have been deposited within the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or perfotmed in all material respects at the times contemplated in this Agreement; (e) the representations and warranties of the Vendor set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (f) all documents and deliveries required to be executed and/or delivered by the Vendor shall have been executed and delivered to the Purchaser in accordance to this Agreement; and (g) the Phase 1 RFEA Amendment shall be finalized and entered into in accordance with Section 16.10. 6.05 The conditions set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in patt by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion ofthe Purchaser by written notice to the Vendor. The conditions are conditions precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 Ifthe condition set forth in Section 6.04g) has not been fulfilled within in the applicable time period, the Purchaser shall have the right to extend the Closing Date by a period or periods not exceeding 4152-5502-2902.9 38997-2012 35086724.2 -18 - in the aggregate 60 days in order to permit such condition to be fulfilled. It is acknowledged that the Vendor has a similar extension right pursuant to the HMQ Purchase Agreement, and the Vendor shall exercise such extension right if (and only) the Purchaser exercises the foregoing extension right for the same (and only the same) period(s) of time. 6.07 If a condition set fotth in Section 6.04 is not fulfilled within the applicable time period, if any, and/or the Purchaser fails to notify the Vendor or the Vendor's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Purchaser's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. SECTION7 EXTENSION OF CLOSING 7.01 Subject always to the restriction set out in Section 10.06 herein: (a) any extension of the irrevocable period pursuant to Section 7.02 of the HMQ Purchase Agreement shall automatically effect a similar extension to the Irrevocable Period pursuant to this Agreement, it being the intention that the Irrevocable Period hereunder shall always be the same period as the irrevocable period under the HMQ Purchase Agreement; and (b) any extension of the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement shall automatically effect a similar extension to the Closing Date pursuant to this Agreement, it being the intention that the Closing Date hereunder shall always be the same day as the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement and the Closing hereunder shall always be immediately following the "Closing" under (and as defined in) the HMQ Purchase Agreement. The Vendor agrees to give the Purchaser prompt notice of any exercise by HMQ its option under the HMQ Purchase Agreement to extend the closing date thereunder in accordance with the terms and conditions therein. SECTION 8 INTENTIONALLY DELETED SECTION9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Prope1ty shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Prope1ty, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser's and/or its agents, consultants or representatives entries and/or activities on or to the Prope1ty, in which event Section 5.03 shall govern) (the "Pre-Closing Damage"), the Vendor may elect (i) to forthwith repair the Prope1ty to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to 4152-5502-2902.9 38997-2012 35086724.2 -19 - complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm's length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to th(;) Property notwithstanding the election ofthe Vendor not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the execution, delivery and performance by the Vendor ofthis Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Vendor is a patty are within the Vendor's legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Vendor. 10.02 The Vendor represents and warrants to the Purchaser that this Agreement has been, and each agreement to be executed and delivered by the Vendor pursuant to this Agreement, will be duly and validly executed and delivered by the Vendor, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with their respective terms. 10.03 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5 th Supp.). 10.04 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.05 The Vendor represents and warrants that on or prior to the Execution Date, the Vendor and HMQ have entered into the HMQ Purchase Agreement, a true and complete copy of which has been provided to the Purchaser, and which HMQ Purchase Agreement is in full force and has not been amended. 10.06 The Vendor covenants that it shall not agree to any amendment of the HMQ Purchase Agreement without the prior written permission of the Purchaser, which consent may be arbitrarily withheld if the Purchaser determines, acting reasonably, that such amendment would have an adverse effect on the rights of the Purchaser under this Agreement, but otherwise such consent will not be unreasonably withheld or unduly delayed. Notwithstanding the foregoing, the Vendor covenants 4152-5502-2902.9 38997-2012 35086724.2 -20 - that it shall not agree to any amendment or extension to the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement that is not expressly provided for therein without the prior written permission of the Purchaser, which consent may be arbitrarily withheld if the amendment or extension of the "Closing Date" is after the Outside Date. 10.07 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. 10.08 Following the Execution Date, the Purchaser shall be permitted, notwithstanding that it is not yet owner of the Property, to make application to the City for such development approvals, building permits and other third permits or consents that are required by Applicable Law from the City for the commencement of construction on the Property of one or more buildings. For certainty, the Purchaser shall not be entitled to commence such construction until following Closing, subject always to the term of such approvals, permits and consents. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or any Vendor Pmty. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a pmty are within the Purchaser's legal power and jurisdiction and, will have been duly authorized and approved by all necessary action on the pmt of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As ofthe Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Prope1ty, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser fu1ther 4152-5502-2902.9 38997-2012 35086724.2 -21 - agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date, to the extent that such contractual obligations have been disclosed to the Purchaser as part of the Property Documents or otherwise, or are within the actual knowledge of the Purchaser. SECTION 12 INTENTIONALLY DELETED SECTION 13 REFERENCE PLAN 13.01 If required, the Vendor agrees to prepare and deposit in the Durham Land Registry Office, a reference plan(s) of survey of the Lands, or such portion thereof, if required (the "Reference Plan"). The parties acknowledge that the Property may not be conveyed until such a time as a Reference Plan deposited with the Durham Land Registry Office provides a registerable description of the Lands. The Purchaser shall pay, as an adjustment on Closing, the cost of preparing the Reference Plan if a new Reference Plan is required. The area of the Lands shall be conclusively determined by the Reference Plan. The parties acknowledge and agree that the Lands shall not include any of the "Natural Heritage Lands" as shown in the Central Pickering Development Plan approved pursuant to the Ontario Planning and Development Act, 1994. Should a new Reference Plan be required, the Vendor will provide the Purchaser and the Purchaser's Solicitors with a draft Reference Plan prior to it being deposited, and the Vendor shall take into consideration reasonable comments provided by the Purchaser prior to finalization and deposit of the Reference Plan. The Purchase Price shall be adjusted based on the areas as determined by the Reference Plan. SECTION 14 TITLE 14.01 The Purchaser shall have until the expiry of the Inspection Period to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of the Vendor. 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease(s); (d) all Community Use Land obligation pursuant to the Seaton CSA; (e) the Participation Agreement; (f) the ROFO and Repurchase Agreement; and (g) the Permitted Encumbrances. 4152-5502-2902,9 38997-2012 35086724.2 -22 - The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Inspection Period, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any paii of either, or register a caution in relation thereto, or direct title to the Prope1iy, without, in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. Notwithstanding the foregoing, the Purchaser may, upon prior written notice to the Vendor, assign this Agreement to an Affiliate of the Purchaser but the Purchaser shall not be relieved of any of its liabilities or obligations hereunder in the event of any such assignment to an Affiliate. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the "Assignee"), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01. SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Prope1ty, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally 4152-5502-2902.9 38997-2012 35086724.2 -23 - with the other Private Landowners, except as explicitly provided in the Development Agreements. Furthermore, the Purchaser acknowledges and agrees the assumed liabilities under the Development Agreements (including, but not limited to, all amounts required to be paid by the Purchaser on Closing pursuant to the terms of the Development Agreements) may be material in nature and the Purchaser acknowledges that it has been provided with sufficient opportunity to fully assess the nature and quantum of such assumed liabilities. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. Furthermore and for greater certainty, the Purchaser acknowledges that from and after Closing it shall be responsible for its share of the costs of all services and/or public infrastructure relating to the Lands, including, but not limited to, its proportionate share of any front funded costs which may have been paid by any third parties prior to Closing with respect to such services and/or public infrastructure. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 RFEA Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the. "DC Credit Recovery Payment". 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that, following the satisfaction of the condition set out in Section 6.04(g), the Lands will include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by viliue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton 4152-5502-2902.9 38997-2012 35086724.2 -24 - Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the "Private Landowner Equivalency Payment". 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area Share or otherwise as applicable (referred to herein as "Servicing Costs"). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of ce1tain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. 16.10 It is acknowledged that as of the Offer Date the Property comprises Seaton Future Phases pursuant to (and as defined in) the Phase 1 RFEA and accordingly are not subject the Regional Infrastructure funding and related provisions that are applicable to Phase 1 RFEA Lands. It shall be a condition of this Agreement in favour of the Purchaser that on or before the Closing an amendment of the Phase 1 RFEA that provides for the inclusion of the entirety of the East Parcel as Phase I Prestige Employment Lands thereunder (the "Phase 1 RFEA Amendment") shall be finalized and entered into by all persons required to be a paity thereto, which Phase 1 RFEA Amendment shall be in a form and substance acceptable to the Purchaser, acting reasonably. The City shall: (i) not object, directly or indirectly, to the Phase I RFEA Amendment; and (ii) use commercially reasonable efforts to advocate to the Region that it agree to the Phase 1 RFEA Amendment. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration ("Land Transfer Tax Affidavit"), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. Fmthermore and in addition to the foregoing amounts, the Purchaser agrees that it shall pay to the Vendor on Closing, the following amounts: 4152-5502-2902.9 38997-2012 35086724.2 -25 - (a) an amount equal to the amount of Land Transfer Tax, registration fees and any other taxes and fees payable in connection with the Vendor's purchase of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, which are not recoverable by the Vendor from the appropriate taxing authority; (b) all legal and other third-party expenses incurred or payable by the Vendor in connection with (i) the Transaction; and (ii) the acquisition of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, including, but not limited to, costs associated with any environmental site investigations performed by or on behalf ofthe Vendor with respect to the Lands, if any; (c) all marketing costs for which the Vendor is responsible or for which the Vendor has been required to pay in order to acquire the Lands pursuant to the terms of the HMQ Purchase Agreement, collectively, the "HMQ Acquisition Costs". The HMQ Acquisition Costs shall be set out in the statement of Adjustments. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Unless expressly set out to the contrary herein, money must be tendered in Canadian funds by electronic wire. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party's solicitor without the cooperation or participation of the other party's solicitor, and specifically when the tendering party's solicitor has electronically "signed" the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness and granted access to the other party's solicitors to same, but without the necessity for the tendering party's solicitor actually releasing such documents to the other party's solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs, HMQ Acquisition Costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 4152-5502-2902.9 38997-2012 35086724.2 -26 - 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the patties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section l 9.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the "Document Registration Agreement") and attached hereto as Schedule E. SECTION21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser's solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Lease(s), and subject to the rights of others as set out in the Permitted Encumbrances; (b) an Assignment and Assumption Agreement for the Lease(s); (c) an Assignment and Assumption Agreement for each of the Development Agreements; (d) an Assignment and Assumption Agreement for the Permitted Encumbrances, as applicable; (e) an Assignment and Assumption Agreement for the Paiticipation Agreement; (f) notice to the tenant(s) or licensee(s) pursuant to the Lease(s) infonning them of the sale of the Lands and directing them to make future rent payments to the Purchaser; 4152-5502-2902.9 38997-2012 35086724.2 -27 - (g) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (h) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (i) a direction regarding the payment of funds; G) statement of Adjustments; (k) Document Registration Agreement as set out in Schedule E; (1) the ROFO and Repurchase Agreement in form attached hereto as Schedule G; (m) a statement of the Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs and wire transfer instructions for the payment thereof, which statement shall be in the form attached hereto as Schedule I; and (n) such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor's Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; (c) a certified cheque, bank draft or a confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable; (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) Document Registration Agreement in the form attached as Schedule E; (h) an Assignment and Assumption Agreement for the Lease(s); (i) an Assignment and Assumption Agreement for each of the Development Agreements; 4152-5502-2902.9 38997-2012 35086724.2 -28 - (j) an Assignment and Assumption Agree ment for the Permitted Encumb rances, as app li cab le; (k) an Assign ment and As s umption Agreement for the Pa rtic ip at ion Agree me nt ; (I) the ROFO and Re purchase Agreement in the form attac hed hereto as Schedule G ; (m) th e Purchaser's Jndemnity and Covena nt Not to Sue in the fo rm attached hereto as Schedul e H; and (n) s uch ot her deeds, conveyances, reso lut io ns and other documents as the Vendor or its sol ici tors may reasonably require in order to imp le ment th e intent of this Agreeme nt. SECTION22 NOTICE 22.01 Any notice or ot her comm unicat ion req uired or permitted to be g iv en hereunder ("Notice") must be in writing and must be given by e ma il or by delivery. Any ot her means of notice wi ll not be effectiv e fo r the purposes of this Ag reem ent. If a Notice is g iven in acco rd ance with the foregoing se ntenc e afte r 5:00 p.m. (To ronto time) on a Business Day, it shall be deemed to have been given on the nex t Bus in ess Day th ereafter and if it is giv e n in acco rd ance with the fo rego in g sentence on or pri or to 5 :00 p.m. (Toro nto tim e) on a Bu si ness Day, it s hall be deemed to have been received on s uc h day. Notice of change of add ress will a lso be gove rn ed by thi s Section . No ti ces and ot her co mmuni cat ions will be addressed as follow s : if to th e Purchase r at: 1295 Ormont Drive Toront o, Ontario M9L 2W6 Att ention : Ojus Ajmera 8mail : o jus@fgfb ra nd s.co m with a co py to the Purchaser's solic itors at: Davies Ward Phillips & Vineberg LL P 155 We llin gton Str eet West Toronto , ON M5V 3.17 Atte nti on: Steve n Mar tin Email: smart in @d wpv.com if to the Vendor at: The Corp ora tion of th e C ity of Pi ckering One The Esp lanade 4152-5502-2902.9 38997-2012 35086724,2 -29 - Pickering Ontario, LIV 6K7 Attention: Paul Bigioni, Director, Corporate Services an d City Solicitor Email: pbigioni@pickering.ca with a copy to the Vendor's soli cit ors at: Torys LLP 79 Wellin gton Street West Suite 3000 Box 270, TD Ce ntre Toronto Ontario, MSK IN 2 Attention: Andy Gibbon s / Noore en Bhanji Email: agibbons@to rys .com I nbhanji @tor ys.co m or to such other address as a par ty de signates by Notice from time to time in accordance with the foregoin g. SECTION23 CONFIDENTIALITY 23.01 The Vendor and Purcha ser agree to take all necessary precautions to mainta in the co nfid e ntiality of th e terms and conditions contained he re in. The pa rti es acknow ledge th at thi s Agreement and a ny inform ation or documents th at are provided here und er may be rel ease d purs uant to the applicable provi sion s of th e Freedom ofInformation and Protection ofPrivacy A ct, R.S.O. l 990, c. F.31, as amended and th e Municipal Freedom ofInformation and Protection ofPrivacy Act, R.S.O. 1990, c. M.56, as amended and Open Data may be re leased purs uant to th e Op en Data Directive. Thi s acknowledgment shall not be construed as a waiver of any ri ght to object to the rel ease of this Agreement or of any information or do cum ent s. 23.02 The Pur chase r agree s to ens ure that the Purch aser, its officers , emp loyees, agents and sub contractors shal I, s ubj ect to Section 23.0 l, maintain th e confi denti a lity and secu ri ty ofall materials and in formation whi ch is the prope rty of the Vendo r and in the possession or under th e control of the Purchaser pursuant to thi s Agreement. The Purc hase r agrees to ensure that the Purchaser, its officers, emp loyees, agen ts and sub-contractors shall not directly or ind irectly disclose or use, either during or fo llowin g th e term of thi s Agreement, except where requ ired by law , any material or informat ion belong ing to the Ve ndor purs uant to thi s Agreement, without first obta ining the prior written con se nt of the Vendor for such di sclosure or use and in the event of te rmin ation of thi s Agreement, the Purcha se r wi ll be re spon sib le fo r returnin g a ll s uch document ation and info rmati on to the Vendor without ma kin g cop ies. SECTION24 GENERAL 24.01 From and after the Execution Date, the Purchaser s ha ll in demnify and save harmless th e Vendor Partie s from , a ny and all costs (including le ga l, consultant and wi tness co sts an d fee s), claim s, 41 S2·SS02·2902.9 38997-20 12 35086724 .2 -30 - demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), including, but not limited to, any such costs, claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgements, awards and liabilities that may result from a breach by the Vendor under the HMQ Purchase Agreement, that may arise as a result of any acts or omissions on the part of the Purchaser or any breach by the Purchaser of the terms of this Agreement. For greater ce1tainty, the Purchaser acknowledges and agrees that the Vendor has agreed to enter into the HMQ Purchase Agreement, solely for the purposes of enabling the sale of the Lands to the Purchaser as set out in this Agreement. 24.02 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this· Agreement may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.03 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.04 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.05 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Prope1ty, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the pmties hereto. 24.06 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.07 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.08 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.09 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or pmt thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected 4152-5502-2902.9 38997-2012 35086724.2 -31 - thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.10 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION25 IRREVOCABLE PERIOD 25.01 Signature of this offer (this "Offer") by the Purchaser to purchase the Property on and subject to the terms of this Agreement and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable for a period ending on June 30, 2022 (the "Irrevocable Period") and open for acceptance by the Vendor at any time on or before the expiry of the Irrevocable Period. This Offer, if (and only if) accepted by the Vendor on or before the Irrevocable Period, shall then constitute a binding contract of purchase and sale of the Property on and subject to the terms of this Agreement. If this Offer is not accepted by the Vendor on or before the expiry of the Irrevocable Period, this Offer shall be null and void and of no further effect. This Offer may be made and accepted in accordance with the foregoing by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this Offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this Offer are or will be acceptable to the Vendor. [ no further text on this page] 4152-5502-2902.9 38997-2012 35086724.2 ---------------- ---------------- ---------------- IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this 3rd day of May, 2022. CAPLINK ACQUISITIONS LIMITED By: Name: Ojus Ajmera Title: Vice-President By: Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this ___day of _______, 2022. THE CORPORATION OF THE CITY OF PICKERING By: ---------------Name: Title: By: Name: Title: I/We have authority to bind the Corporation 4 ]52-5502-2902.9 38997-2012 35086724.2 SCHEDULE A-1 LEGAL DESCRIPTION OF LANDS Registerable description not available. 4152-5502-2902.9 38997-2012 35086724.2 West Pal'cel: ;t·.,;· Onlorl u O Seaton • Bundle 8 Parcel 1, 91 .21 acres SCHEDULEB PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Leases, if any, (for greater certainty including expired leases registered against title to the Lands) and any notices of such leases registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Leases, which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants' interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it is presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Prope1ty and/or adjoining prope1ties provided the same are complied with in all material respects and all security given by the paities thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands 4152-5502-2902.9 38997-2012 35086724.2 encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable, consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1. Notice of the Phase l RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton-Durham CSA; 5. Notice of the Participation Agreement; and 6. Notice of the ROFO and Repurchase Agreement. 4152-5502-2902,9 38997-2012 35086724.2 SCHEDULEC PROPERTY DOCUMENTS 1. Residential Lease dated January 21, 1994 between Her Majesty the Queen in Right of Ontario, as represented by the Chair of the Management Board of Cabinet, as landlord, and John James Bird and Deborah Anne Bird, as tenants, as amended by a lease amending agreement dated August 15, 2013 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and John James Bird and Deborah Anne Bird, as tenants. 2. License Agreement made as of July 25, 2017 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as licensor, and Veridian Connections Inc., as licensee. 3. Farm Lease (Land Only) dated June 20, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister oflnfrastructure, as landlord, and Harry Vale, as tenant, as amended by a lease amending agreement dated October 1, 2019, with effect as of January 1, 2019, between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and Harry Vale, as tenant. 4. Farm Lease (Land Only) dated June 22, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and Ken Toms, as tenant. 5. Farm Lease with Residence dated June 25, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and William Turner and Ken Toms, as tenants. 6. Net Land Lease (Farm -Land Only) dated May 1, 2020 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and William Larkin, as tenant. 7. The memorandum of understanding dated October 2012 which contemplates the entering into of a future Phase Regional Front Ending Agreement. 4152-5502-2902.9 38997-2012 35086724.2 SCHEDULED INTENTIONALLY DELETED 4152-5502-2902.9 38997-2012 35086724.2 SCHEDULEE DOCUMENT REGISTRATION AGREEMENT BETWEEN: <> (hereinafter referred to as the "Vendor's Solicitor") AND: <> (hereinafter referred to as the "Purchaser's Solicitor") RE: The Corporation of the City of Pickering (the "Vendor") sale to<> (the "Purchaser") of the property legally described as<>, City of<>, being the whole of PIN <>(LT) (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated<> and accepted<> (the "Purchase Agreement"), scheduled to be completed on<> (the "Closing Date") Holding Deliveries In Escrow Advising of Concerns with Deliveries FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the patties hereto hereby undertake and agree as follows: 1. The Vendor's Solicitor and the Purchaser's Solicitor shall hold all funds, keys and closing documentation exchanged between them (the "Requisite Deliveries") in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor's Solicitor and the Purchaser's Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mmtgage lender. 1 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries ( as applicable) of any defect(s) with respect to same. 1Solicitors should continue to refer to the Law Society of Upper Canada practice guidelines relating to recommended procedures to follow for the discharge of mortgages. 4152-5502-2902.9 38997-2012 35086724.2 Selecting Solicitor Responsible for Registration Responsibility of Non-Registering Solicitor Responsibility of Registering Solicitor Release of Requisite Deliveries by Non-Registering Solicitor 3. The Purchaser's Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor's Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the "Registering Solicitor" and the other solicitor shall be referred to as the "Non-Registering Solicitor": Vendor's Solicitor will be registering the Electronic DocumentsD 4. The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows ~---a.m./p.m. on the Closing Date] (the "Release Deadline"), and provided that notice under paragraph 8 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the "Electronic Documents") in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non-Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. 4152-5502-2902.9 38997-2012 35086724.2 Returning Deliveries where Non-registration Counterparts & Gender Purchase Agreement Prevails if Conflict or Inconsistency Telefaxing Deliveries & Providing Originals if Requested 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. 9. Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate patties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. Dated this ___day of<>, 20_ Dated this __day of<>, 20_ Name/Firm Name of Vendor's Solicitor Name/Firm Name of Purchaser's Solicitor <> <> (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC-CBAO Committee oil Electronic Registration of Title Documents Oil March 29, 2004 and posted to the web site an A.nril s. 2004, 2 For the purpose of this Agreement, the term "registration" shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. 4152-5502-2902.9 38997-2012 35086724.2 Schedule "A" 1. 2. Transfer from <> to <>. Notice ofROFO and Repurchase Agreement in favour of The Corporation of the City of Pickering. 4152-5502-2902.9 38997-2012 35086724.2 SCHEDULEF INTENTIONALLY DELETED 4152-5502-2902.9 38997-2012 35086724.2 - 2 - "Business Day" means any day on which the Government of Ontario normally conducts business. "Closing Date" means the date upon which the Property is transferred by the City to the Initial Transferee pursuant to the Sale Agreement, being <<Enter Closing Date>>. "Development Agreements" has the meaning ascribed thereto in the Sale Agreement. "Eligible Expenses" means, subject to paragraph 10, in respect of a Sale Interest, the aggregate of the following: (a) 100% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (as capital is determined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; (b) reasonable legal and accounting fees paid by the Transferee in disposing of the Sale Interest; and (c) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise in respect of the Sale Interest, during the period of the Transferee's ownership of the Sale Interest. "Sale Price" means, in respect of a Sale Interest that is acquired by a Third Patty purchaser from a Transferee, the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Prope1ty or p01tion thereof, including all buildings and improvements, by such Third Patty purchaser dealing with the Transferee, including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or m01tgages assumed by such purchaser or taken back as part of the consideration for such sale transaction. "Term" means the period commencing on the date hereof and expiring on the earlier of: (i) the date on which Threshold Substantial Completion has been reached; and (ii) the date which is five (5) years following the date hereof. "Third Party" means, in respect of a Person, another Person that is not at arm's length to such Person or who is not an Affiliate of such Person. "Threshold Substantial Completion" means substantial performance (in accordance with the Construction Act (Ontario), as amended) on the Property of one or more buildings of not less than 400,000 square feet in the aggregate. "Transferee" means the Initial Transferee and any successor in title to the Prope1ty during the Term. 2. In the event of a sale or proposed sale of all or any p01tion of the Property (the "Sale Interest") by the Transferee to a Third Party at any time during the Term, at the option of the City, subject to paragraph 8.a) the City shall have the right to repurchase the Sale Interest at a purchase price equal to: 4152-5502-2902.9 38997-2012 35086724.2 - 3 - (a) if the Permits have not been obtained by the Transferee, an amount equal to the purchase price determined pursuant to paragraph 4, mutatis mutandis; or (b) if the Permits have been obtained by the Transferee, but Threshold ·substantial Completion has not been reached, an amount equal to the Base Amount plus the Eligible Expenses in respect thereof, ( as such purchase price is calculated in accordance with this paragraph 2, the "Purchase Price") and otherwise on the terms and conditions set out in this paragraph 2. In determining the Base Amount for a Sale Interest that is a portion of the Property, the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred, as shown by evidence (e.g. a reference plan) provided by the Transferee to the City at no cost to the City, to the reasonable satisfaction of the City. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Purchase Price or price at which the City is to repurchase the Sale Interest in accordance with this Agreement, the Transferee shall provide all documents, records and invoices in sufficient detail, at no cost to the City, to allow analysis and approval of such calculation(s) by the City, acting reasonably. 3. If the Transferee intends to sell the Sale Interest to a Third Party, or otherwise market for sale the Sale Interest to Third Parties, the following shall apply: (a) The Transferee shall give a notice (the "Sale Notice") to the City, which Sale Notice shall state such intentions, and shall contain an offer to sell to the City the Sale Interest at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2. (b) Subject to paragraph 8.a), the City shall have the right, exercisable by notice in writing given to the Transferee within 90 days following receipt of a Sale Notice (the "Offer Period") to elect to: (i) purchase the Sale Interest (the "Acceptance Notice") at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2; or (ii) not to purchase the Sale Interest (the "Rejection Notice"). (c) If within the Offer Period, the City delivers an Acceptance Notice to the Transferee, subject to paragraph 8.a), there shall be created at such time, automatically and without any further action or automatically and without any further action or documentation, an agreement of purchase and sale between the City and the Transferee pursuant to which the Transferee agrees to sell to the City, and the City agrees to purchase from the Transferee, the Sale Interest at the Purchase Price and on the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, provided that: (i) Closing will occur on the date which is 60 days after the City delivers the Acceptance Notice; (ii) if the Sale Interest is subject to one or more tenancies with Third Party(ies), such tenancies shall be assigned to the City, and the Purchase Price shall be subject to customary adjustment in respect thereof, all of which tenancy provisions shall be on terms and conditions customary for tenanted industrial property in the Greater Toronto Area; and (iii) such agreement of purchase and sale shall not be subject to the City obtaining any required approvals, it being agreed that any such approvals shall be sought and obtained 4152-5502-2902.9 38997-2012 35086724.2 - 4 - prior to the City delivering an Acceptance Notice; fmiher provided that if such agreement of purchase and sale terminates due to the City's default thereunder, the City shall be deemed to have delivered a Rejection Notice upon the occurrence of such termination. (d) Ifno notice is delivered by the City pursuant to paragraph 3.b), or if paragraph 8.a) applies, the City shall be deemed to have delivered a Rejection Notice. (e) If the City delivers, or is deemed to have delivered, a Rejection Notice, the Transferee may sell the Sale Interest to any Third Pmiy at such purchase price and on such terms and conditions it agrees to, in its sole and absolute discretion, with such Third Party; provided that if a sale of the Sale Interest does not occur within 180 days following date of delivery or deemed delivery of a Rejection Notice, the Transferee must again comply with this paragraph 2 in respect of any future proposed sale of all or any part of the Property. 4. In the event that the Transferee has failed to: (a) obtain and deliver copies to the City, of all development approvals, building permits and other third permits or consents required by Applicable Law from the City or other appropriate Authority to commence construction on the Property a building of not less than 200,000 square feet (the "New Building", and such approvals, permits and consents, the "Permits"); and (b) commence construction of the New Building, on or before the fifth anniversary of the date of this Agreement, provided that any such delays are not as a result of the City or other appropriate Authority unreasonably refusing to issue the necessary Permits or taking unreasonable delays in issuing such Permits, following receipt of a complete application by the Transferee for the same, then at any time, and from time to time, after the fifth anniversary of the date of this Agreement, subject to paragraph 8.b ), the City shall have the right, but not the obligation, upon written notice during the Repurchase Notice Period to the Transferee of its intention to repurchase the Prope1iy (the "Repurchase Notice"), to repurchase the Property, for a purchase price equal to: (i) the Base Amount; plus (ii) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise, during the period of the Transferee's ownership of the Propetiy. 5. If the City delivers the Repurchase Notice to the Transferee during the Repurchase Notice Period, subject to paragraph 8.b), there shall be created at such time, automatically and without any fmiher action or documentation, an agreement of purchase and sale between the City and the Transferee pursuant to which the Transferee agrees to sell to the City, and the City agrees to purchase from the Transferee, subject to all required approvals to be obtained within 90 days, the Propetiy at the price calculated in ac.cordance with paragraph 4 and substantially consistent with the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, but otherwise to be in a form agreed to by the City and the Transferee, each acting reasonably, provided 4 !52-5502-2902.9 38997-2012 35086724.2 - 5 - that: (a) Closing will occur on the date which is 60 days after the City delivers the written notice that it has received all required approvals; and (b) the Transferee shall return the Property to the City in its original condition it was in immediately prior to the transfer of the Property from the City to Initial Transferee and, if applicable, the Transferee shall have the obligation to restore the Property to such condition at no cost to the City. Any delivery of the Repurchase Notice following the expiry of the Repurchase Notice Period shall be null and void, and no agreement of purchase and sale shall be created upon such delivery. In this Agreement, "Repurchase Notice Period" means the period commencing on the day following the fifth anniversary of the date of this Agreement and, subject to paragraph 8.b), ending on the 90th day following such day. 6. The Transferee acknowledges that the City may be required to obtain certain approvals to exercise any of the options under this Agreement. 7. The City and the Transferee agree and acknowledge that the provisions of paragraph 2 shall not be applicable to (and none of the following shall constitute a sale or transfer for the purposes hereof), and the Transferee shall be entitled to do each of the following without triggering the provisions of paragraph 2: (a) any transfer or sale of a Sale Interest by the Transferee to an Affiliate of the Transferee provided that the Transferee provides the City with 15 days prior written notice of such transfer and provided that each such transferee assumes the obligations of the Transferee in compliance with paragraph 10 below; in the event of such a transfer or sale the Eligible Expenses of such Transferee in regard to such Sale Interest shall be deemed to be the sum of the costs of such Affiliate and of its affiliated Transferee from which it acquired such Sale Interest; or (b) any bona fide mortgage or encumbrance of the Property or any part thereof in favour of a Third Party to secure the repayment of borrowings by the Transferor to the extent such borrowings are in respect of the acquisition and/or improvement of the Property or any part thereof and for no other purpose or property; or (c) a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph b above, provided however that such Mortgagee and the City, each acting reasonably, enter into an acknowledgement and assumption of this Participation Agreement, which acknowledgement and assumption shall not provide for a right of repurchase for the Province upon such sale, but shall require that any transferee of the Property or part thereof from such mortgagee enter into an assumption agreement in compliance with paragraph 9 below. 8. The City acknowledges and agrees that the rights of the City under this Agreement are subordinate in all respect to the rights of the Province pursuant to the HMQ Participation Agreement. Accordingly: (a) if the Province validly delivers an "Acceptance Notice" pursuant to (and as defined in) the HMQ Paiticipation Agreement in respect of a Sale Interest, then upon such delivery: (i) the Offer Period hereunder shall immediately expire; (ii) the City shall be deemed to have delivered a Rejection Notice hereunder in respect of such Sale Interest; and (iii) if applicable, any agreement and purchase and sale in respect of such Sale Interest created 4152-5502-2902.9 38997-2012 35086724.2 - 6 - hereunder by the prior delivery of an Acceptance Notice by the City shall be null and void and of no further force or effect; and (b) if the Province validly delivers a "Repurchase Notice" pursuant to (and as defined in) the HMQ Pmticipation Agreement, then upon such delivery: (i) the Repurchase Notice Period hereunder shall immediately expire; and (ii) if applicable, any agreement and purchase and sale in respect of the Property created hereunder by the prior delivery of a Repurchase Notice by the City shall be null and void and of no further force or effect. For ce1tainty, and notwithstanding any provision of this Agreement, the Sale Agreement, the HMQ Pmticipation Agreement and/or the HMQ Purchase Agreement, the City does not have any right to participation in any "Profit" (as defined in the HMQ Participation Agreement) or any other amounts payable by a transferee of a Sale Interest, it being agreed that the right of pmticipation in such Profit is as between the City and the Province, the sole right of the Province pursuant to the HMQ Pmticipation Agreement. 9. On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Agreement on title to the Property immediately following the transfer to the Transferee and prior to any m01tgage or other instrument (other than Permitted Encumbrances pursuant to, and as defined in, the Sale Agreement, including notice of the HMQ Pmticipation Agreement). 10. The Transferee acknowledges that the provisions of this Agreement run with title to the Property, and the Transferee covenants not to sell, transfer or otherwise alienate the Property or any patt thereof to any affiliated entity or any third patty unless such transferee agrees in writing to assume the obligations of the Transferee herein and be bound by the terms of this Agreement in respect of the Property or such pmt thereof, as the case may be, in a form satisfactory to the City, acting reasonably. 11. In the case of sale of a Sale Interest by a Transferee to a Third Patty during the Term: (A) the Eligible Expenses in respect of such Sale Interest shall be the relevant costs incurred by such Transferee during its period of ownership of such Sale Interest that are captured by the definition of "Eligible Expenses"; and (B) the Base Amount in respect of such Sale Interest shall be the Sale Price paid by such Transferee in respect thereof, calculated based on a pro-rata basis in accordance with paragraph 2 above in respect of any portion of the Prope1ty if applicable. 12. Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and ifit is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: ifto the Transferee at: 1295 Ormont Drive Toronto, Ontario M9L2W6 4152-5502-2902.9 38997-2012 35086724.2 -7 - Attention: Ojus Ajmera Ema il: ojus@fgfbrands.com with a copy to th e Transferee's so li c itors at: Davi es Ward Phillips & Yin ebe rg LLP 155 Wellington Street West Toronto, ON M5V 317 Attent io n: Stev en Martin Email: s mart in@dwpv.com if to th e C ity at: The Corp oration of th e C ity of Pickering One The Esp lanade Pi ckering Ontario, LIV 6K7 Attention: Pau l Big io ni , Director, Co rporate Servi ces and City So li cito r Email: gb igioni@pickering,.ca with a copy to th e City's so li citors a t: Torys LLP 79 Well ington S treet West Suite 3000 Box 270, TD Centre Toront o Ontari o, M5K IN 2 Attention: Andy G ibbons/ Nooree n Bhanj i Email: ag,ibb o ns@torys.com / nbha nji @tory s.co01 or to s uch other address as a party designates by Notice fro m tim e to tim e in accordance with th e forego in g. 13. Th is Agreement may be executed and de! ivered in counterpa11 s and a ny such cou nte rp art may be de li vered in it s o ri g in al form o r by facs imil e tran smi ssion and each of which when so executed a nd de li vered s ha ll be dee med to be an o ri gin al and s uch counterparts toge ther s hall constit ute o ne and the sa me Agreement. 14 . Thi s Agreement s hall be bin ding upo n, and enure to the benefit of the Transferee and t he City and th e ir res pec tive succ essors and permitted assig ns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK -SIGNING PAGE FOLLOWS! 4 152-5502-2902.? 38997-201 2 35086724,2 - 8 - DA TED the <<Day>>, day of <<Month>>, <<Year>>. DATED the <<Day>>, day of<<Month>>, <<Year>>. CAPLINK ACQUISITIONS LIMITED Per: Name: Title: By: Name: Title: I/We have authority to bind the Corporation. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: 4152-5502-2902.9 38997-2012 35086724.2 -9 - APPENDIX "A" 4152-5502-2902.9 38997-20 12 35086724 ,2 SCHEDULER PURCHASER'S ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO SUE TO: The Corporation of the City of Pickering (the "Vendor") AND TO: <<Purchaser's Solicitor Name and/or Law Firm Name>>, its solicitors RE: <<Purchaser(s) Name>> (the "Purchaser") purchase from the Vendor of the prope1ty legally described as <<Legal Description>>, being <<the whole OR part>> of PIN <<Enter PIN>> (LT) (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, accepted <<Date Offer Accepted>>, as may be amended from time to time (the "Purchase Agreement") In consideration the closing of the Transaction and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged: I. The Purchaser agrees to accept, assume and take title the Property and any improvement thereon in an "As Is Where Is" condition in accordance with Section 5 of the Purchase Agreement. 2. The Purchaser acknowledges and hereby agrees to indemnify and save harmless the Vendor and its employees, directors, officers, appointees and agents from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties,judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Prope1ty, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Prope1ty including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, prope1ty damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 3. The Purchaser covenants and agrees that, effective as ofthe Closing Date, the Purchaser forever releases and covenants not to sue the Vendor and its employees, directors, officers, appointees and agents with respect to anything arising out of the environmental or any other condition of the Prope1ty or the presence of Hazardous Substances or Contaminants in, on, under, or 4152-5502-2902.9 38997-2012 35086724.2 - 2 - emanating from or onto the Property, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. 4. This Indemnity shall not merge but shall survive the Date of Closing and shall be continuing obligation of the Purchaser. 5. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 6. The provisions of this Purchaser's Environmental Indemnity and Covenant Not to Sue shall enure to the benefit of the Vendor and its successors and assigns and shall be binding upon the Purchaser and its successors and permitted assigns. DATED as of the ____ day of <<Month>>, <<Year>>. <<PURCHASER(S) NAME>> Per: Name: <<Individual Signing Documents for Corporation>> Title: <<Title>> Per: Name: <<Individual Signing Documents for Corporation, if there is a second person>> Title: <<Title>> I/We have the authority to bind the Corporation. 4152-5502-2902.9 38997-2012 35086724.2 SCHEDULE I STATEMENT OF DEVELOPMENT AGREEMENT PAYMENTS RE: The Corporation of the City of Pickering (the "Purchaser") sit SBB Industrial (Seaton) Limited Partnership [INSERT LEGAL DESCRIPTION] Closing Date: Development Agreement Payments to Vendor under Section 16.03 and 16.07 DIC Credit Recovery Payment $ Servicing Costs (Veridian) $ Seaton CSA $ Development Agreement Payments to Applicable Trustee under Section 16.06 Private Landowner Equivalency Payment $ Seaton CSA $ Seaton-Durham CSA $ Development Agreement Security under Section 16.01 Phase 1 RFEA $ Drawdown LC wl Region of Durham $ Security wl Region of Durham Seaton CSA $ Seaton-Durham CSA $ TOT AL AMOUNT $ All without duplication. E.&O.E. 4152-5502-2902.9 38997-2012 35086724.2 SCHEDULE A-2 4152-5502-2902.9 38997-2012 35086724.2 LANDS East Parcel: Attachment #3 to Report LEG 12-22 ':-'i'/2~;" Ontano O Seaton -Bund le 8 Parcel 2 , 63.62 acres COueen's Printer for Ontario For ilustrative purposes only. 'Areas and Li"nits to be oonfnned by survey. 0 so 100 -Me ters 200 Name : Burdle 8 Parcel 2 Da1e: 7/30ao1g N A 4152-5502-2902.9 38997-2012 35086724.2 West Parcel: 3~~:t Ontario8 Seaton -Bundle 8 Parcel 1, 91.21 acres © Queen's Printer for Ontario For illustrative purposes only. •Areas and Limits to be confirmed ty survey 0 50 100 Meters 200 Name Bundle 8 Parcel 1 Date: 7130/2019 N A i: , ,. < .; , .. . 0: 0 .. . .. • .. . < 0: w " .. . .. . ~" ,", -- CD - Si d e l l n e 2 0 5i d e l l n e 2 2 - ~ ;; l ! ;, Sl l l e ll n e Z 5 Sl d e l r t u ! 2 & No r t h Rd Sl d t l l n e l 2 ~ 5\ ! $ ~ :; i ' w\ \ r !) T " ,. _ l fi i ! r: i .. , . 4' 1 l II ~ ~ :. i ~ 0 - 'i ' _ ll l l l l 7 ~ "' ~ ,: , i -- § ~ ~ ~ g ;: ; Sl d e l i n ~ H • LL <. ! ) LL ~□ ~w " .. . J f- IQ_ 2 ~ ~ _J 45.7 64 .8 SI D E L I N E 2 6 BLOCK 49 Heritage Lot 0.73Acres 0.30Ha N70°14'40"E N70°21'05"E 44.030 28.300 E 174.065 "NN70°21'05"E 0654'5 0°E 2 2 7 "3 0192°3.45.6 '.5 '1 1 1 57202 5 21.9 N °55 0"818 .5 8W N3 .23 4 1 . 4 8. N06°11'40"E 6 1 6 . 1 6655 ..11 50.300 N19 °1 9'2 0" W N19 °1 9'2 0 "W 14 .0 30 .0 NEW 0 62.1 27 . 0 BLOCK 22 0 48.62Stormwater 12 .8 E "02'9 0 0 9 92. 180 92. 905 Pond °881 4 . 1 .222 8 . 9 2N 1.7 Acr es +/-BLOCK 32 N0 3°07'2 0"E 33.760 45.0 Natural Heritage E N "3 5 . 6 5 6 0 3 '°3 4 1 5 6 7°' 6 2621. 55 0N ."62 W 3.95Acres 10 4 3 . 7 16.71 [54'-10"] 1.60Ha N10°4 5'40"W 16.71 [54'-10"] 6.20 [20'-4"] 10.00 [32'-10"] 10 2. 8 1 3 2 . 1 125.080 NEW BLOCK 22 Stormwater Pond 4 .93 1.6 Acr es +/-N10°4 5'40"W 14.00 [45'-11"] 15[.5 409 '-10"] 75.400 8 .39 1 4 1 . 7 1 2 3 . 6 14.[0450 '-1 1 1 7 . 1 1"] 9 8 . 4 BLOCK 31 TE 305 UO . Setbac k 96R BLOCK 30 ERIFNatural Heritage Natural Heritage MT O 2.11Acres 3.07Acres 2 14m .45 0.85Ha 1.24Ha E '35" 43BLOCK 8 N12°14 6 . 9 .[0450 '-16 .0 1"] 74.9 Prestige Empl o yme nt General 1.1 4.00 [ 4 5 '7 - 1 1"3 ] 42.30Acres Se t b a ck 9 9 .0 4 5 MTO 17.12Ha 1 4 m 7 2 . 7 82.0 7 82.9 .54 "E 5 5'1 °2 71 4.00 [ 4 5 '- 1 1"N4] FIRE ROUTE 98.6 [45'-11"] 14.00 47.5 FI RE ROUT E N 6 3°01'40"E 14.00 20 .9 [ 4557.6 23 .3 65 '-11"] 14m MTO Setback N 63°0 1 '4 0 "E 47 .515 14m MTO Setback 11 4 .4 [45 14.00 291.575 '- 11"] N68°52'05"E N68°51'30"E 100.910 60.035 N68°52'05"E N68°52'05"E 20.120 Federal Airport Land Attachment #4 to Report LEG 12-22 RelocateNorthern Boundry of Seaton Neighboor 21 Heritage House ACCESS HIGHWAY 7 (MTO) N71°41'40"E 20.160 POINTHIGHWAY 7 (MTO) N71°18'20"E N71°18'20"E 20.130 N71°18'20"E N71°18'20"E N71°18'20"E 123.335279.42062.515 59.820 62.6 59.6 14 . 0 0 [4 5 ' - 1 1 " ] 14 . 0 0 [4 5 ' - 1 1 " ] 14m MTO Setback14m MTO Setback 14 . 0 0 [4 5 ' - 1 1 " ] 14m MTO Setback14 . 0 0 14m MTO Setback Heritage L ot: 414786 TOTAL TOTAL FIRE ROUTE 7. 5 0 [2 4 ' - 7 " ] 7.0 0 [2 3 ' - 0 " ] CAR PARKINGFIRE ROUTE 6 FIRE ROUTE FIRE ROUTECAR PARKING 815 HWY 7 Relocated 271220 Heritage 9 16393323 9 Hou se (FGF Screen WallScreen Wall Learning Studi0) 10 . 6 7 10 . 6 7 [3 5 ' - 0 " ] [3 5 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] 10 . 6 7 10 . 6 7 [3 5 ' - 0 " ] [3 5 ' - 0 " ] 2 Storey2 Storey 6.00 FI R E R O U T E 60 . 3 2 [1 9 7 ' - 1 1 " ] Office &TM [19'-8"]Office & TM 21 . 3 4 21 . 3 4Welfare Areas (22,700sf) 2109 sm Access Point FI R E R O U T E FG F W a y FI R E R O U T E Welfare Areas (22,700 sf) 5.00 5.00 [16'-5"]14 [16'-5"] FI R E R O U T E TRAILER STAGING 2109 sm 6. 5 0 [2 1 ' - 4 " ] TRAILER STAGINGBUILDING4214.6 [704'-0"]BUILDING3 83.00 6.50 6.50[9'-10"] [21'-4"] [21'-4"] 7 7 PATIO 214.6 [704'-0"]6.50 31.45 [21'-4"] [103'-2"] 41.98 [137'-9"]45.7 TOTAL GFA 231,000sf (21471sm)TOTAL GFA 231,000sf (21471sm)TRUCK TURN 19 19 16.5 16.5 16.5 [54'-0"] 16.5 [54'-0"] 16.5 [54'-0"] 16.5 [54'-0"] 1st Floor 220,000sf(20449sm) COURTYARD 16.5 [54'-0"] 16.5 [54'-0"]1st Floor 220,000sf(20449sm)[54'-0"] [54'-0"] [54'-0"] 93 . 3 [3 0 6 ' - 3 " ] 93 . 3 [3 0 6 ' - 3 " ] 16.5 16.5 16.5 16.5 [54'-0"] [54'-0"] [54'-0"] [54'-0"] 16.5 16.5 16.516.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 PATIO [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"][54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] 10 . 0 0 [2 3 ' - 0 " ] [4 5 ' - 1 1 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] 64 .8 21 . 3 4 21 . 3 4 21 . 3 4 21 . 3 4 Total Phase 1 (60 Acres) [3 2 ' - 1 0 " ] 5.0 0 10 . 0 0 [3 2 ' - 1 0 " ] [1 6 ' - 5 " ] 7. 0 0 2nd Floor 11,400 sf (1060 sm)2nd Floor 11,400 sf (1060 sm) [7 0 ' - 0 " ] [7 0 ' - 0 " ] 21 . 3 4 21 . 3 4 36 . 0 0 TRUCK TURNFlour Flour19.92 COURTYARDSilos Silos[65'-4"] *4 Plants & 1 DC (1.1 million sf) FI R E R O U T E Pr oc epter Grease Int erc epter 3000gal Pr oc epter Grease Int erc epter 3000gal r oug h in f or DAFSystem r oug h in f or DAFSystemMecha ni ca l Room 1300 sf Mechanical Room 1 300 sf S pri nkl er Room 1100 sf 21 11.00 [36'-1"] S pri nkl er Room 1 100 sf22 FI R E R O U T E 22.00 [72'-2"] 2x3000 KVA2x3000kva *1st 2 Plants- (Building 1 &2) 5.00 23 23 [2 5 ' - 0 " ] 7. 6 [2 5 ' - 0 " ] 6 Sc r e e n W a l l FI R E R O U T E E le ctri ca l Room SubstationElectri ca l RoomSUBSTATION 21.07 Sc r e e n W a l l 7. 6 [16'-5"] 1 200 sf12 DOCKS17 DOCKS 1200 sf 12 DOCKS 17 DOCKS 22 .0231 4'W x16'H OH Door 1 4'W x16'H OH Door FI R E R O U T E [69'-1"] Access TRANSIT WAY 24.7424.74 [81'-2"][81'-2"]AMMONIA ROOM 4,000 sf 22 22m Sc r e e n W a l l AMMONIA ROOM 4,000 sf 24' clear height 24' clear heightS truc tu ra l Pl at fo rm above 15 . 2 7 [5 0 ' - 1 " ] [5 0 ' - 1 " ] 15 . 2 7 DR I V E I N RA M P DRIVE IN RAMP for 4 cooling towers 6S tr uctural Pl at form above for 4 cooli ng t owers24.39 24.39 [80'-0"][80'-0"] [1 1 8 ' - 1 " ] 38 . 1 0 32 . 4 7 [1 2 5 ' - 0 " ] [1 0 6 ' - 6 " ] 2022/2023 (460,000 sf) 10x500KW 10x500KW GeneratorsGenerators FIRE ROUTEFIRE ROUTEFIRE ROUTE FIRE ROUTE 20 . 0 [1 6 ' - 5 " ] Of f i c e & T M We l f a r e A r e a s [1 6 ' - 5 " ] 5. 0 0 5.0 0 22 . 0 0 10.00 [32'-10"] TRAILER PARKING 51 TRAILER PARKINGFuture New Road & Access 10 . 0 0 [3 2 ' - 1 0 " ] [9 8 ' - 5 " ] Access Point TOTAL TOTAL 22 m 29 . 9 9 FIRE ROUTE Point [3 6 ' - 1 " ] [7 2 ' - 2 " ] Point Access Wonder Drive 11 . 0 0 12.19Bridge Alignment to Phase 2 (89 Acres land Access[40'-0"] Point PointCul-de-sac FIRE ROUTE FIRE ROUTE 35 . 0 7 [1 1 5 ' - 1 " ] [2 0 ' - 4 " ] [2 3 ' - 0 " ] 5. 0 0 [1 6 ' - 5 " ] FIRE ROUTE 5.0 0 [1 6 ' - 5 " ] 6. 2 0 10.00 10.00[32'-10"] [32'-10"] 7. 0 0 FIRE ROUTECAR PARKING CAR PARKING 200 238 PATIO PATIO 31 31 22.37 Screen Wall Screen Wall89 ACRES [73'-5"] 6 6 [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 10.67 10.6710.67 10.67 [7 0 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] 21 . 3 4 21 . 3 4PARCEL [35'-0"] [35'-0"][35'-0"] [35'-0"] FI R E R O U T E 148.66 [487'-9"]2 Storey BUILDING5 (2 2 , 7 0 0 s f ) 21 0 9 s m FI R E R O U T E 2 S t o r e y 7.50 [24'-7"] Office &TM Welfare Areas 16.46 16.46 16.46 16.46 16.46 16.46 16.46 16.46 16.46 [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"][54'-0"] [54'-0"] [54'-0"]3737(22,700sf) DISTRIBUTIONCTR.2109 sm 2nd Floor Office FI R E R O U T E 39.63 7.6 [25'-0"] 21.34 21.34 Cross Dock 64 . 5 5 [2 1 1 ' - 9 " ] 3,800 SF 9 39.637.6 7.007.009 [130'-0"][25'-0"] [23'-0"][23'-0"] TOTAL GFA 106,800 sf (9853sm) 21.34 21.34 21.34 21.34 21.34 21.34 [130'-0"][70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] 62.01 FI R E R O U T E FI R E R O U T E Sc r e e n W a l l 1st Floor 103,000sf(9574sm) [203'-5"]Current Road & Bridge Alignment 17 D O C K S 12 D O C K S AM M O N I A R O O M 4 , 0 0 0 s f S tr uct u r a l P l at fo r m a b o v e fo r 4 c o o l i ng t ow e r s 24 . 3 9 [8 0 ' - 0 " ] 24 . 7 4 2nd Floor 3,800sf(278sm)17 D O C K S 21 . 3 4 93.3 [306'-3"] [5 4 ' - 0 " ] 16 . 5 BUILDING1 TOTAL GFA 231,000sf (21471sm) 1st Floor 220,000sf(20449sm) 2nd Floor 11,400 sf (1060 sm) 16 . 5 [5 4 ' - 0 " ] 16 . 5 [5 4 ' - 0 " ] 21 4 . 6 [7 0 4 ' - 0 " ] 93.3 [306'-3"] 16 . 5 [5 4 ' - 0 " ] BUILDING2 FIRE ROUTETOTAL GFA 230,000sf (21378sm) 16 . 5 [5 4 ' - 0 " ] 40 . 7 1 [1 3 3 ' - 7 " ] 18 . 3 0 [6 0 ' - 1 " ] FIRE ROUTE 24 . 3 9 [8 0 ' - 0 " ] 24 . 7 4 AM M O N I A R O O M 4 , 0 0 0 s f 24 ' c l e a r h e i g h t St r u c t u r a l P l a t f o r m a b o v e fo r 4 c o o l i n g t o w e r s 32 219,000sf(20356sm) 2nd Floor 11,400 sf (1060 sm) 16 . 5 [5 4 ' - 0 " ] 21 4 . 6 [7 0 4 ' - 0 " ] 1st Floor32 30.47 [100'-0"] 24 ' c l e a r h e i g h t 10.00 [8 1 ' - 2 " ] [32'-10"] TRAILER PARKING [8 1 ' - 2 " ] 90 [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] 5015.27 15.277.50 [50'-1"] [50'-1"][24'-7"] TRAILER PARKING [6 0 ' - 4 " ] 18 . 4 0 WH I T E S R O A D 38 38 7.00 [23'-0"] 3.00 [9'-10"] TRAILER PARKING10.0012 D O C K S 184.0 [32'-10"] 20 FI R E R O U T E FI R E R O U T E FI R E R O U T E [5 4 ' - 0 " ] 26 19 TRAILER PARKING 16 . 5 16 . 5 1 4'W x 1 6 ' H O H D o o r E le ctr i ca l R o o m 1 20 0 s f DRIVE INRAMP DRIVE INRAMP [5 4 ' - 0 " ] S pri nk l er R o o m 1 10 0 s f Me c h a n i c a l R o o m 1 300 s f Pr oc ep t e r G r e a s e In t er c ep t e r 3 0 0 0 g a l r ou g h i n f or D A F S y s t e m S pr i nk l er R o o m 1 1 0 0 s f Me c h a ni ca l R o o m Pr oc ep t e r G r e a s e In t er c ep t e r 3 0 0 0 g a l 1 3 0 0 s f r ou g h i n f or D A F S y s t e m Fl o u r El e c t r i ca l R o o m 1 2 0 0 s f 1 4'W x 1 6 ' H OH D o o r Fl o u r Si l o s [8 2 ' - 1 1 " ] Si l o s 25 . 1 1 [8 2 ' - 4 " ] 21 . 3 8 [7 0 ' - 2 " ] 6 TRUCK TURN 2x3000kva 10x500KW 10x500KW 2x3000kva COURTYARD SUBSTATION Generators Generators SUBSTATION [4 9 ' - 1 " ] 14 . 9 5 [3 2 ' - 1 0 " ] [1 3 ' - 1 " ] [5 7 ' - 9 " ] 17 . 6 0 [3 2 ' - 1 0 " ] [1 3 ' - 1 " ] 4.0 0 25 . 2 8 [1 0 5 ' - 5 " ] 10 . 0 0 32 . 1 2 EXISTING SUB DIVISION BLOCKS: *BLOCK 1 - 7.43 Acres *BLOCK 2 - 18.55 Acres Gross Developable - 50.6 acres *BLOCK 3 - 5.01 Acres minus internal road - 3.5 acres *BLOCK 5 - 5.58 Acres Net Developable = 47.1 acres *BLOCK 6 - 14.03 Acres 4. 0 0 10 . 0 0 HIGHWAY 407 *BLOCK 22 - 5.43 Acres (Storm water Pond)HIGHWAY 407 WHITES ROAD *BLOCK 30 - 2.11 Acres (Natural Heritage)INTERCHANGE *BLOCK 49 - 0.73 Acres (Heritage Lot & House) TOTAL - 58.87 Acres PROPOSED FGF FOOD Date: MANUFACTURING CAMPUS SITE PLAN CONCEPT # 6A March 26, 2022 60 ACRES