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HomeMy WebLinkAboutECD 06-25Report to Council Report Number: ECD 06-25 Date: August 12, 2025 From: Fiaz Jadoon Director, Economic Development & Strategic Projects Subject: Amendment to ROFR Agreements (Employment Land – 2019 Parcel 3) With Unity Hub Industrial Park Ltd., Amalgamation of Shirva Investment and Development Corporation and 10466921 Canada Inc. File: A-1440-001 Recommendation: 1. That Report ECD 06-25 from the Director, Economic Development & Strategic Projects regarding the proposed amendment to the Right of First Refusal (ROFR) Agreements entered into pursuant to the Agreements of Purchase and Sale for: a. 5.28 acres sold to Shirva Investment and Developments Corporation (PIN 26402-0159) and, b. 1.12 acres sold to 10466921 Canada Inc. (PIN 26402-0158), both of which are now amalgamated as Unity Hub Industrial Park Ltd., be received; 2. That Staff be authorized to replace the existing ROFR Agreements with the new ROFR Agreement attached to this report, provided that Unity Hub Industrial Park Ltd., executes and registers on title an Amending Agreement with His Majesty the King in Right of Ontario as represented by the Minister of Infrastructure substantially in the form attached to this report; 3. That the Mayor and City Clerk be authorized to execute the attached new ROFR Agreement (Attachment 2) with Unity Hub Industrial Park Ltd. with an additional 2.5 years to commence construction of new buildings on the said lands; and, 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. Executive Summary: The purpose of this report is to seek Council's approval of a new Right of First Refusal (ROFR) Agreement with Unity Hub Industrial Park Ltd. to replace the old ROFR Agreements with Unity Hub’s corporate predecessors, Shirva Investment and Developments Corporation and 10466921 Canada Inc. These amendments relate to the City’s right to repurchase the lands if the developer fails to obtain the required development approvals and permits, and begin construction within five years of the original agreement (Attachment 1). The original Purchase of Sale Agreements were presented in Report CAO 02-20 and endorsed by Council on May 13, 2020 (Resolution #298/20). The former Shirva Investment and Developments Corporation purchased 5.28 acres of employment lands (PIN 26402-0159) for the development of an office building, while 10466921 Canada Inc. acquired 1.12 acres (PIN 26402-0158) for the development of a gas station and ECD 06-25 August 12, 2025 Page 2 convenience store. Both properties are located on Part Lot 24, Concession 5 Pickering, identified as Parts 1, 2, 4 & 5, Plan 40R-30968, and are now held under the amalgamated entity Unity Hub Industrial Park Ltd. (Attachment 4). However, due to rising development costs and broader economic challenges during and following COVID-19 pandemic cited by the developers, construction on both projects have not yet commenced. In addition, the provisions within the existing ROFR Agreement have created barriers for Unity Hub Industrial Park Ltd. in securing the financing necessary to advance the developments. Staff recommends amending the ROFR Agreement to extend the construction commencement deadline by 2.5 years, allowing a total of 7.5 years from the original Agreement date. This amendment will provide Unity Hub Industrial Park Ltd. with the flexibility and support needed to advance their development plans. Importantly, having an updated agreement in place will enhance their ability to secure the necessary financing to initiate construction and complete projects that will generate new economic activity in the area. Staff recommends that Council approve the Amending Agreements with Unity Hub Industrial Park Ltd. as outlined in Attachments 2 and 3. Relationship to the Pickering Strategic Plan: The recommendations in this report respond to the Pickering Strategic Plan Priority of Champion Economic Leadership & Innovation. Financial Implications: No financial implications are associated with this amendment of the ROFR Agreements. Discussion: The purpose of this report is to seek Council's approval of a new ROFR Agreement with Unity Hub Industrial Park Ltd. which will replace the existing ROFR Agreements previously entered into with its corporate predecessors, Shirva Investment and Developments Corporation and 10466921 Canada Inc. These proposed amendments aim to address challenges related to project financing and development timelines, and to support the advancement of employment-generating uses within the Seaton Innovation Corridor. On October 22, 2019, the City executed an agreement with the Province of Ontario to purchase a parcel of employment land described as Part Lot 24, Concession 5 Pickering within the Seaton Innovation Corridor. The primary objective of this acquisition was to facilitate the sale of these lands to developers or end-users for projects that would generate business activity and employment opportunities. Under Section 2 of the Participation Agreement, the Province of Ontario included a clause to prevent land speculation and ensure the property is used for its intended economic development purpose. This clause grants the Province the right to either repurchase the property at the original sale price (plus verified capital improvements) or claim 100% of any profit if the developer attempts to sell all or part of the property during the agreement term. Additionally, if the developer ECD 06-25 August 12, 2025 Page 3 fails to begin and continue using the property for its intended purpose within a specified timeframe, the Province may repurchase the land and require it to be restored to its original condition. This provision is designed to protect the public interest, discourage speculative resale, and ensure timely and appropriate development aligned with the Province’s objectives. The Province has since provided an Amending Agreement (Attachment 3), extending the construction commencement deadline by 2.5 years, resulting in a total of 7.5 years from the original agreement date. On April 7, 2020, 10466921 Canada Inc. entered into an Agreement of Purchase and Sale with the City for 1.12 acres of employment land (PIN 26402-0158). Shortly after, on April 30, 2020, Shirva Investment and Developments Corporation entered into a similar agreement for 5.28 acres (PIN 26402-0159), with the intent to develop an office building. However, due to rising development and construction costs, along with shifting market conditions in the post-COVID environment, both companies have faced challenges in relocating operations and securing end-users. As a result, construction has not commenced, and no development applications have been submitted to date. In response to these challenges, and in light of the City’s success in attracting major end-users such as Kubota Canada, SmartCentres, and FGF Brands, Unity Hub is now shifting its focus toward developing facilities tailored to small and medium-sized enterprises (SMEs). This strategic pivot is intended to support a more diverse and resilient economic base within the Innovation Corridor, while also advancing development activity on the site. Unity Hub has since initiated a pre-consultation process with City staff to explore development options and requirements for industrial condominiums. The existing ROFR Agreement pertains to the City’s “Right to Buy Back,” which allows the City to repurchase the land at the original sale price if the developer fails to obtain the necessary development approvals and commence construction within five years of the agreement date (Attachment 1). This clause mirrors a similar provision in the Participation Agreement with the Province of Ontario, which is intended to prevent land speculation and ensure timely development. If the City were to exercise its Right to Buy Back under the current agreement, Unity Hub Industrial Park Ltd. would be required to return the land to the City. However, by amending the ROFR Agreement to extend the construction commencement deadline by 2.5 years, resulting in a total of 7.5 years from the original agreement date, Unity Hub would be better positioned to secure financing and move forward with development (Attachment 2). This would support the creation of industrial condominiums and employment space for smaller businesses, contributing to economic growth and job creation in the area. The proposed amendments will enable Unity Hub Industrial Park Ltd. to proceed with their development plans, resume activity on the site, and create opportunities for small businesses to establish and grow within the Innovation Corridor. ECD 06-25 August 12, 2025 Page 4 Staff recommends that Council approve the Amending Agreements (see Attachments 2, and 3) with Unity Hub Industrial Park Ltd. Attachments: 1. Old ROFR Agreements between the City and Shirva Investment and Developments Corporation and 10466921 Canada Inc. (the corporate predecessors of Unity Hub Industrial Park Ltd.) 2. Draft new ROFR Agreement between City of Pickering and Unity Hub Industrial Park Ltd. 3. Draft new Amending Agreement between His Majesty the King in Right of Ontario as represented by the Minister of Infrastructure and Unity Hub Industrial Park Ltd. 4. Map of Shirva Investment and Developments Corporation and 10466921 Canada Inc. property, now Unity Hub Industrial Park Ltd. Prepared By: Approved/Endorsed By: Original Signed By: Original Signed By: Hanif Thakor Fiaz Jadoon, Ec.D., CEcD, MPM, B.COMM Senior Officer, Economic Development & Director, Economic Development & Strategic Projects Strategic Projects HT:FJ Recommended for the consideration of Pickering City Council Original Signed By: Marisa Carpino, M.A. Chief Administrative Officer Attachment 1 to Report ECD 06-25 IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first written above. 10466921 CANADA INC. Per:__________________________________________ Name: Title: Per:___________________________________________ Name: Title: I/We have the authority to bind the Corporation. I/ We have the authority to bind the Corporation. THE CORPORATION OF THE CITY OF PICKERING Per:____________________________________________ Name: Dave Ryan Title: Mayor Per:____________________________________________ Name: Susan Cassel Title: City Clerk [Signature Page to ROFR Agreement – Part 2] ROFR AGREEMENT BETWEEN: SHIRV A INVESTMENT AND DEVELOPMENTS CORPORATION (the "Grantor") -and- THE CORPORATION OF THE CITY OF PICKERING (the "Grantee") WHEREAS the Grantor is the registered owner of the lands and premises described in Schedule "A" hereto (the "Property"); AND WHEREAS the Grantor has agreed to grant to the Grantee certain rights with respect to the Property on the terms and subject to the conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: ARTICLE 1 INTERPRETATION Definitions In this Agreement, all capitalized terms shall have the respective meanings assigned thereto below: "Acceptance Notice" has the meaning ascribed thereto in Section 2.1 (b )(i). "Affiliate" has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. "Agreement" means this agreement, as further amended from time to time, and "Article", "Section", "Sub-Section" and "Schedule" mean the specified article, section or schedule, as the case may be, of this Agreement. "Business Day" means any day other than a Saturday, Sunday or statutory or civic holiday in the Province of Ontario. "Closing" has the meaning ascribed thereto in Section 2.1 ( c ). 38997-2005 30167320 Attachment 2 to Report ECD 06-25 ROFR AGREEMENT BETWEEN: UNITY HUB INDUSTRIAL PARK LTD. (the “Grantor”) -and- THE CORPORATION OF THE CITY OF PICKERING (the “Grantee”) WHEREAS the Grantor is the registered owner of the lands and premises described in Schedule “A” hereto (the “Property”); AND WHEREAS the Grantor has agreed to grant to the Grantee certain rights with respect to the Property on the terms and subject to the conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this Agreement, all capitalized terms shall have the respective meanings assigned thereto below: “Acceptance Notice” has the meaning ascribed thereto in Section 2.1(b)(i). “Affiliate” has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. “Agreement” means this agreement, as further amended from time to time, and “Article”, “Section”, “Sub-Section” and “Schedule” mean the specified article, section or schedule, as the case may be of this Agreement. - 2 - “Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in the Province of Ontario. “Closing” has the meaning ascribed thereto in Section 2.1(c). “Closing Date” has the meaning ascribed thereto in Section 2.1(c). “Development Agreements” has the meaning ascribed to such term in the Original Purchase Agreement. “HST” means the goods and services tax or harmonized sales tax payable pursuant to Part IX of the Excise Tax Act (Canada), as such statute may be amended, modified or replaced from time to time, including any successor statute. “Offer Period” has the meaning ascribed thereto in Section 2.1(b). “Offeror” has the meaning ascribed thereto in Section 2.1(a). “OREA” means the Ontario Real Estate Association, together with its successors and assigns. “Original Purchase Agreement” means collectively the agreements of purchase and sale with respect to the Property accepted on April 21, 2020 and April 30, 2020 made between the Grantee, as vendor and Shirva Investment and Development Corporation and 10466921 Canada Inc. (the corporate predecessors of the Grantor), as purchasers, as may be amended from time to time. “Original Purchase Price” means the total of the purchase prices for the Property paid to the Grantee pursuant to the terms of the Original Purchase Agreement. “Property” has the meaning ascribed thereto in the recitals, and including all buildings, structures, improvements located thereon and appurtenances thereto. “Rejection Notice” has the meaning ascribed thereto in Section 2.1(b)(ii). “ROFR Notice” has the meaning ascribed thereto in Section 2.1(a). “Sale Interest” has the meaning ascribed thereto in Section 2.1(a). “Sale Price” has the meaning ascribed thereto in Section 2.1(a)(ii). “Third Party Offer” has the meaning ascribed thereto in Section 2.1(a). - 3 - 1.2 Schedule The following Schedule is attached to and forms part of this Agreement: Schedule A -Legal Description of the Property 1.3 Interpretation (a) Headings and Table of Contents. The division of this Agreement into Articles, Sections and Sub-Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. (b) Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. (c) Severability. If any provision contained in this Agreement or its application to any party or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision to parties or circumstances other than those to which it is held invalid or unenforceable, will not be affected, and each provision of this Agreement will be separately valid and enforceable to the fullest extent permitted by law. (d) Time. Time will be of the essence of this Agreement. Except as expressly set out in this Agreement, the computation of any period of time referred to in this Agreement will exclude the first day and include the last day of such period. The time limited for performing or completing any matter under this Agreement may be extended or abridged by an agreement in writing by the parties hereto. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action will be made or taken on the next Business Day. (e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 2.1 - 4 - ARTICLE 2 RIGHT OF FIRST REFUSAL AND BUY BACK Right of First Refusal (a) If at any time, and from time to time, on or prior to October 15, 2030, the Grantor receives a bona fide written offer (a “Third Party Offer”) from any third party (the “Offeror”) to purchase all or part of the Property (the “Sale Interest”), which the Grantor is willing to accept, the Grantor shall, before accepting such Third Party Offer, deliver written notice thereof to the Grantee (the “ROFR Notice”) within three (3) Business Days following the date on which the Third Party Offer was received by the Grantor, which notice shall: (i) confirm that the Grantor has received a Third Party Offer which the Grantor is willing to accept; (ii) contain an offer to sell the Sale Interest to the Grantee on the same terms and conditions as those contained in the Third Party Offer save and except that the purchase price payable by the Grantee for the Sale Interest shall be: (A) either (i) where the Sale Interest is comprised of all of the Property, the Original Purchase Price; or (ii) where the Sale Interest is comprised of part of the Property, the amount determined on a proportionate basis calculated using the acreage of the Sale Interest multiplied by the amount per acre of the Original Purchase Price; plus (B) any amounts paid by the Grantor pursuant to the terms of the Development Agreements, less any amounts which the Grantor may have received by way of development credits or otherwise, during the period of the Grantor’s ownership of the Property. The purchase price at which the Sale Interest is offered for sale to the Grantee as determined in accordance with this Section is referred to as the “Sale Price”. (iii) contain a true and complete copy of the Third Party Offer signed by the Offeror; and (iv) be accompanied by a certificate of the Grantor stating that: (A) the copies of the Third Party Offer contained in such notice are true and - 5 - complete copies thereof; (B) such Third Party Offer has not been amended, restated and/or supplemented; and (C) such offer constitutes a Third Party Offer in accordance with the terms hereof. (b) The Grantee shall have the right, exercisable by notice in writing given to the Grantor within fifteen (15) Business Days following receipt of a ROFR Notice (the “Offer Period”) to elect to: (i) purchase the Sale Interest (the “Acceptance Notice”) at the Sale Price and on the same terms and conditions contained in the Third Party Offer (except as set forth in Section 2.1(c)); or (ii) not to purchase the Sale Interest and to consent to the sale of the Sale Interest by the Grantor to the Offeror at the purchase price and on the same terms and conditions contained in the Third Party Offer (the “Rejection Notice”). (c) If within the Offer Period, the Grantee delivers an Acceptance Notice to the Grantor, there shall be created at such time, automatically and without any further action or documentation, a binding agreement of purchase and sale between the Grantor and the Grantee pursuant to which the Grantor agrees to sell to the Grantee, and the Grantee agrees to purchase from the Grantor, the Sale Interest at the Sale Price and on the same terms and conditions as those contained in the Third Party Offer, provided that, subject to the satisfaction of the conditions contained in the Third Party Offer, closing of the transaction of purchase and sale (the “Closing”) will occur on the date which is sixty (60) days after the Grantee delivers the Acceptance Notice (the “Closing Date”). (d) If no notice is delivered by the Grantee pursuant to Section 2.1(b), the Grantee shall be deemed to have delivered the Rejection Notice. (e) If the Grantee has delivered, or has been deemed to deliver, the Rejection Notice, the Grantor may sell the Sale Interest to the Offeror, at the purchase price and on the terms and conditions contained in the Third Party Offer; provided that if such sale of the Sale Interest to the Offeror does not occur on such terms within one hundred and twenty (120) days following the expiry of the Offer Period, the Grantor must again comply with this Section 2.1 in respect of any future proposed sale of all or part of the Property. (f) If a sale of part of the Property only is completed by the Grantor pursuant to this Section 2.1, the Grantee’s right of first refusal shall continue in full force and effect with respect to the remainder of the Property. - 6 - (g) The Grantor and the Grantee agree and acknowledge that the Grantor shall be entitled to transfer the Property to an Affiliate without triggering this right of first offer and without consent of the Grantee, provided the Grantor provides the Grantee with fifteen (15) days prior written notice of such transfer. 2.2 Right to Buy Back (a) If the Grantor has failed to: (i) obtain and deliver copies to the Grantee, of all development approvals, building permits and other third permits or consents required to construct on the Property a new building (the “New Building”); and (ii) commence construction of the New Building, on or before the day that is seven (7) years and six (6) months from October 15, 2020 (the “deadline”), then at any time, and from time to time, after the deadline, the Grantee shall have the right, but not the obligation, upon written notice to the Grantor, to repurchase the Property, for a purchase price equal to: (A) the Original Purchase Price; plus (B) any amounts paid by the Grantor pursuant to the terms of the Development Agreements, less any amounts which the Grantor may have received by way of development credits or otherwise, during the period of the Grantor’s ownership of the Property. (b) If the Grantee delivers written notice of its intention to repurchase the Property in accordance with Section 2.2(a), there shall be created at such time, automatically and without any further action or documentation, a binding agreement of purchase and sale between the Grantor and the Grantee pursuant to which the Grantor agrees to sell to the Grantee, and the Grantee agrees to purchase from the Grantor, the Property at the price calculated in accordance with Section 2.2(a) and on the terms and conditions set out in the OREA form of agreement of purchase and sale (commercial) current (as at the date of execution of this Agreement), provided that, Closing will occur on the date which is sixty (60) days after the Grantee delivers the written notice in accordance with Section 2.2(a). - 7 - 2.3 Closing The following provisions shall pertain to the Closing pursuant to Section 2.1 or 2.2 hereof, as applicable: (a) Closing shall occur at 12:00 p.m. on the Closing Date, or such earlier or later date as may be mutually agreed upon, in writing, by the parties to the transaction; and (b) on or before Closing: (i) the Grantor shall cause to be executed and delivered to the Grantee an electronic transfer(s)/deed(s) of land/registerable deeds of sale/transfers of land transferring the Sale Interest to the Grantee or as it may direct, and containing the statements of the Grantor and its solicitors pursuant to Section 50(22) of the Planning Act (Ontario); (ii) the Grantor shall certify that it is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); and (iii) the Grantor shall execute and deliver or cause to be executed and delivered such other closing documents which are required to effectively transfer and convey the Sale Interest or the Property, as applicable, to the Grantee and which the Grantee or its solicitors have reasonably requested on or before the Closing Date. ARTICLE 3 GENERAL 3.1 Registration The Grantee may prepare and register on title to the Property, at the Grantee’s cost, a notice in respect of this Agreement (the “Notice”). Upon expiry of this Agreement, the Grantee shall arrange for the discharge from title to the Property of such Notice at the Grantee’s cost. 3.2 Planning Act This Agreement and the completion of any transaction of purchase and sale contemplated by this Agreement are subject to compliance with Section 50 of the Planning Act (Ontario). 3.3 - 8 - Further Assurances Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties to this Agreement may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within their power to implement to their full extent the provisions of this Agreement. 3.4 Waiver, Amendment Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound by it. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 3.5 Successors and Assigns All of the covenants and agreements contained in this Agreement will be binding upon and will enure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. This Agreement is intended to run with title to the Property and will be binding on the Grantor’s successors in interest as owner of the Property or any part thereof or interest therein. 3.6 Agreement Runs with Land The Grantor acknowledges that the provisions of this Agreement run with title to the Property, and the Grantor covenants not to sell, transfer or otherwise alienate the Property or any part thereof unless such transferee agrees to be bound by the terms of this Agreement. 3.7 Notices (a) Addresses for Notice. Any notice, demand, statement, request or other communication (in this Agreement referred to as “notice”) required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently and effectually given if signed by or on behalf of the party giving the notice and personally delivered, sent by facsimile or email or mailed by registered prepaid post to the intended recipient addressed as follows: (A) in the case of the Grantor, addressed to it at: 3.8 - 9 - Unity Hub Industrial Park Ltd. Attention: Facsimile No.: Email:  (B) and in the case of the Grantee addressed to it at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext. 2048 Email: pbigioni@pickering.ca (b) Receipt of Notice. Any notice given as aforesaid shall be conclusively deemed to have been received on the date of such personal delivery or if sent by facsimile or email transmission before 5:00 p.m. (local time of the recipient) on a Business Day on the date of such transmission (and if not then on the next Business Day) or if sent by registered mail on the third (3rd) Business Day following the mailing thereof, as the case may be. If a notice is sent by facsimile or email, a copy thereof shall be sent on the same day by ordinary mail, postage prepaid or personal delivery. In the event of a labour dispute, postal interruption or a reasonable anticipation thereof, all notices required to be given under this Agreement shall be sent by facsimile or email transmission or personally delivered. (c) Change of Address. Any party may from time to time change its address under this Section by notice to the other party given in the manner provided by this Section. Counterparts This Agreement may be executed in counterparts, each of which shall be an original and all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or by electronic delivery in portable document format (“.pdf”) shall be equally effective as delivery of a manually executed counterpart thereof. 3.9 -10 - Old ROFR Agreements Terminated Upon execution of this ROFR Agreement by both parties, the ROFR Agreements between (i) the Grantee and Shirva Investment and Development Corporation, and (ii) the City and 10466921 Canada Inc. are terminated and of no further force and effect. [Signature page follows] IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first written above. UNITY HUB INDUSTRIAL PARK LTD. Per:__________________________________________ Name: Title: Per:___________________________________________ Name: Title: I/We have the authority to bind the Corporation. THE CORPORATION OF THE CITY OF PICKERING Per:____________________________________________ Name: Kevin Ashe Title: Mayor Per:____________________________________________ Name: Susan Cassel Title: City Clerk I/ We have the authority to bind the Corporation. [Signature Page to ROFR Agreement] LEGAL DESCRIPTION PINs 26402-0159 and 26402-0158 Part Lot 24, Concession 5 Pickering, being Parts 1, 2, 4 & 5, Plan 40R-30968, City of Pickering. Attachment 3 to Report ECD 06-25 AMENDING AGREEMENT THIS AGREEMENT made effective as of the day of April, 2025. B E T W E E N: HIS MAJESTY THE KING IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE (the “Province”) - and - UNITY HUB INDUSTRIAL PARK LTD. (the “Owner”) WHEREAS: A. By Order in Council [NTD – IO to provide recitals from HMQ-MGCS to HMK-MOI] B. On October 15, 2020 the Province sold Part of Lot 24, Concession 5 Pickering, described as Parts 5 and 6 on Plan 40R-25010, City of Pickering (the “Property”), to the Corporation of the City of Pickering (the “City”); C. By a Participation Agreement dated October 15, 2020 between the Province and the City (the “Participation Agreement”), the City agreed to disgorge any Profit, as such term is defined in the Participation Agreement, should any part of the Property be sold and generate a Profit, at any time within ten (10) years of the date of the Participation Agreement, and further provided for a right of repurchase of the Property in favour of the Province for five (5) years from the date of the Participation Agreement if certain development milestones had not been met; D. The Participation Agreement was registered on title to the Property, and runs with title to the Property; E. The City has sold a portion of the Property, in two transactions, such that the Owner now owns a part of the Property, which is legally described at Schedule “A” hereto (the “Transferred Property”). The Transferred Property has an area of 6.55 acres, being 44.8% of the area of the Property; F. The Owner and the Province wish to amend Section 2 of the Participation Agreement with regard to the right of the Province to repurchase the Transferred Property as set forth herein; Amending Agreement - 2 - G. The Owner and the Province wish to further amend the Participation Agreement as set forth herein with regards to the Transferred Property. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises hereinafter set forth and other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows: 1. CONFIRMATION OF RECITALS -The parties hereto confirm that the foregoing recitals are true in substance and in fact. 2. The Owner and the Province agree that Section 2 of the Participation Agreement is hereby deleted and the following substituted therefor: “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 by the Transferee or any affiliated company of the Transferee as that term is defined in the Business Corporations Act, R.S.O. 1990, c.B. 16, at any time during the Term, at the option of the Province, either (i) the Province shall have the right to repurchase the Property at the same price paid by the Transferee to the Province pursuant to the Sale Agreement, plus the cumulative total of any and all capital improvements made by the Transferee to the Property from and after it acquired the Property (as determined in accordance with generally accepted accounting principles and to account for the depreciation of the capital improvements and any diminution in value due to damage, faulty workmanship, construction defects or other causes), or (ii) one hundred percent (100%) of any Profit 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 the proposed sale of any 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 Province at no cost to the Province, to the satisfaction of the Province. At the request of the Province, the Transferee shall enter into a charge or other form of security, acceptable to the Province at its sole, unfettered discretion, to secure payment of the Profit. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Sale Price, Profit or the price at which the Province is to repurchase the Property in accordance with this 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. For the purposes of this provision, the Transferee and the Province acknowledge that the purpose for which the Property is being Transferred is for general business and commercial purposes, including but not limited to offices and [NTD – City/Owner to provide details] (the “Purpose”). In the event that the Transferee has failed to commence construction of one or more buildings for the Purpose on or before the day that is SEVEN (7) years and SIX (6) months from the Closing Date, being October 15, 2020 which shall be evidenced by delivery to the Province of copies of development approvals, building permits and other third permits or consents required to construct such building(s) on the - 3 - Property, then the Province shall have the right to repurchase the Property at the same price paid by The Corporation of the City of Pickering to the Province pursuant to the Sale Agreement and 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 The Corporation of the City of Pickering and, if applicable, the Transferee shall have the obligation to restore the Property to such condition at no cost to the Province. The Transferee acknowledges that the Province may be required to obtain certain approvals to exercise any of the options under this Participation Agreement.” 3. The Parties agree that any amalgamation, continuance or change of control of the Owner shall be deemed to be a sale of the Transferred Property, and the Owner shall give a minimum of 30 days notice, in writing, of any such intended change of control. Should the Owner amalgamate, continue, or have a change of control, without notifying the Province and making a payment of the Profit to the Province pursuant to the Participation Agreement, then in addition to the Profit, the Owner shall be required to pay an additional payment equal to 50% of the Profit payable to the Province under the Participation Agreement. 4. GENERAL (a) The Parties hereby each confirm that the Participation Agreement remains in full force and effect, enforceable against each of the Parties. (b) Capitalized expressions used herein, unless separately defined herein, have the same meaning as defined in the Participation Agreement, as amended. (c) The provisions of this Amending Agreement shall be interpreted and governed by the laws of the Province of Ontario. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. - 4 - EXECUTED by each of the parties under seal on the date written below. SIGNED, SEALED AND DELIVERED Dated this _____ day of __________, 2025. HIS MAJESTY THE KING IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE, AS REPRESENTED BY ONTARIO INFRASTRUCTURE AND LANDS CORPORATION Per: ________________________________ Name: Title: Authorized Signing Officer Dated this _____ day of __________, 2025. UNITY HUB INDUSTRIAL PARK LTD. Per: ________________________________ Name: Title: Authorized Signing Officer Attachment 4 to Report ECD 06-25 File: Description: © The Corporation of the City of PickeringProduced (in part) under license from: General Map Unity Hub - Subject Area 31-Jul-25 5,000Scale 1: Seaton - Innovation Corridor PIN 26402 - 0 1 5 9 5.28 acre s Unity Hub ( f o r m e r S h i r v a I n v e s t m e n t s ) PIN 2640 2 - 0 1 5 8 1.12 acre s Unity Hub ( f o r m e r 1 0 4 6 6 9 2 1 C a n a d a I n c . )