MOTION RECORD (Returnable May 19, 2016)

Transcription

1 ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) Court File No. CV CL B E T W E E N: ROYNAT INC. - and STAFFORD PROPERTIES INC. Applicant Respondent MOTION RECORD (Returnable May 19, 2016) May 12, 2016 BAKER & McKENZIE LLP Barristers and Solicitors 181 Bay Street, P.O. Box 874 Suite 2100 Toronto, ON M5J 2T3 Frank Spizzirri (LSUC#: 37327F) frank.spizzirri@bakermckenzie.com Tel: Michael Nowina (LSUC#: 49633O) michael.nowina@bakermckenzie.com Tel.: Fax: Lawyers for the Receiver

2 - 2 - TO: CASSELS BROCK & BLACKWELL LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Charles Newman cnewman@casselsbrock.com Tel.: Fax: Lawyers for Roynat Inc. AND TO: BANK OF MONTREAL Special Accounts Management Unit 100 King St West, 7th Floor Toronto, ON M5X 1A1 L. M. Junior Del Brocco Tel: AND TO: CLEMMER STEELCRAFT TECHNOLOGIES INC Balmoral Drive, Cambridge, ON N1T 1A5 Tel: AND TO: DUNCAN, LINTON LLP P.O. Box Erb Street East Waterloo, ON N2J 4B5 Irwin Duncan iad@kwlaw.net Tel.: Fax: Lawyers for NSS Holdings Inc. AND TO: John Mercer john.wm.mercer@gmail.com

3 - 3 - AND TO: MAXIUM FINANCIAL SERVICES INC. Unit 1, 30 Vogell Road Richmond Hill, ON L4B 3K6 AND TO: AECON INDUSTRIAL, A DIVISION OF AECON CONSTRUCTION GROUP 154 Sheldon Drive Cambridge, ON NIR 7K9 Larry Brokenshire lbrokenshire@aecon.com Tel.: , ext Cell: Fax: AND TO: DEPARTMENT OF JUSTICE Tax Section, PO Box 36, Exchange Twr King St. W. Toronto, ON M5X 1K6 Diane Winters diane.winters@justice.gc.ca Tel.: Fax: Lawyers for the Canada Revenue Agency AND TO: MINISTER OF FINANCE MINISTRY OF REVENUE LEGAL SERVICES BRANCH Legal Services Br., 33 King St. W., 6th Flr. PO Box 627, Stn. A Oshawa, ON L1H 8H5 Kevin O Hara kevin.ohara@ontario.ca Tel.: Fax:

4 4 ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) Court File No. CV CL B E T W E E N: ROYNAT INC. - and STAFFORD PROPERTIES INC. Applicant Respondent MOTION RECORD (Returnable May 19, 2016) INDEX Tab No. Document Page No. 1. Notice of Motion, returnable May 19, Second Report of the Fuller Landau Group Inc. in its capacity as Court Appointed Receiver of Stafford Properties Inc., dated May 12, Appx. A Receivership Order dated August 22, Appx. B Sealing Order dated August 15, Appx. C Parcel Abstract for 1230 Balmoral Road 45 Appx. D Independent Opinion of Kronis, Rotsztain, Margles, Cappel LLP 50 Appx. E Statement from Roynat Outlining Amount Owing 56 Appx. F PPSA Inquiry Response Certificate dated April 15, Appx. G Receiver s First Report dated August 6, 2014 (excluding appendices) 64

5 5 Appx. H Listing Agreement with CBRE Limited dated February 27, Appx. I Listing Agreement with Ren/Tex Realty Inc. dated September 10, Appx. J Redacted Agreement of Purchase and Sale with NSS Holdings Inc. 92 Appx. K Redacted Interim Statement of Receipts and Disbursements of Stafford Properties Inc Draft Approval and Vesting Order and blackline Draft Order 134

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7 1 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL B E T W E E N: ROYNAT INC. - and STAFFORD PROPERTIES INC. Applicant Respondent NOTICE OF MOTION The Fuller Landau Group Inc. in its capacity as the court-appointed Receiver of Stafford Properties Inc. ( Stafford ) will make a motion on May 19, 2016 at 9:30 a.m. or as soon after that time as the motion can be heard on the Commercial List, at the Court House at 330 University Avenue, Toronto, Ontario. PROPOSED METHOD OF HEARING: The motion is to be heard orally. THE MOTION IS FOR AN ORDER: (i) approving the agreement of purchase and sale (the APS ) between the Receiver and NSS Holdings Inc. ( NSS ) for the sale of the 1230 Balmoral Road and fixtures thereon (collectively, the Purchased Assets ), authorizing the Receiver to complete the transaction contemplated therein and providing for a vesting order in connection with the APS; (ii) sealing Confidential Appendices 1 through 3 pending completion of the sale;

8 - 2-2 (iii) approving the Receiver s conduct, activities, decisions, and actions as outlined in the Second Report; (iv) approving the proposed distribution of proceeds from the sale of the Purchased Assets; (v) if necessary, abridging the time for service of this Notice of Motion and Motion Record and dispensing with further service hereof; and (vi) such other relief as this Honourable court deems just. THE GROUNDS FOR THE MOTION ARE: Background 1. The Receiver was appointed under section 101 of the Courts of Justice Act, by the Order of the Honourable Mr. Justice Newbould dated August 22, 2008 (the Receivership Order ), without security, over all of the assets, undertakings and properties of Stafford. 2. Stafford is an Ontario corporation that held as its main assets, two adjacent pieces of real property located in Cambridge, Ontario: one located at 55 Stafford Court (the 55 Stafford Property ) and one located at 1230 Balmoral Road (the 1230 Balmoral Property ) with the two Properties collectively referred to as the Two Properties. 3. The Receiver completed the sale of the 55 Stafford Property in October Prior to the receivership, the Two Properties were used primarily for manufacturing purposes (as they collectively contained office and warehouse/industrial buildings and space) by a now defunct corporation named Brute Manufacturing Limited ( Brute ), a company related to Stafford and tenant on the Two Properties. 5. Brute s main operating lenders were Roynat Inc. ( Roynat ) and Bank of Montreal ( BMO ). Stafford guaranteed Brute s indebtedness to Roynat and BMO, respectively, and

9 - 3-3 granted security interests in all of Stafford s assets, undertaking, and property to secure the respective guarantees. 6. Brute ceased operations on or about July 2008 after a failed attempt to restructure under the Companies Creditors Arrangement Act and its assets were sold to a third party. 7. Roynat holds both a first and second registered charge over the 1230 Balmoral Property. The first charge relates to a loan of $2,725,000 made directly to Stafford and the second charge relates to a debenture of $6,865,000 securing Stafford's guarantee of Brute's indebtedness to Roynat. BMO holds a third ranking charge over the 1230 Balmoral Property relating to a guarantee by Stafford of Brute's indebtedness to BMO. 8. The Receiver has been advised by Roynat that the current amounts owing to it under the guarantee as at April 19, 2016, is $3,773,018. Marketing of the 1230 Balmoral Property 9. After significant environmental remediation work was completed (which work is detailed in Second Report), the Receiver listed the 1230 Balmoral Property for sale at $3,295,000 using CBRE Limited ( CBRE ) as its listing agent in February 2015 the listing price was based on appraisals that had been done for Roynat in May The Receiver did not receive any offers during the period CBRE had the listing. On September 10, 2015, the Receiver listed the 1230 Balmoral Property with Ren/Tex Realty Inc. ( Rentex ), which is a firm from the Greater Toronto Area specializing in industrial real estate. The Receiver dropped the listing price to $2,895,000 in order to attract more activity on the property.

10 The Receiver received three offers since listing the 1230 Balmoral Property with Rentex. Two potential purchasers did not proceed beyond due diligence. The third offer was from NSS and following extensive negotiations between the Receiver and NSS concerning the purchase price and other terms, the parties entered into the APS. 12. All due diligence conditions have been waived by NSS and the only remaining condition is the Receiver obtaining an order of this Court approving the APS, as well as conditional upon the Receiver obtaining an order vesting the Purchased Assets in NSS. 13. Roynat obtained an independent appraisal on the 1230 Balmoral Property (which the Receiver is entitled to use) in June of Based on the valuation in the appraisal and the sales efforts to date, the Receiver is of the view that the purchase price to be paid under the APS is fair and commercially reasonable and that the sale of the 1230 Balmoral Property to NSS represents the best recovery for the creditors of Stafford. 14. The Receiver recommends that the Court approve the sale of the 1230 Balmoral Property to NSS and that it grant a vesting order in respect of the APS, effective on the filing of a Receiver s Certificate. Sealing of the Confidential Appendices 15. The Receiver is also of the view that it is appropriate that this Honourable Court order the sealing of the Confidential Appendices to prevent the appraisal and the terms of the sale from affecting the market prices for the 1230 Balmoral Property be disclosed in the event that the sale does not close and the Receiver has to negotiate another sale agreement. 16. Roynat, the senior secured creditor, supports the sale to NSS.

11 There will not be sufficient funds to fully repay the indebtedness owed by Stafford to Roynat from the sale of the 1230 Balmoral Property. Therefore, the Receiver requests the approval of this Court to distribute the available funds on hand to pay the expenses of the sale and the balance to Roynat along with other funds currently in the possession of the Receiver, save for a reserve for the Receiver and the $250,000 reserve as contemplated in the APS for future environmental remediation work that may be required. 18. Rule 37 of the Rules of Civil Procedure, and section 100 of the Courts of Justice Act. 19. Such further and other grounds as counsel may advise and this Honourable Court may permit. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the motion: 1. Notice of Motion herein; 2. Second Report of the Receiver and the Appendices thereto; and 3. Such further and other evidence as counsel may submit and this Honourable Court may consider. May 12, 2016 BAKER & McKENZIE LLP Barristers & Solicitors 181 Bay Street, P.O. Box 874 Suite 2100 Toronto, ON M5J 2T3 Frank Spizzirri (LSUC#: 37327F) frank.spizzirri@bakermckenzie.com Tel: Michael Nowina (LSUC#: 49633O) michael.nowina@bakermckenzie.com Tel.: Fax: Lawyers for the Receiver

12 - 6-6 TO: CASSELS BROCK & BLACKWELL LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Charles Newman Tel.: Fax: Lawyers for Roynat Inc. AND TO: BANK OF MONTREAL Special Accounts Management Unit 100 King St West, 7th Floor Toronto, ON M5X 1A1 L. M. Junior Del Brocco Tel: AND TO: CLEMMER STEELCRAFT TECHNOLOGIES INC Balmoral Drive, Cambridge, ON N1T 1A5 Tel: AND TO: AND TO: John Mercer DUNCAN, LINTON LLP P.O. Box Erb Street East Waterloo, ON N2J 4B5 Irwin Duncan Tel.: Fax: Lawyers for NSS Holdings Inc. AND TO: MAXIUM FINANCIAL SERVICES INC. Unit 1, 30 Vogell Road Richmond Hill, ON L4B 3K6

13 - 7-7 AND TO: AECON INDUSTRIAL, A DIVISION OF AECON CONSTRUCTION GROUP 154 Sheldon Drive Cambridge, ON NIR 7K9 Larry Brokenshire lbrokenshire@aecon.com Tel.: , ext Cell: Fax: AND TO: DEPARTMENT OF JUSTICE Tax Section, PO Box 36, Exchange Twr King St. W. Toronto, ON M5X 1K6 Diane Winters diane.winters@justice.gc.ca Tel.: Fax: Lawyers for the Canada Revenue Agency AND TO: MINISTER OF FINANCE MINISTRY OF REVENUE LEGAL SERVICES BRANCH Legal Services Br., 33 King St. W., 6th Flr. PO Box 627, Stn. A Oshawa, ON L1H 8H5 Kevin O Hara kevin.ohara@ontario.ca Tel.: Fax:

14 ROYNAT INC. -and- STAFFORD PROPERTIES INC. Applicant Respondent Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) PROCEEDING COMMENCED AT TORONTO, ONTARIO NOTICE OF MOTION (Returnable May 19, 2016) BAKER & McKENZIE LLP Barristers and Solicitors 181 Bay Street, P.O. Box 874 Suite 2100 Toronto, ON M5J 2T3 Frank Spizzirri (LSUC#: 37327F) Tel: Michael Nowina (LSUC#: 49633O) Tel.: Fax: Lawyers for the Receiver

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16 9 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL B E T W E E N: ROYNAT INC. - and Applicant STAFFORD PROPERTIES INC. Respondent SECOND REPORT OF THE FULLER LANDAU GROUP INC. IN ITS CAPACITY AS COURT APPOINTED RECEIVER OF STAFFORD PROPERTIES INC. MAY 12, 2016

17 10 TABLE OF CONTENTS PAGE I. INTRODUCTION...1 II. BACKGROUND...2 III. IV. THE SALES PROCESS AND CONDITIONAL OFFER...9 INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS...13 V. PROPOSED INTERIM DISTRIBUTION...13 VI. RECEIVER S REMAINING ACTIVITIES...13 VII. ORDER SOUGHT...14 Appendices A - Receivership Order dated August 22, 2008 B - Sealing Order dated August 15, 2014 C - D - E - Parcel Abstract for 1230 Balmoral Road Independent Opinion of Kronis, Rotsztain, Margles, Cappel LLP Statement from Roynat Outlining Amount Owing F - PPSA Inquiry Response Certificate dated April 15, 2016 G - Receiver s First Report dated August 6, 2014 (excluding appendices) H - Listing Agreement with CBRE Limited dated February 27, 2015 I - Listing Agreement with Ren/Tex Realty Inc. dated September 10, 2015 J - K - Redacted Agreement of Purchase and Sale with NSS Holdings Inc. Redacted Interim Statement of Receipts and Disbursements of Stafford Properties Inc. i

18 11 TABLE OF CONTENTS Continued Confidential Appendices 1 - Agreement of Purchase and Sale 2 - Appraisal 3 - Unredacted Interim Statement of Receipts and Disbursements of Stafford Properties Inc. ii

19 12 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL B E T W E E N: ROYNAT INC. - and - Applicant STAFFORD PROPERTIES INC. Respondent I. INTRODUCTION 1. The Fuller Landau Group Inc. was appointed as receiver (the Receiver ), without security, of all of the assets, undertakings and properties of Stafford Properties Inc. ( Stafford ) by order of Justice Newbould dated August 22, 2008 (the Receivership Order ), pursuant to section 101 of the Courts of Justice Act, R.S.O 1990, c. C.43, as amended (the CJA ), on application of Roynat Inc., a secured creditor of Stafford. A copy of the Receivership Order is attached as Appendix A. 2. The purpose of this Second Report to Court is to: a. Report on the Receiver s activities since the date of the Receiver s First report to Court dated August 6, 2014; b. Report to the Court on the Receiver s efforts to manage, preserve and sell the assets of Stafford, including the 1230 Balmoral Property (defined herein), the sale of which is the subject of this motion; and c. Recommend to this Court that it make an Order: i. approving the agreement of purchase and sale (the APS ) between the Receiver and NSS Holdings Inc. ( NSS ) for the sale of the 1230 Balmoral Property and fixtures thereon (collectively, the Purchased Assets ) and authorizing the Receiver to complete the transaction contemplated therein (the Transaction ); 1

20 13 ii. vesting title to the Purchased Assets in the purchaser free and clear of encumbrances; iii. sealing Confidential Appendices 1 through 3 pending completion of the Transaction; iv. approving the Receiver s conduct, activities, decisions, and actions since the date of the Approval and Vesting Order dated August 15, 2014; and v. approving the proposed distribution of proceeds from the sale of the Purchased Assets. 3. In preparing and filing this Report, the Receiver has relied upon unaudited and draft, internal financial information obtained from Stafford s books and records and discussions with Stafford majority shareholder, Mr. John Mercer, third parties and other creditors, as well as public records (the Information ). The Receiver has not audited, reviewed or otherwise attempted to verify the accuracy or completeness of the Information and expresses no opinion, or other form of assurance, in respect of the Information. 4. All references to dollars are in Canadian currency unless otherwise noted. II. BACKGROUND A. Stafford s Business and Assets 5. Stafford is an Ontario corporation that held as its main assets, two adjacent pieces of real property located in Cambridge, Ontario: one located at 55 Stafford Court (the 55 Stafford Property ), which was sold in 2014 by the Receiver, and one located at 1230 Balmoral Road (the 1230 Balmoral Property ), which is the subject of this sale approval motion with the two Properties collectively referred to as the Two Properties. 6. Stafford owns no other material assets. 7. Prior to the receivership, the Two Properties were used primarily for manufacturing purposes (as they collectively contained office and warehouse/industrial buildings and 2

21 14 space) by a now defunct corporation named Brute Manufacturing Limited ( Brute ) related to Stafford through common ownership. 8. Brute was in the business of manufacturing cabs for the locomotive industry. As is set out in greater detail below, Brute s main operating lenders were Roynat Inc. ( Roynat ) and Bank of Montreal ( BMO ). Stafford guaranteed Brute s indebtedness to Roynat and BMO, respectively, and granted security interests in all of Stafford s assets, undertaking, and property to secure the respective guarantees. 9. In addition, Roynat separately lent to Stafford the original sum of $2,750,000 in December 2006 and took back security in the form of a debenture. 10. The Receiver understands that Brute ceased operations on or about July 2008 after a failed attempt to restructure under the Companies Creditors Arrangement Act and its assets were sold to a third party named Ontario Inc. ( ). 11. Clemmer Steelcraft Technologies Inc. ( Clemmer ), a party related to , currently leases the 1230 Balmoral Property. Clemmer is in good standing as tenant. Aecon Construction Group Inc. currently sublets the property from Clemmer. B. The Receivership 12. As noted, the Receiver was appointed on August 22, 2008, on Roynat s application. 13. BMO supported Roynat s receivership application. i. The Receiver s Initial Steps To Sell the Properties 14. The Receiver listed the Two Properties for sale at $6,825,000 using CBRE Limited ( CBRE ) as its listing agent in October 2008 the listing price was based on appraisals that had been done for Roynat in June While the Two Properties were listed for sale, the Receiver commissioned Phase I environmental site assessments ( ESAs ) by XCG Consulting Limited ( XCG ) because it was determined that a potential purchaser would require ESAs as part of any due diligence process. 15. During the initial listing period from October 2008 to February 2009, a period which unfortunately coincided with the serious financial and banking crisis that affected North 3

22 15 America, only one conditional offer was received. The conditions were never waived and the potential purchaser did not want to proceed with the transaction the potential purchaser advised the Receiver that it could not satisfy itself on what the cost would be for environmental clean-up of the Two Properties. ii. The Phase I ESAs 16. The Phase I ESAs were completed in November 2008 and reports provided to the Receiver in February Based on XCG s opinion, there was a potential for environmental liabilities relating to the past long-term custom steel manufacturing operations on the Two Properties. 18. The reports also recommended that Phase II reviews be conducted based upon the past use of the Two Properties. iii. Phase II ESAs and Remediation Work 19. The Receiver engaged XCG in February 2010 to proceed with its recommended work plan outlined in the Phase I ESAs reports from February There were various stages of Phase II ESAs done in March, May and July 2010, which found that there was soil and groundwater contamination with volatile organic compounds ( VOCs ). The VOCs found in the soil and groundwater were determined to be common chlorinated solvents often associated with metal cleaning and industrial maintenance activities. 21. Specifically, as XCG performed the Phase II ESAs, it was discovered that at 1 monitoring well at the centre of the Two Properties, traces of 1,1-dichloroethylene was observed, which exceeded the Ministry of the Environment ( MOE ) Table 2 Standard. As well, 3 of the 30 soil samples that were analyzed for metals, PHCs and VOCs, showed levels of PHCs concentrations that exceeded the applicable MOE Table 2 Standards. 22. XCG proposed a remediation action plan (a RAP ) in October 2010 that would require approximately 3.5 years of remediation work and passage of time to fully remediate the Two Properties. The Receiver with input and acceptance from Roynat executed the RAP with XCG, which estimated a cost of approximately $326,000. The RAP consisted of soil removal and injection of sodium permanganate into the groundwater as an oxidant 4

23 16 added to the subsurface groundwater to breakdown the chlorinated VOCs, and to do further sampling after injections. iv. Additional Work and Property Maintenance Undertaken by the Receiver 23. The Receiver listed the Two Properties for sale several times during the period of November 2008 and December However the Receiver was never able to obtain an unconditional offer, due largely to the various continuing environmental issues on the Two Properties. Moreover, the general decline in manufacturing in the region after the financial crisis of 2008 meant that manufacturing facilities were not in demand in any event. 24. As a result, the Receiver focused on property management activities for the Two Properties while proceeding with the RAP with the expectation that the Two Properties would be placed back on the market once the results of the RAP were better known and the likelihood of completing a sale were of a higher probability. 25. The Receiver maintained the Two Properties by fully replacing the entire roof on the 55 Stafford Property in the Fall of 2009 and replaced a significant portion of the roof on the 1230 Balmoral Property in October The Receiver also commissioned asphalt repairs in 2011 and In addition, the Receiver continued to list the Two Properties from January 2011 to September 2011 in hopes that a buyer could be found as by then the costs of repair and maintenance were affecting rent realizations. However, the listing at this point was done on an Open Listing basis with no indicated listing sale price. The Receiver wanted to attract as much interest as possible and was hoping that by not having a sale price indicated, there may have been more interest. Two conditional offers were received but neither went firm and both were ultimately withdrawn. v. Listing of the 55 Stafford Property 27. After many years of remediation work done on the Two Properties, the RAP showed positive results for the remediation work done at both 55 Stafford Court and 1230 Balmoral Road. The remediation at the 1230 Balmoral Property, though, was not 5

24 17 advancing as quickly as that at the 55 Stafford Property, as the source of contamination identified by XCG being below the 1230 Balmoral Property. As a result, greater time was required to complete the remediation process there. 28. Thus the Receiver decided in 2013 to only list for sale the 55 Stafford Property, as the bulk of the remediation work for that property had been completed. 29. The 55 Stafford Property was marketed for sale during the period December 3, 2013 to May 27, The Receiver received only one offer. 30. Following extensive negotiations between the Receiver and the purchaser concerning the purchase price and other terms, the parties entered into the sale agreement. 31. The sale agreement was approved by the Court on August 15, 2014 and the transaction was closed in October C. Activities of the Receiver since August Since the Receiver s First Report to Court dated August 6, 2014, the Receiver, as is set out in greater detail herein: a. Completed the sale of the 55 Stafford Property in October 2014; b. Distributed the remaining funds from the sale of the 55 Stafford Property in accordance with the order of Justice Matheson dated August 15, 2014 (the Sealing Order ). A copy of the Sealing Order is attached as Appendix B ; c. Continued the environmental monitoring and clean-up of the 55 Stafford Property; d. Continued the process to obtain a Risk Assessment Record of Site Condition ( RSC ) for the 1230 Balmoral Property. The initial Presubmission forms were filed in December Then after receiving comments from the Ministry of the Environment and Climate Change ( MOECC ), the initial application was filed in June The MOECC provided comments on the initial application in October 2015, and the final application was filed in February 2016; 6

25 18 e. Worked to retain and subsequently renewed insurance on the 1230 Balmoral Property; f. Listed the 1230 Balmoral Property for sale in February 2015; g. Collected monthly rents from Clemmer (and adjusting estimated additional rents to actual on an annual basis) and paid monthly property tax payments to Roynat; h. Filed all outstanding tax returns, paid outstanding income tax amounts for the years ending September 30, 2014 to and including September 30, 2015, and continues to file and pay all corporate income taxes for Stafford; i. Consulted with Roynat and the various realtors, in respect of offers to purchase the 1230 Balmoral Property, engaged in further negotiations in respect of the sale thereof, reviewed the purchase and sale agreements, and provided for access to the property by prospective purchasers for the purposes of their due diligence; and j. Performed all other matters with respect to the Receiver s appointment. D. The Known Creditors of Stafford 33. At the commencement of the receivership, the Receiver was aware of only Roynat and BMO as being creditors of Stafford. D.1 Stafford s Indebtedness to Roynat 34. Stafford is indebted to Roynat pursuant to: 35. A guarantee by Stafford dated December 14, 2006 guaranteeing all of the loans made to Brute by Roynat (the Brute Guarantee ). As security for Stafford s obligations under the Brute Guarantee, Stafford delivered a $6,865,000 debenture dated December 14, In addition, Stafford provided Roynat with an assignment of leases dated December 14, From a review of the parcel register (attached as Appendix C), Roynat appears to have both a first and second priority charge over the 1230 Balmoral Property for what is owed 7

26 19 to it. The underlying debt that was originally connected with the first charge has now been paid off. 37. The Receiver has received an independent legal opinion from Kronis, Rotsztain, Margles, Cappel LLP that the Roynat security relating to the Brute Guarantee (the second Roynat charge) is valid and enforceable. Attached as Appendix "D is a copy of the opinion. 38. The Receiver has been advised by Roynat that the current amount owing to Roynat is $3,773,018 under the Brute Guarantee as at April 19, Attached as Appendix "E is a copy of the statement received from Roynat. D.2 Stafford s Indebtedness to BMO 39. Stafford is indebted to BMO pursuant to a guarantee dated August 16, 2005 which guaranteed Brute s indebtedness to BMO in the amount of $4,250,000. This guarantee was secured by a demand mortgage over the 1230 Balmoral Property. The mortgage is registered after the Roynat charge. 40. The Receiver has not yet reviewed the BMO indebtedness or sought an opinion as to the validity and enforceability of the BMO security as no distribution to BMO is proposed. D.3 Other Creditors 41. There are no other secured or unsecured creditor of Stafford that the Receiver is aware other than the Ministry of Finance of Ontario ( MoF ) relating to corporate taxes outstanding in the amount of $30,310, for the period prior to the Receivership Order. The MoF registered under the Personal Property Security Act. 42. Attached for information purposes only as Appendix F, is a copy of a Personal Property Security Registration System Enquiry Response Certificate for Stafford with a file currency of April 15, The Receiver is not aware of any unregistered mortgages or any other unregistered encumbrances or claims against the 1230 Balmoral Property. Maxium Financial Services Inc. has a registration on title in connection with certain equipment purchased by Clemmer. The Receiver understands that the equipment has been paid in full and is working with the parties to have the registration discharged. 8

27 The Receiver has been paying creditors providing goods or services to the Receiver or the 1230 Balmoral Property in the ordinary course of business. The Receiver has continued to pay all outstanding property taxes and corporate taxes. Clemmer pays all of the utilities on the 1230 Balmoral Property, which the Receiver understands are current. III. THE SALES PROCESS AND CONDITIONAL OFFER A. The Receiver s Initial Steps To Sell the Two Properties 45. As noted above, on August 15, 2014, the Receiver brought a motion before the Court for the purpose of providing an update on the receivership to the Court and the service list and seeking approval of the sale of the 55 Stafford Property. In connection with its motion, the Receiver served and filed its First Report to the Court dated August 6, 2014 (the First Report ) a copy of which is attached hereto without exhibits as Appendix G. 46. As discussed in detail in the First Report, the Receiver outlined all the activities taken with respect to attempting to sell the Two Properties. This Report will focus on the activities taken to sell the 1230 Balmoral Property since August B. Remaining Environmental Clean-Up 47. As noted in the First Report and the background of this Second Report on the environmental work done on the Two Properties, final injections were done on the 55 Stafford Property in February 2014 and sampling was done on June 10, 2014, which indicated that all analytical results were below the MOECC Table 2 Standards. It appeared that the remediation of groundwater at the 55 Stafford Property was complete and that the quarterly monitoring could proceed and assuming that the results would continue to be below the MOECC Table 2 Standards, a report of completion could be prepared and presented from XCG in nine months from June However, the quarterly sampling showed some rebound in 1 of the monitoring wells, which resulted in the Receiver having to implement another method of remediating the environmental problem at the 55 Stafford Property. In early February 2016, the Receiver contracted XCG to install a Flow-Through Barrier ( FTB ) between the 55 Stafford 9

28 21 Property and the 1230 Balmoral Property, which will reduce the ground water impacts across the Two Properties. This FTB system once installed will require monitoring for a minimum of 2 years to a possible 5 year plan depending on the results and the input from the MOECC. 49. With respect to the current status of the 1230 Balmoral Property RAP, as was reported in the Receiver s First Report and further discussed in the background section of this Second Report, the Receiver is well on its way to obtaining a RSC with the assistance of Site Specific Standards derived through the MOECC approved Risk Assessment ( RA ) process. The final RA application was filed by the Receiver in February 2016 after receiving comments in October 2015 from its initial application filing of June It is expected that the RSC should be received by September 2016 with conditions that risk management measures ( RMMs ) be implemented and ongoing monitoring be done. It is expected that the FTB that is being installed will also be one of the RMMs that is monitored on an ongoing basis. Including the RA process into the overall strategy at this point will not require the contamination levels to reach below the MOECC Table 2 Standards, but rather reach a level that will not cause the MOECC any concerns for wider area contaminations. 50. XCG is currently installing the FTB and awaiting the receipt of the RSC. It is hopeful that within the next 4-6 months the Receiver should be able to file a RSC with the MOECC. C. Listing of the 1230 Balmoral Property 51. The Receiver moved to list the 1230 Balmoral Property for sale at $3,295,000 using CBRE as its listing agent in February 2015 the listing price was based on appraisals that had been done for Roynat in May The Receiver decided to list the 1230 Balmoral Property in February 2015 after the Pre-submission application for the RSC had been done in December A copy of the listing agreement is attached as Appendix H. 52. The 1230 Balmoral Property was marketed for sale by CBRE, during the period February 27, 2015 to August 27, CBRE, in addition to listing the property on MLS, conducted a direct mailing of its contact base and held an open house for realtors in May 2015 as part of its efforts to sell the 1230 Balmoral Property. The Receiver did not 10

29 22 receive any offers during the period CBRE had the listing, which caused the Receiver some concern that possibly the property needed to be marketed by another firm from outside the Cambridge area so that other potential buyers could be exposed to the opportunity. On September 10, 2015, the Receiver listed the 1230 Balmoral Property with Ren/Tex Realty Inc. ( Rentex ), which is a firm from the Greater Toronto Area specializing in industrial real estate. The Receiver dropped the listing price to $2,895,000 in order to attract more activity on the property. A copy of the Rentex listing agreement is attached as Appendix I. 53. The Receiver received three offers since listing the 1230 Balmoral Property with Rentex and the first two offers did not proceed after their respective initial due diligence. The third offer was from NSS. 54. Following extensive negotiations between the Receiver and NSS concerning the purchase price and other terms, the parties entered into the APS. Upon the execution of the APS, NSS paid a deposit in the amount of $50, The APS was conditional upon, inter alia, NSS completing its due diligence with respect to the physical, legal and environmental condition of the 1230 Balmoral Property until April 5, There were further negotiations between the Receiver and NSS that occurred just prior to April 5 th and the due diligence period was extended until April 7, 2016, as a result. 56. On April 7, 2016, NSS waived its due diligence condition. 57. The APS is still conditional upon the Receiver obtaining an order of this Court approving the APS and vesting title to the Premises in the purchaser, free and clear of any encumbrances (the Approval and Vesting Order ). The Receiver will be required to place $250,000 of the purchase price into a segregated trust account and will only draw on such monies for the purpose of funding the costs associated with the RSC including, without limiting the generality of the forgoing, the costs of obtaining the RSC and the costs of complying with the RMMs set out therein. Upon the earlier of 5 years from the date of the issuance of the RSC and the date that the MOECC confirms in writing that all RMMs set out in the RSC have been satisfied, the remainder of the funds if any shall become the property of the Receiver without any further obligation. 11

30 A copy of the APS with the purchase price redacted is attached as Appendix J. The Receiver recommends that the purchase price be sealed until further order of the court in the event the transaction does not close. No party will be prejudiced if the purchase price is sealed. An unredacted copy of the amended APS is submitted as Confidential Appendix The closing date for the sale transaction is set as May 24, The lease with Clemmer will be assigned to NSS on closing and the Receiver will not need to provide vacant possession of the 1230 Balmoral Property. 60. The Receiver recommends approval of the APS for the following reasons: a. the 1230 Balmoral Property was marketed for sale this last time for a period of approximately one year by two separate realtors that specialize in the sale of industrial buildings; b. the Receiver is satisfied that the 1230 Balmoral Property was sufficiently exposed to the market and based on the marketing process to date does not expect to receive any further bids; c. the APS represents the highest, best and only offer received for the 1230 Balmoral Property; d. the purchase price is reasonable given the appraised value of the 1230 Balmoral Property. Appraisals were done on the assumption that the 1230 Balmoral Property had neither environmental issues nor any required repairs to the building structure. However, it is known that there has been extensive environmental remediation done and continued monitoring to still be done at the expense of the Receiver. A copy of the appraisal commissioned by the Receiver and Roynat and allowed to be relied upon by the Receiver from Waterloo Regional Appraisals Ltd. dated May 30, 2013 is submitted as Confidential Appendix 2 ; e. the 1230 Balmoral Property has been marketed for sale many times over the span of 8 years, and this is the first time any purchaser has waived their conditions with respect to the environmental concerns; and 12

31 24 f. the APS has the support of Roynat, who is a secured creditor of Stafford and holds a first ranking security interest in the personal property of Stafford and a first and second ranking charge on the 1230 Balmoral Property. IV. INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS 61. Attached as Appendix K is a redacted copy of the Receiver s Interim Statement of Receipts and Disbursements in respect of Stafford (the Statement ) including future receipts and disbursements arising from closing the APS. An unredacted copy of the Statement is submitted as Confidential Appendix The Statement shows an excess of receipts over disbursements but providing for a net amount substantially less than the amount still owing to the first secured creditor, Roynat. V. PROPOSED INTERIM DISTRIBUTION 63. As described above, Roynat holds first ranking security in the 1230 Balmoral Property. 64. As at the date of this Report, the Receiver has been advised by Roynat that Stafford is indebted to Roynat in an amount of $3,773,018 as at April 19, There will not be sufficient funds to fully repay the indebtedness owed by Stafford to Roynat from the sale of the 1230 Balmoral Property. Therefore, the Receiver requests the permission of this Court to distribute the available funds on hand to pay the expenses of the sale and the balance to Roynat along with other funds currently in the possession of the Receiver, save for a reserve for the Receiver and the $250,000 reserve as contemplated in the APS. VI. RECEIVER S REMAINING ACTIVITIES 66. The Receiver s remaining activities to complete the administration of the Stafford receivership principally consist of: a. Completing the Transaction, if approved; b. Distributing the remaining funds to Roynat, subject to the future disbursements as set out in the Statement; c. Continuing the environmental monitoring of the Two Properties; 13

32 25 d. Completing the process to obtain a risk assessment RSC for the 1230 Balmoral Property and then adhering to the RMMs set out in the RSC; e. Continuing to file annual corporate tax returns for Stafford; and f. Completing any other administrative matters necessary to the Receiver's discharge as Receiver of Stafford. VII. ORDERSOUGHT 67. The Receiver respectfully requests an order ofthis Court: a. approving the Receiver's conduct, activities, decisions, and activities to date as set out in this Report; b. approving the APS, authorizing the Receiver to complete the Transaction contemplated therein and vesting title to the 1230 Balmoral Property in the Purchaser free and clear of encumbrances upon completion of the Transaction; c. approving the proposed distribution of sale proceeds from the sale of the Purchased Assets as set out herein; and d. sealing the Confidential Appendices pending the completion of the Transaction. All ofwhich is respectfully submitted this 12th day of May, The Fuller Landau Group Inc. in its capacity as Court-appointed receiver of Stafford Properties Inc. Per: David Filice Senior Vice President 14

33 TAB A

34 26 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. C V -OS - 7& q 2- O<JC L 'rhe HONOURABLE l'1 r. ) FRIDAY, THE 22N DAY ) JUSTICE ) OF AUGUST, 2008 IN THE MATTER OF SECTION 101 OF THE COURTS OF JUSTICE ACT, R.S , C. C-43, AS AMENDED; AND BETWEEN: IN 'fhe MATTER OF STAFFORD PROPERTIES INC. ROYNATINC. Applicant - and - STAFFORD PROPERTIES INC. Respondent RECEIVERSHIP ORDER THIS APPLICATION, made by Roynat Inc. for an Order pursuant to section 101 ohhe Courts of Justice Act, R.S.O 1990 c. C.43, as amended (the "CJA") appointing The Fuller Landau Group Inc. as receiver and manager (in such capacities, the "Receiver") without security, of all of the assets, lmderliikings and properties of Stafford Propeliies Inc. (the "Debtor") was heard this day at 330 University Avenue, Toronto, Ontario. ON READING the affidavit of Walter A. Amorin sworn August 21, 2008 and the Exhibits thereto (the "Amorin Affidavit") and on hearing the submissions of counsel for the Applicant, no one appearing for the respondent although duly served as appears from the affidavit of service of [NAi\1E] sworn [DATE] and on reading the consent of The Fuller Landau Group Inc. to act as the Receiver, Legal'

35 27-2- SERVICE l. THIS COURT ORDERS that the time for service of the Notice of Application and the Application Record is hereby abridged so that this motion is properly rctumable today and hereby dispenses with further service thereof. APPOINTMENT 2. THIS COURT ORDERS that pursuant to section I 01 of the CJA, The Fuller Landau Group Inc. is hereby appointed Receiver, without security, of all of the Debtor's current and future assets, undertakings and properties of every nature and kind whatsoever, and wherever situate including all proceeds thereof (the "Property"). RECEIVER'S POWERS 3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not obligated, to act at once in respect of the Property and, without in any way limiting the generality of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the following where the Receiver considers it necessary or desirable: (a) (b) (c) to take possession and control of the Property and any and all proceeds, receipts and disbursements arising out of or from the Property; to receive, preserve, protect and maintain control of the Property, or any part or parts thereof, including, but not limited to, the changing of locks and security codes, the relocating of Property to safeguard it, the engaging of independent security personnel, the taking of physical inventories and the placement of such insurance coverage as may be necessary or desirable; to manage, operate and carry on the business ofthe Debtor, including the powers to enter into any agreements, incur any obligations in the ordinary course of business, cease to cany on all or any part of the business, or cease to pcrfonn any contracts of the Debtor; Legal'

36 28-3- (d) (e) (f) (g) (h) (i) (j) (k) (l) to engage consultants, apprmsers, agents, experts, auditors, accountants, managers, counsel and such other persons from time to time and on whatever basis, including on a temporary basis, to assist with the exercise of the powers and duties conferred by this Order; to engage CB Richard Ellis to list and sell the real property of the Debtor; to receive and collect all monies and accounts now owed or hereafter owing to the Debtor and to exercise all remedies of the Debtor in collecting such monies, including, without limitation, to enforce any security held by the Debtor; to settle, extend or compromise any indebtedness owing to the Debtor; to execute, assign, issue and endorse documents of whatever nature in respect of m1y of the Property, whether in the Receiver's name or in the name and on behalf of the Debtor, for any purpose pursuant to this Order; to undertake cnviron..mental or workers' health and safety assessments of the Property and operations of the Debtor; to initiate, prosecute and continue the prosecution of any and all proceedings... and... lo.. clefel1<1... all... Proceedings... now. pending or hereafter instituted with respect to the Debtor, the Property or the Receiver, and to settle or compromise any such proceedings. The authority hereby conveyed shall extend to such appeals or applications for judicial review in respect of m1y order or judgn1cnt pronounced in any such proceeding; to market any or all of the Property, including advertising and soliciting offers in respect of the Property or any part or pmis thereof and negotiating such tenns and conditions of sale as the Receiver in its discretion may deem appropriate; to sell, convey, transfer, lease or assign the Property or any part or parts thereof out of the ordinary course of business, Legal'

37 29-4- (i) (ii) without tl\e approval of this Comt in respect of any transaction not exceeding $100,000, provided that the aggregate consideration for all such transactions does not exceed $250,000; and with the approval of this Court in respect of any transaction in which the purchase price or the aggregate purchase price exceeds the applicable amom1t set out in the preceding clause, and in each such case notice under subsection 63(4) of the Ontario Personal Property Security Act, or section 31 of the Ontario Mortgages Act, as the case may be, shall not be required, and in each case the Ontario Bulk Sales Act shall not apply. (m) (n) to apply for any vesting order or other orders necessary to convey the Property or any part or parts thereof to a purchaser or purchasers thereof, free and clear of any liens or encumbrances affecting such Property; to report to, meet with and discuss with such affected Persons (as defined below) as the Receiver deems appropriate on all matters relating to the Property and the receivership, and to share infonnation, subject to such terms as to confidentiality as the Receiver deems advisable; ( o) to register a copy ofthis Order and any other Orders in respect of the Property against title to any of the Property; (p) (q) to apply for any permits, licences, approvals or permissions as may be required by any governmental authority and any renewals thereof for and on behalf of and, if thought desirable by the Receiver, in the name of the Debtor; to enter into agreements with any trustee in bankruptcy appointed in respect of the Debtor, including, withont limiting the generality of the foregoing, the ability to enter into occupation agreements for any propetty owned or leased by the Debtor; Legal'

38 30-5- (r) (s) to exercise any shareholder, partnership, joint venture or other rights which the Debtor may have; and to take any steps reasonably incidental to the exercise of these powers, and in each case where the Receiver takes any such actions or steps, it shall be exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined below), including the Debtor, and without interference from any other Person. DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER 4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors, officers, employees, agents, accountants, legal counsel and shareholders, and all other persons acting on its instructions or behalf, and (iii) all other individuals, firms, corporations, goverrunental bodies or agencies, or other entities having notice of this Order (all of the foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the Receiver of the existence of any Property in such Person's possession or control, shall grant immediate and continued access to the Property to the Receiver, and shall deliver all such Property to the Receiver upon the Receiver's request. 5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the existence of any books, documents, secmities, contracts, orders, corporate and accounting records;and any Btherpap<Jrs,records and infurmation olany.. kind.. relate IJ9... t11e... business.. or affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data storage media containing any such infonnation (the foregoing, collectively, the "Records") in that Person's possession or control, and shall provide to the Receiver or pem1it the Receiver to make, retain and take away copies thereof and grant to the Receiver unfettered access to and use of accounting, computer, software and physical facilities relating thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records, or the granting of access io Records, which may not be disclosed or provided to the Receiver due to the privilege attaching to solicitor-client communication or due to statutory provisions prohibiting such disclosure. Legal'

39 THIS COURT ORDERS!bat if any Records are stored or otherwise contained on a computer or other electronic system of infonnation storage, whether by independent service provider or otherwise, all Persons in possession or control of such Records shall forthwith give unfettered access to the Receiver for the purpose of allowing tbe Receiver to recover and fully copy all of the infom1ation contained therein whether by way of printing the infom1ation onto paper or making copies of computer disks or such other manner of retrieving and copying the infonnation as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy any Records without the prior written consent of the Receiver. Further, for the purposes of this paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate access to the infonnation in the Records as the Receiver may in its discretion require including providing the Receiver witb instmctions on the use of any computer or other system and providing the Receiver with any and all access codes, account names and account numbers that may be required to gain access to the infonnation. NO PROCEEDINGS AGAINST THE RECEIVER 7. THIS COURT ORDERS that no proceeding or enforcement process in any court or tribunal (each, a "Proceeding"), shall be conu11enced or continued against the Receiver except with the written consent ofthe Receiver or with leave of this Court. NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY g., TUIS... CO.URTORDERS!hat.. no... Ero.ceedingagainst.orjnxespectofJhe PebJoLorJhe Propetty shall be commenced or continued except with the written consent of the Receiver or with leave of this Comi and any and all Proceedings currently under way against or in respect of the Debtor or the Property are hereby stayed and suspended pending further Order of this Court. NO EXERCISE OF RIGHTS OR REMEDIES 9. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or affecting!he Property, are hereby stayed and suspended except with the written consent of the Receiver or leave of this Court, provided however that nothing in this paragraph shall (i) empower the Receiver or the Debtor to cany on any business which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from compliance with statutory or regulatory provisions relating to health, safety or tbe envimnment, (iii) prevent the filing of any Legal'

40 32-7- registration to preserve or perfect a security interest, or (iv) prevent the registration of a claim for lien. NO INTERFERENCE WITH THE RECEIVER 10. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform aoy right, renewal right, contract, agreement, licence or permit in favour of or held by the Debtor, without written consent of the Receiver or leave of this Court. CONTINUATION OF SERVJCES 11. THIS COURT ORDERS that all Persons having oral or written agreements with the Debtor or statutory or regulatory mandates for the supply of goods and/or services, including without limitation, all computer software, communication and other data services, centralized banking services, payroll services, insurance, transportation services, utility or other services to the Debtor are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or tenninating the supply of such goods or services as may be required by the Receiver, and that!he Receiver shall be entitled to the continued use of the Debtor's current telephone numbers, facsimile nnmbers, intemet addresses and domain names, provided in each case that the normal prices or charges for all such goods or services received after the date of this Order are paid by the Receiver in accordance with nonnal payment practices of the Debtor or such other practices as maybe agreedupo11 by the supplier or service provider aod the Receiver, or as may be ordered by this Court. RECEIVER TO HOLD FUNDS 12. THIS COURT ORDERS tl1at all fnnds, monies, cheques, instruments, and other forms of payments received or collected by the Receiver from and after the making of this Order from any source whatsoever, including without limitation the sale of all or any of the Property and the collection of any accounts receivable in whole or in part, whether in existence on the date of this Order or hereafter coming into existence, shall be deposited into one or more new accounts to be opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit of such Post Receivership Accounts fi om time to time, net of any disbursements provided for Lega1'

41 33-8- herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any further Order of this Court. 13. THIS COURT ORDERS that notwithstanding paragraph 12 above, the Receiver be and is hereby directed to continue to pay Roynat amounts owing under the Stafford Facilities (as defined in the Amorin Affidavit) as they come due. EMPLOYEES 14. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of the Debtor until such time as tbe Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Receiver shall not be liable for any employee-related liabilities, including wages, severance pay, termination pay, vacation pay, and pension or benefit amounts, other than such amounts as the Receiver may specifically agree in writing to pay, or such amounts as may be detem1ined in a Proceeding before a court or tribunal of competent jurisdiction. 15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal Information Protection and Electronic Documents Act, the Receiver shall disclose personal information of identifiable individuals to prospective purchasers or bidders for the Property and to their advisors, but only to the extent desirable or required to negotiate and attempt to complete one or more sales of the Properiy (each, a "Sale"). Each prospective purchaser or bidder to Whom sucli personal inf<:mnalion is disclosed shau maintain and protect the privacy of such infonnation and limit the use of such information to its evaluation of the Sale, and if it does not complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all such infm1rration. The purchaser of any Property shall be entitled to continue to use the personal infon11ation provided to it, and related to the Property purchased, in a manner which is in all material respects identical to the prior use of such information by the Debtor, and shall return all other personal infonnation to the Receiver, or ensure that all other personal information is destroyed. Legal~363089?.1

42 34-9- LIMITATION ON ENVIRONMENTAL LIABILITIES 16. THIS COURT ORDERS that nothing herein contained shall require the Receiver to occupy or to take control, care, charge, possession or management (separately and/or collectively, "Possession") of any of the Property that might be environmentally contaminated, might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release or deposit of a substance contrary to any federal, provincial or other Jaw respecting the protection, conservation, enl1ancement, remediation or rehabilitation of the environment or relating to the disposal of waste or other contamination including, without limitation, the Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations thereunder (the "Environmental Legislation"), provided however that nothing herein shall exempt the Receiver from any duty to report or make disclosure imposed by applicable Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in pursuance ofthe Receiver's duties and powers under this Order, be deemed to be in Possession of any of the Property within the meaning of any Environmental Legislation, unless it is actually in possession. LIMITATION ON THE RECEIVER'S LIABILITY 17. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result of its appointment or the carrying out the provisions of this Order, save and except for any gross negligence or wilful misconduct on its part. Nothing inthisordershalfderogafefroirithe protections afforded the Receiver by section of the BIA or by any other applicable legislation. RECEIVER'S ACCOUNTS 18. THIS COURT ORDERS that any expenditure or liability which shall properly be made or incurred by the Receiver, including the fees of the Receiver and the fees and disbursements of its legal counsel, incurred at the standard rates and charges of the Receiver and its counsel, shall be allowed to it in passing its acconnts and shall fonn a first charge on the Property in priority to all security interests, tnrsts, liens, charges and encumbrances, statutory or othe1wise, in favour of any Person (the "Receiver's Charge"). Legal

43 THIS COURT ORDERS the Receiver and its legal counsel shall pass its accounts from time to time, and for this purpose the accounts of the Receiver and its legal com1sel are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice. 20. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its fees and disbursements, including legal fees and disbursements, incmred at the normal rates and charges of the Receiver or its counsel, and such amounts shall constitute advances against its remuneration and disbursements when and as approved by this Court. FUNDING OF THE RECEIVERSHIP 21. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to bonow by way of a revolving credit or otherwise, such monies from time to time as it may consider necessary or desirable, provided that the outstanding principal runoullt does not exceed $100,000 (or such greater amount as this Court may by fmiher Order authorize) at a:t1y time, at such rate or rates of interest as it deems advisable for such period or periods of time as it may anange, for the purpose of funding the exercise of the powers and duties conferred upon the Receiver by this Order, including interim expenditmes. The whole of the Property shall be a:t1d is hereby charged by way of a fixed and specific charge (the "Receiver's Bonowings Charge") as security for the payment of the monies borrowed, together with interest and charges thereon, in j5fi6tityto all securityintcrcsts, trusts; liens; charges and encumbrances; statutory or otherwise, in favour of any Person, but subordinate in priority to the Receiver's Charge. 22. THIS COURT ORDERS that neither the Receiver's Bonowings Charge nor any other security granted by the Receiver in com1ection with its bonowings under this Order shall be enforced without leave of this Court. 23. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates substantially in the fo1m annexed as Schedule "A" hereto (the "Receiver's Certificates") for any amount bonowed by it pursuant to this Order. 24. THIS COURT ORDERS that the monies from time to time bonowed by the Receiver pursuant to this Order or any further order of this Court and any and all Receiver's Certificates Legal"

44 evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed to by the holders of any prior issued Receiver's Certificates. GENERAL 25. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for advice and directions in the discharge of its powers and duties hereunder. 26. TIUS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting as a trustee in bankruptcy ofthe Debtor. 27. nus COURT HEREBY REQUESTS the lid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Receiver and its agents in canying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and its agents in canying out the terms of this Order. 28. TIUS COURT ORDERS that the Receiver be at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Order and for assistance in carrying out the terms of this Order. 29. TIUS COURT ORDERS that the Applicant shall have its costs of this motion, up to and including entry and service of this Order, provided for by the tenns of the Applicant's security or, if not so provided by the Applicant's security, then on a full indemnity basis to be paid by the Receiver from the Debtor's estate with such priority and at such time as this Court may detennine. 30. THIS COURT ORDERS that any interested party may apply to this Court to vary or amend this Order on not less than seven {7) days' notice to the Receiver, the Applicant, the Bank of Montreal, and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Conrt may order. Legal' ENTERED ATI inscrlt A TORONTO ON I BOOK NO: LEI DANS LE REGISTRE NO.: AUG Joanne Nicoara. Registrar. Superior Court ol Jusllce

45 37 SCllEDULE"A" RECENER CERTIFICATE CERTIFICATE NO AA10u~T- 31. THIS IS TO CERTIFY that The Fuller Landau Group Inc., the receiver and manager (the "Receiver") of all of the assets, undertakings and properties of Stafford Properties Inc. appointed by Order of the Ontario Superior Court of Justice (the "Court") dated the _ day of, 2008 (the "Order") made in an action having Court file number 08-CL-, has received as such Receiver from the holder of this certificate (the "Lender") the principal sum of $, being part of the total principal sum of $ which the Receiver is authorized to borrow under and pursuant to the Order. 32. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily][monthly not in advance on the day of each month] after the date hereof at a notional rate per annum equal to the rate of per cent above the prime commercial lending rate of Bank of from time to time. 33. Such principal sum with interest thereon is, by the tenns of the Order, together with the principal sums and interest thereon of all other ce11ificates issued by the Receiver pursuant to the Qrderortoanyfurther order of the Court, a charge upon the whole of the Property (as defined in the Order), in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order, and the right of the Receiver to indemnify itself out of such Propeliy in respect of its remm1eration and expenses. 34. All sums payable in respect of principal and interest under this ce1iificate are payable at the main office of the Lender at Toronto, Ontario. 35. Until all liability in respect of this certificate has been te1minated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this celiificate. Legal'

46 The charge securing this certificate shall operate so as to pennit the Receiver to deal with the Property (as defined in the Order) as authorized by the Order and as authorized by any further or other order of the Court. 37. The Receiver does not unde1iake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the tenns of the Order. DATED the~- day of ~, THE FULLER LANTIAU GROUP INC. solely in its capacity as Receiver of the Property (as defined in the Order), and not in its personal capacity Per: Name: Title: Lega1'

47 ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) Proceeding commenced at Toronto Rt<:CEIVERSHIP ORDER Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2 Frank Spizzirri (LSUC# 37027F) Tel: (416) Fax: (416) Solicitors for Roynat Inc.,.. ROYNATINC. Applicant and STAFFORD PROPERTIES INC. Respondent Court File No: CN- O'k <X:> C '- Legal'

48 TAB B

49 40 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL THE HONOURABLE MADAM ) FRIDAY, THE 15TH ) JUSTICE MATHESON ) DAY OF AUGUST, 2014 BETWEEN: ROYNATINC. Applicant -and- STAFFORD PROPERTIES INC. Respondent ORDER THIS MOTION, made by The Fuller Landau Group Inc. in its capacity as the courtappointed receiver (the "Receiver") of the undertaking, property and assets of Stafford Properties Inc. (the "Debtor") for an order (i) sealing Confidential Appendices relating to a sale agreement between the Receiver and KPL Holdings Inc. (the "Sale Agreement"); (ii) approving the conduct of the Receiver as described in the First Report of the Receiver dated August 7, 2014; (iii) approval of the Receiver's interim statement of receipts and disbursements; and (iv) approving the distribution of funds to Roynat Inc., was heard this day at 330 University Avenue, Toronto, Ontario.

50 41 ON READING the Report and on hearing the submissions of counsel for the Receiver, no one appearing for any other person on the service list, although properly served as appears from the Affidavit of Edna Domingues De Araujo sworn August 7, 2014, filed: 1. THIS COURT ORDERS AND DECLARES that the Confidential Appendices 1-3 to the First Report of the Receiver shall be segregated from other documents filed in connection with this motion and shall be sealed until the filing with the Court of the Receiver's Certificate in the form attached as Schedule "A" or upon further Order of the Court. 2. THIS COURT ORDERS that the conduct, decisions, and activities of the Receiver as set out in the First Report of the Receiver, and since the Receivership Order on August 22, 2008, be and they are hereby approved. 3. THIS COURT ORDERS that the Receiver's Interim Statement of Cash Receipts and Disbursements for the period of August 22, 2008 to July 15, 2014 for the Debtor's receivership be and hereby is approved. 4. THIS COURT ORDERS that the payment of expenses associated with the Sale Agreement and the distribution of the proceeds of sale and other recoveries, including future collections of rent, to Roynat Inc. as proposed b he Receiver be and are hereby approved. L l 'I L~ : '- ~ -..,- ~ :. l. AUG 1 S Z014

51 42 Schedule A- Form of Receiver's Certificate Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN: ROYNATINC. Applicant -and- STAFFORD PROPERTIES INC. Respondent RECEIVER'S CERTIFICATE RECITALS A. Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (the "Court") dated August 22, 2008, The Fuller Landau Group Inc. was appointed as - the receiver (the "Receiver") of the undertaking, property and assets of Stafford Properties Inc. (the "Debtor"). B. Pursuant to an Order of the Court dated August_, 2014, the Court approved the agreement of purchase and sale made as of May 27, 2014 (the "Sale Agreement") between the Receiver and KPL Holdings Inc.(the "Purchaser") and provided for the vesting in the Purchaser of the Debtor's right, title and interest in and to the Purchased Assets, which vesting is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the Purchaser

52 43 of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for the Purchased Assets; (ii) that the conditions to Closing as set out in Schedules "A" and "B" of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the Transaction has been completed to the satisfaction of the Receiver. C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in the Sale Agreement. THE RECEIVER CERTIFIES the following: 1. The Purchaser has paid and the Receiver has received the Purchase Price for the Purchased Assets payable on the Closing Date pursuant to the Sale Agreement; 2. The conditions to Closing as set out in Schedules "A" and "B" of the Sale Agreement have been satisfied or waived by the Receiver and the Purchaser; and 3. The Transaction has been completed to the satisfaction of the Receiver. 4. This Certificate was delivered by the Receiver at [TIME] on [DATE]. THE FULLER LANDAU GROUP INC., in its capacity as Receiver of the undertaking, property and assets of STAFFORD PROPERTIES INC., and not in its personal capacity Per: Name: Title:

53 Court File No. CV CL ONTARIO SUPERIOR COURT OF JUSTICE (Commercial List) PROCEEDING COMMENCED AT TORONTO, ONTARIO ORDER BAKER & McKENZIE LLP Barristers and Solicitors 181 Bay Street, P.O. Box 874 Suite 2100 Toronto, ON M5J 2T3 Frank Spizzirri (LSUC#: 37327F) Tel: Michael Nowina (LSUC#: ) Tel.: Lawyers for the Receiver 44. ROYNATINC. -and-. Applicant STAFFORD PROPERTIES INC. Respondent Fax:

54 TAB C

55 PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER LAND PAGE 1 OF 5 REGISTRY PREPARED FOR KBeattie2 OFFICE # (LT) ON 2016/04/15 AT 16:50:36 * CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT * PROPERTY DESCRIPTION: PT LTS 11 & 12 RCP 1384 CAMBRIDGE PTS 2 & 3 67R454 & PT 1 67R1304 ; S/T RIGHT IN WS & ; S/T INTEREST IN WS573151; S/T EASEMENT OVER PTS. 4, 7, 9, 10, 11 ON 58R IN FAVOUR OF PT. 4 ON 67R 1351, AS IN WR844526; REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO 67R /08/24 PLAN REFERENCE C 67R /04/18 PLAN REFERENCE C BRUTE MANUFACTURING LIMITED WS573151Z 1978/05/18 REST COV APL ANNEX C Z /03/31 REST COV APL ANNEX C BRUTE MANUFACTURING LIMITED /09/09 AGREEMENT THE CITY OF CAMBRIDGE C REMARKS: SITE CONTROL NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. CERT/ CHKD 45 PROPERTY REMARKS: ESTATE/QUALIFIER: RECENTLY: PIN CREATION DATE: FEE SIMPLE RE ENTRY FROM /08/18 LT CONVERSION QUALIFIED OWNERS NAMES CAPACITY SHARE STAFFORD PROPERTIES INC. ** PRINTOUT INCLUDES ALL DOCUMENT TYPES AND DELETED INSTRUMENTS SINCE: 2003/08/15 ** **SUBJECT, ON FIRST REGISTRATION UNDER THE LAND TITLES ACT, TO: ** SUBSECTION 44(1) OF THE LAND TITLES ACT, EXCEPT PARAGRAPH 11, PARAGRAPH 14, PROVINCIAL SUCCESSION DUTIES * ** AND ESCHEATS OR FORFEITURE TO THE CROWN. ** THE RIGHTS OF ANY PERSON WHO WOULD, BUT FOR THE LAND TITLES ACT, BE ENTITLED TO THE LAND OR ANY PART OF ** IT THROUGH LENGTH OF ADVERSE POSSESSION, PRESCRIPTION, MISDESCRIPTION OR BOUNDARIES SETTLED BY ** CONVENTION. ** ANY LEASE TO WHICH THE SUBSECTION 70(2) OF THE REGISTRY ACT APPLIES. **DATE OF CONVERSION TO LAND TITLES: 2003/08/18 ** WS /05/18 TRANSFER *** DELETED AGAINST THIS PROPERTY *** /03/31 TRANSFER *** DELETED AGAINST THIS PROPERTY ***

56 PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER LAND PAGE 2 OF 5 REGISTRY PREPARED FOR KBeattie2 OFFICE # (LT) ON 2016/04/15 AT 16:50:36 * CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT * REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO /04/01 CHARGE *** DELETED AGAINST THIS PROPERTY *** BRUTE MANUFACTURING LIMITED LAMONTAGNE, JOHN /07/10 CHARGE *** DELETED AGAINST THIS PROPERTY *** BRUTE MANUFACTURING LIMITED ROYNAT INC. JP PROPERTIES INC. CORRECTIONS: CHARGOR: JP PROPERTIES INC. ADDED ON 2003/06/02 BY BARBARA CORR /07/10 AGREEMENT *** COMPLETELY DELETED *** LAMONTAGNE, JOHN ROYNAT INC. REMARKS: , CORRECTIONS: REGN. NUMBER CHANGED FROM TO ON 2001/07/10 BY SUSAN SIMPSON /07/10 CHARGE *** DELETED AGAINST THIS PROPERTY *** BRUTE MANUFACTURING LIMITED THE BANK OF NOVA SCOTIA /07/10 AGREEMENT *** COMPLETELY DELETED *** LAMONTAGNE, JOHN THE BANK OF NOVA SCOTIA REMARKS: , LT /09/29 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. LT /09/29 POSTPONEMENT *** COMPLETELY DELETED *** THE BANK OF NOVA SCOTIA ROYNAT INC. REMARKS: TO LT LT /10/01 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED NORVEST MEZZANINE FUND LIMITED PARTNERSHIP WR /11/23 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. JP PROPERTIES INC. WR /11/23 POSTPONEMENT *** COMPLETELY DELETED *** NORVEST MEZZANINE FUND LIMITED PARTNERSHIP ROYNAT INC REMARKS: WR88250 & LT NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. CERT/ CHKD 46 LT /10/01 DISCH OF CHARGE *** COMPLETELY DELETED *** LAMONTAGNE, JOHN REMARKS: RE:

57 PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER LAND PAGE 3 OF 5 REGISTRY PREPARED FOR KBeattie2 OFFICE # (LT) ON 2016/04/15 AT 16:50:36 * CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT * REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO WR /11/23 POSTPONEMENT *** COMPLETELY DELETED *** THE BANK OF NOVA SCOTIA ROYNAT INC. REMARKS: , WR88250 & LT WR /08/19 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. WR /08/19 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. WR /08/19 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED BANK OF MONTREAL WR /11/08 NOTICE THE CORPORATION OF THE CITY OF CAMBRIDGE C REMARKS: RELEASES PARAGRAPH 3, SCHEDULE B AS IN WS573151Z WR /07/11 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. WR /07/11 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. CERT/ CHKD 47 WR /10/27 DISCH OF CHARGE *** COMPLETELY DELETED *** NORVEST MEZZANINE FUND LIMITED PARTNERSHIP REMARKS: RE: LT WR /10/27 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR /10/27 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: LT144616; DELETED NOV. 19, 2014 WR /10/27 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR88250 WR /10/27 DISCH OF CHARGE *** COMPLETELY DELETED *** THE BANK OF NOVA SCOTIA REMARKS: RE:

58 PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER LAND PAGE 4 OF 5 REGISTRY PREPARED FOR KBeattie2 OFFICE # (LT) ON 2016/04/15 AT 16:50:36 * CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT * REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO WR /07/11 CHARGE *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED ROYNAT INC. WR /10/31 TRANSFER *** COMPLETELY DELETED *** BRUTE MANUFACTURING LIMITED STAFFORD PROPERTIES INC. WR /12/14 CHARGE $2,725,000 STAFFORD PROPERTIES INC. ROYNAT INC. C REMARKS: DELETED FROM PIN NOV. 19,2014 WR /12/14 CHARGE $6,865,000 STAFFORD PROPERTIES INC. ROYNAT INC. C REMARKS: DELETED FROM PIN NOV. 19,2014 WR /12/14 CHARGE $4,250,000 STAFFORD PROPERTIES INC. BANK OF MONTREAL C REMARKS: DELETED FROM PIN NOV. 19,2014 WR /12/14 NOTICE OF LEASE $1 STAFFORD PROPERTIES INC. BRUTE MANUFACTURING LIMITED C WR /07/15 NO SEC INTEREST $77,834 MAXIUM FINANCIAL SERVICES INC. C NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. CERT/ CHKD 48 WR /12/14 DISCH OF CHARGE *** COMPLETELY DELETED *** BANK OF MONTREAL REMARKS: RE: WR WR /12/14 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR WR /12/14 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR WR /12/14 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR WR /12/14 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR WR /12/14 DISCH OF CHARGE *** COMPLETELY DELETED *** ROYNAT INC. REMARKS: RE: WR148637

59 PARCEL REGISTER (ABBREVIATED) FOR PROPERTY IDENTIFIER LAND PAGE 5 OF 5 REGISTRY PREPARED FOR KBeattie2 OFFICE # (LT) ON 2016/04/15 AT 16:50:36 * CERTIFIED IN ACCORDANCE WITH THE LAND TITLES ACT * SUBJECT TO RESERVATIONS IN CROWN GRANT * REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO 58R /09/29 PLAN REFERENCE C WR /10/07 TRANSFER $2 STAFFORD PROPERTIES INC. STAFFORD PROPERTIES INC. C WR /10/07 APL COURT ORDER ONTARIO SUPERIOR COURT OF JUSTICE THE FULLER LANDAU GROUP INC. C REMARKS: RECEIVERSHIP ORDER WR /12/01 LR S ORDER LAND REGISTRAR, WATERLOO LAND REGISTRY OFFICE C REMARKS: ADD PT. LOT 11 TO DESCRIPTION 58R /12/02 PLAN REFERENCE C NOTE: ADJOINING PROPERTIES SHOULD BE INVESTIGATED TO ASCERTAIN DESCRIPTIVE INCONSISTENCIES, IF ANY, WITH DESCRIPTION REPRESENTED FOR THIS PROPERTY. NOTE: ENSURE THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OF PAGES AND THAT YOU HAVE PICKED THEM ALL UP. CERT/ CHKD 49 WR /02/08 CONSTRUCTION LIEN *** COMPLETELY DELETED *** I.M.I. MANUFACTURING INC. WR /04/10 DIS CONSTRUCT LIEN *** COMPLETELY DELETED *** I.M.I. MANUFACTURING INC. REMARKS: WR

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61 50 I! 611 KRMC Kronis, Rotsztain, Margles, Cappel LLP Barristers and Solicitors 25 Sheppard Avenue West (at Yonge) Suite 1100, Toronto, ON Canada M2N 6S6 Telephone: (416) Facsimile: (416) August 6, 2014 The Fuller Landau Group Inc. 151 Bloor Street West 12th Floor Toronto, Ontario M5S IS4 Dear Sirs: Re: The Fuller Landau Group Inc:. ("Fuller Landau") Court-Appointed Receiver of Stafford Properties Inc. (the "Debtor"). Introduction and Scope of Review You have requested our opinion concerning certain security over real property granted by the Debtor. The Debtor is the registered owner of: 1. PT LT 12 RCP 1384 CAMBRIDGE PTS 2 & 3, 67R454 & PT 167Rl304; Sff RIGHT IN WS & ; Sff INTEREST IN WS573151; CAMBRIDGE, municipally known as 1230 Balmoral Road, Cambridge; and 2. PT LT RCP 1384 CAMBRIDGE PT 4 67R1351; Sff WS61211; CAMBRIDGE, municipally known as 55 Stafford Court, Waterloo (collectively the "Property,) in the Land Registry Office for the Land Titles Division of Waterloo (No.58) (the "Land Titles Office,). The specific security for which we are to opine (the "Security Documents") has been granted to Roynat Inc. (the "Lender'') as follows: 1. Instrument No. December 14, 2006 securing the principal amount o 6 865, (the "Second Charge/Mortgage' We have reviewed the Security Documents to detennine their validity and enforceability against the Debtor.

62 51 I : 62 Kronfs, Rotsztaln, Margles, Cappel LLP Page:2 Assumptions, Searches and Fact Reliance For the purposes of the opinion set out herein, we have examined: (a) A copy of the Second Charge/Mortgage between the Debtor and the Lender; (b) The Parcel Register for the Property; (c) A Corporation Profile Report dated the 6th day of August, 2014 issued by the Ontario Ministry of Government Services (the "Ministry") with respect to the borrower; (d) The Land Titles Act, RSO 1970c L.S. We have also made such other searches, enquiries and investigations and considered such questions of law we have deemed relevant, necessary as a basis for the opinions hereinafter expressed. We have only conducted a subsearch of the Property and have not conducted any off-title searches. Opinion Subject to the assumptions and qua1ifications noted in this letter, we are of the opinion that: As at August 6, 2014, the Security Documents have been duly registered under the Land Titles Act and are valid and enforceable against the Debtor to the extent of all monies advanced thereunder by the Lender, subject to the qualifications noted below and subject to those interests, instruments and registrations listed in Schedule A attached hereto, and create valid and binding obligations of the Debtor in accordance with the terms of the Second Charge/Mortgage. Assumptions In expressing our opinions we have assumed, without independent verification by us: (a) (b) (c) (d) (e) The genuineness of all signatures on and the authenticity and completeness of all documents submitted to us as original documents, the conformity to the original documents of all documents submitted to us as true, certified, confonned or photostatic copies thereof, and the genuineness of all signatures on and the authenticity of the originals of such copies; The completeness, truth, accuracy and currency of the indices and filing systems maintained by the public offices and registries where we have searched or enquired or have catised searches or enquiries to be made and upon the information and advice provided to us by appropriate 1 government, regulatory or other like officials with respect to thos~ matters referred to herein; The accuracy of the description of the Property subject to the Second Charge/Mortgage; The due execution, authorization and delivery, pursuant to and under strict capacity and authorization of the Security Documents referred to in this letter by all parties and that as of the date of this opinion no steps or actions have been taken to revoke, rescind or modify any such authorizations; That the Debtor has no legal defence against the Lender for, without limitation, absence of legal capacity, fraud, buy-out to the knowledge of any secured parties, misrepresentation, undue influence or duress;

63 52 I ~ : Kronis, Rotsztain, Margles, Cappel LLP Page:3 (f) (g) (h) (i) (j) (k) The Security Documents are only enforceable to the extent that monies have been advanced properly by the Lender and/or other obligations owed by the Debtor to the Lender have been incurred; That there is a legal, valid, enforceable and subsisting debt owing by the Debtor to the Lender; That the Debtor: (i) was constituted and existing under the laws pursuant to which it was constituted, at the time of authorization, execution, and delivery of the Second Charge/Mortgage (ii) had the corporate power and authority to execute, deliver and perform its obligations under the Second Charge/Mortgage, (iii) took all necessary corporate action to authorize the execution, delivery and the performance of its obligations under the Second Charge/Mortgage; That the Second Charge/Mortgage has not been amended, restated or replaced; There are no agreements, judgments, rulings, instruments, facts or understandings affecting or concerning the Second Charge/Mortgage and/or the principal obligations with respect to which the Second Charge/Mortgage was granted or statutory or regulatory prohibitions on the execution and delivery of the Second Charge/Mortgage, the interests granted thereunder and/or the principal obligations with respect to which the Second Charge/Mortgage was granted or the performance of the principal obligations with respect to which the Second Charge/Mortgage was granted which were not apparent from a review of the Second Charge/Mortgage and which would or might affect the validity or enforceability of the Second Charge/Mortgage; The Lender did not know and had no reason to believe at the time that the creation of the Second Charge/Mortgage that it was in contravention of any agreement by which any of the Debtor or its Property were bound, if there was such a contravention; (1) That the execution, delivery and performance of obligations under the Second Charge/Mortgage by the Debtor did not constitute a preference, conveyance, fraudulent conveyance, or transfer at undervalue under the Bankruptcy and Insolvency Act (Canada), the Fraudulent Conveyances Act (Ontario), the Assignment and Preferences Act (Ontario) or any other similar legislation; and (m) The Lender has not by course of conduct, implicit or explicit waiver, release, discharge, cancellation, forbearance or other means, oral or written, taken any action or steps which could, would or have altered, diminished, suspended or otherwise affected the terms, conditions of enforceability of the Second Charge/Mortgage or the indebtedness, liabilities and obligations secured thereby. Laws Addressed The opinions expressed in this letter are limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein. In particular, without limiting the generality of the foregoing, where we express an opinion based on the laws of Ontario, we express no opinion with respect to: (a) (b) the laws of any other jurisdiction to the extent such laws may govern any aspect of the Second Charge/Mortgage as a result of the application of the conflict of laws rules of Ontario; or whether, pursuant to the conflict of laws rules of Ontario, the laws of a particular province would govern the validity of the Second Charge/Mortgage.

64 53 Kronis, Rotsztain, Margles, Cappel LLP Qualifications The foregoing opinions are subject to the following exceptions and qualifications: I:, Page:4 64 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) The enforceability of the Second Charge/Mortgage is subject to bankruptcy, insolvency, preference, winding-up, reorganization, arrangement, moratorium and other laws affecting creditors' rights generally or by any laws affecting or limiting the right of creditors to enforce any remedies available; The enforceability of the Second Charge/Mortgage may be limited by general principles of law and equity relating to the conduct of the parties prior to execution of or in the administration of the Second Charge/Mortgage, including, without limitation (i) undue influence, unconscionability, duress, misrepresentation, and deceit, (ii) estoppel and waiver, (iii) laches, and (iv) reasonableness and good faith in the exercise of discretionary powers; The enforceability of the Second Charge/Mortgage may be affected or limited by any collateral agreements or arrangements relating to them and entered among the parties of which we may not be aware. No opinion is given with respect to the availability of any particular remedy, equitable or otherwise. A court of competent jurisdiction may exercise its discretion in granting equitable remedies; A creditor may be required to give (or to have given) a debtor a reasonable time to repay following a demand for payment prior to taking any action to enforce right of repayment or before exercising any of the rights and remedies expressed to be exercisable by the creditor; No opinion is expressed as to the rank or priority of the Second Charge/Mortgage or as to title; We express no opinion as to the enforceability of any provision of the Second Charge/Mortgage which requires the Debtor to pay, or to indemnify the Lender for the costs and expenses of the Lender in connection with judicial proceedings, since those provisions may derogate from a court's discretion to determine by whom and to what extent those costs should be paid; A court may not allow or uphold an attempt to exercise rights to accelerate performance of obligations or otherwise seek the enforcement of the Second Charge/Mortgage based upon the OCCurrence of a default deemed immaterial; I We express no opinion as to the enforceability of any provision of the Second Charg~ortgage: (i) (ii) (iii) Which purports to waive any or all defences which might be available to, or constitute a discharge of liability; Which states that modifications, amendments or waivers are not binding unless in writing; To the extent it purports to exculpate a secured party or any receiver, manager or receiver and manager from liability in respect of acts or omissions which may be illegal, fraudulent, involve willful misconduct or which may constitute an intentional tort,

65 54 Kronis, Rotsztain, Margles, Cappel LLP :! Page:5,. ~ 0..; including, without limitation, any provision which pwports to allow such persons to unlawfully enter upon and seize the Property; (iv) (v) (vi) (vii) Providing for the severance of illegal or unenforceable provisions from the remaining provisions of the Second Charge/Mortgage; Which respects a selection by the parties of the jurisdiction whose laws are to apply or where a dispute is to be resolved as such selection may not be considered binding on the court; Which respects the effectiveness of terms exculpating a party from a liability or duty otherwise owed by it to another party; Which states that a certificate or some other thing will be treated as conclusive, final or binding; (viii) Which provides for interest on overdue payments at a rate greater than the applicable payment not overdue as the provision for such greater rate may be construed as a penalty and not be enforceable; and (ix) Which provides for the payment of interests, fees and commissions at rates which in the aggregate are deemed to constitute a criminal rate of interest; (k) We express no opinion as to any licences, permits or approvals that may be required in connection with the enforcement of the Second Charge/Mortgage by the Lender or by a person on its behalf, whether such enforcement involves the operation of the business of the Debtor or a sale, transfer or disposition of the Property and assets; (1) The enforceability of the Second Charge/Mortgage is subject to the Mortgages Act (Ontario) and we express no opinion as to whether a court may find any provision of the Second Charge/Mortgage to be unenforceable as an attempt to vary or exclude any terms of that Act. Reliance This opinion may be relied on by the addressee hereof and its respective successors and assigns. Without our prior written consent, this opinion letter, together with the opinions expressed herein, may not be relied upon by any other party. We do not act for the Debtor or the Lender in this matter and did not act in the preparation of the Second Charge/Mortgagor or the registration effected in respect thereof.

66 55 I I: Kronis, Rotsztain, Margles, Cappel LLP Page:6 SCHEDULE A DETAIT..S OF INTERESTS, INSTRUMENTS AND REGISTRATIONS AFFECI'ING TITLE TO THE PROPERTY 1. Sub-section 44(1) ofthe Land Titles Act, except paragraph 11, paragraph 14 Provincial Succession Duties and Escheats or Forfeiture to the Crown. 2. The rights of any person who would, but for the Land Titles Act, be entitled to the land or any part of it through length of adverse possession prescription, mis-description or boundary settled by convention. 3. Any lease to which the sub-section 70(2) of the Registry Act applies. 4. Reservations, conditions and provisos, if any, in the grant from the Crown as amended by statute. 5. Any inchoate lien for realty taxes and utilities which have accrued, but are not yet due. 6. Compliance with applicable provincial or federal legislation establishing environmental standards for real property in Ontario, but not including work orders issued by the Ministry of Environment. 7. Any rights of expropriation, access or use, or any other similar right conferred or reserved by or in any statute of the Province of Ontario or Canada. 8. Any encroachments, descriptions, discrepancies, or any other defects which might be revealed by a building location survey of the property. 9. Any existing but unpreserved liens under the Construction Lien Act (Ontario).

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68 56 Roynat>c \PIT.\1. April Fuller landau LLP 151 Bloor Street West. 12th Floor Toronto. Ontario. MSS 1 S4 Attn: David Filice RE: Prepayment of Loan re: Brute Manufacturing Limited & J.P. Properties Inc. As per your request, the following are the amounts required to repay Roynat's loan in full, as at April 18, Loan #835t3 004 Princieal outstanding $ Non Revenue Interest Interest on Non Revenue Interest 81, Total: $1,239, DailyAccrual valid until : April25. ~016 $ Loan#835H-005 Principal outstanding $48) Non Revenue Interest Interest on Non Revenue Interest Total: $957, Daily Accrual valid until : April 25. ~016 $ Loan # Principal outstanding $0.00 Non Revenue Interest Interest on Non Revenue Interest 3, Total: $32, DaiiX Accrual valid until : Ap_ril $2.77 Loan # Principal outstanding so Non Revenue Interest 92~ Interest on Non Revenue Interest Total: $1,387, Daily Accrual valid until : April $ Loan # Principal outstandinq $0.00 Non Revenue Interest 53, Interest on Non Revenue Interest 21, Total: $80, Daily Accrual valid until : April Weber Tower. Suito Wcucr St. E.. Kitchcncr. Ontar~o N21 I OR3 T:!iH> G7 f>: ? W\'. \'l,ruynm e;u 11

69 57 Loan #8:S Principal outstanding $0.00 Non Revenue Interest 55., Interest on Non Revenue Interest Total: $75, Daily Accrual valid until : April GRAND TOTAL OUTSTANDING $3,773, The above-noted figures are valid until April 25, 2016 (if it ~.1oes past this date please contact our office for update payout figures). Please provide us with a certified cheque made payable to Roynat Inc. for the above amounts. plus any daily accrual Please note that a cheque must be received in our office by 4:00 p.m. on the day of payout, otherwise an additional accrual to the next business day will be added to the total amount requir~d for payout. We ask that you draw up the necessary discharge documents, which we will have executed once payment is received. The costs for discharges will be for the client's account. Yours truly, ~i~?.~ Client Services Officer 2

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71 Personal Property Lien: Enquiry Result Page 1 of6 58 ServiceOntario Main Menu New Enquiry Enquiry Result File Currency: 14APR 2016 a a I All Pages vi a a Show All Pages Note: All pages have been returned. Type of Search Search Conducted On File Currency File Number Bus1ness Debtor STAFFORD PROPERTIES INC 14APR 2016 File Number Family of Families Page of Expiry Date Status Pages AUG 2021 Caution Filing FORM 1C FINANCING STATEMENT I CLAIM FOR LIEN Page of Total Motor Vehicle Registration Number Registered Registration Pages Schedule Under Period P PPSA Individual Debtor Date of Birth First Given Name Initial Surname Business Debtor Business Debtor Name Ontario Corporation Number JP PROPERTIES INC Address City Province Postal Code 1230 BALMORAL ROAD CAMBRIDGE ON N1R 5Y2 Individual Debtor Date of Birth First Given Name Initial Surname Business Debtor Business Debtor Name Ontario Corporation Number Address City Province Postal Code Secured Party ROYNATINC Address 26TH FLOOR, 40 KING STREET WEST Secured Party I Lien Claimant City TORONTO ON Province Postal Code M5H 1H1 Collateral Classification Consumer Inventory Equipment Accounts Other Motor Vehicle Amount Date of No Fixed Goods Included Maturity Maturity Date or X X X X X Motor Vehicle Description Year Make Model V.I.N. General Collateral Description General Collateral Description personal property.gov.on.ca/ppsrweb/interimcontroller?page _index=2&resn... 15/04/2016

72 Personal Property Lien: Enquiry Result Page 2 of6 59 Registering Agent Registering Agent MCCARTHY TETRAULT LLP (FGJ) Address I City I Province I Postal Code QUEENS AVENUE!LONDON ION IN6A 5R8 CONTINUED Type of Search Business Debtor Search Conducted STAFFORD PROPERTIES INC On File Currency 14APR 2016 File Number Family of Families Page of Pages FORM 2C FINANCING CHANGE STATEMENT I CHANGE STATEMENT Caution Page of Total Pages Motor Vehicle Registration Number Registered Under Filing Schedule Attached Record File Number Page No Specific Change Required Renewal Correct Period Referenced Amended Page Years Amended X A AMNDMNT Reference Debtor/ First Given Name Initial I Surname Transferor I Business Debtor Name JP PROPERTIES INC Other Change Other Change Reason I Description TO REFLECT A CHANGE IN THE DEBTOR'S NAME Reason I Description Debtor/ Transferee Date of Birth First Given Name I Initial Surname STAFFORD PROPERTIES INC Business Debtor Name I Ontario Corporation Number Address l City Province Postal Code 161 BAY STREET, SUITE 4550!TORONTO ON M5J 2S1 Assignor Name Assignor Name Secured Party Secured party, lien claimant, assignee Address I City Province Postal Code I Collateral Consumer Inventory Equipment Accounts Other Motor Amount Date of Maturity No Fixed Classification Goods Vehicle or Maturity Included Date Motor Vehicle Year Make Model V.I.N. Description General Collateral Description General Collateral Description / _index=2&resn... 15/04/2016

73 . Personal Property Lien: Enquiry Result Page 3 of6 60 Registering Agent Registering Agent or Secured Party/ Lien Claimant CASSELS BROCK & BLACKWELL LLP {L SALVJ/ /0N) Address City SUITE 2100, 40 KING STREET WEST TORONTO END OF FAMILY Type of Search Business Debtor Search Conducted STAFFORD PROPERTIES INC. On File Currency 14APR 2016 File Number Family of Families Page of Expiry Date Status Pages JUL 2017 FORM 1C FINANCING STATEMENT I CLAIM FOR LIEN File Number Caution Page of Total Motor Vehicle Registration Number Registered Registration Filing Pages Schedule Under Period p PPSA Individual Debtor Date of Birth First Given Name I Initial Surname I Business Debtor Business Debtor Name Ontario Corporation Number JP PROPERTIES INC Address I City Province Postal Code 1230 BALMORAL ROAD!CAMBRIDGE ON N1R 5Y2 Individual Debtor Date of Birth First Given Name I Initial Surname I Business Debtor Business Debtor Name Ontario Corporation Number Address I City Province Postal Code I Secured Party Secured Party I Lien Claimant ROYNATINC. Address City Province Postal Code 40 KING STREET WEST, 26TH FLOOR I TORONTO ON M5H 1H1 Collateral Consumer Inventory Equipment Accounts Other Motor Vehicle Amount Date of No Fixed Classification Goods Included Maturity Maturity Date or X X X X X Motor Vehicle Year Make Model V.I.N. Description General Collateral Description General Collateral Description Registering Agent Registering Agent MCCARTHY TETRAULT LLP {FGJ) Address City Province Postal Code QUEENS AVENUE I LONDON ON N6A5R8 CONTINUED /www. personal property.gov.on.ca/ppsrweb/interimcontroller?page _index=2&resn... 15/04/2016

74 Personal Property Lien: Enquiry Result Page 4 of6 61 Type of Search Busmess Debtor Search Conducted STAFFORD PROPERTIES INC On File Currency 14APR 2016 File Number Family of Families Page of Pages Caution Filing FORM 2C FINANCING CHANGE STATEMENT I CHANGE STATEMENT Page of Total Pages 001 Motor Vehicle Schedule Attached Registration Number Registered Under Record Referenced File Number Page No Specific Amended Page Amended X A AMNDMNT Change Required Renewal Years Correct Period Reference Debtor/ Transferor JP PROPERTIES INC First Given Name Initial Surname Business Debtor Name Other Change Other Change Reason I Description Reason I Description TO REFLECT A CHANGE IN THE DEBTOR'S NAME Debtor/ Transferee Date of Birth First Given Name Initial Surname Business Debtor Name STAFFORD PROPERTIES INC Address 161 BAY STREET, SUITE 4550 TORONTO City Ontario Corporation Number Province Postal Code ON M5J 2S1 Assignor Name Assignor Name Secured Party Secured party, lien claimant, assignee Address City Province Postal Code Collateral Classification Consumer Inventory Equipment Accounts Other Motor Amount Date of Maturity No Fixed Goods Vehicle or Maturity Included Date Motor Vehicle Description Year Make Model V.I.N. General Collateral Description General Collateral Description Registering Agent Registering Agent or Secured Party/ Lien Claimant CASSELS BROCK & BLACKWELL LLP (L SALVI/ /0N) / _ index=2&resn... 15/04/2016

75 Personal Property Lien: Enquiry Result Page 5 of6 62 Address SUITE 2100, 40 KING STREET WEST TORONTO City END OF FAMILY Type of Search Business Debtor Search Conducted STAFFORD PROPERTIES INC On File Currency 14APR 2016 File Number Family of Families Page of Expiry Date Status Pages DEC 2019 FORM 1C FINANCING STATEMENT I CLAIM FOR LIEN File Number Caution Page of Total Motor Vehicle Registration Number Registered Registration Filing Pages Schedule Under Period p PPSA Individual Debtor Date of Birth First Given Name I Initial Surname I Business Debtor Business Debtor Name Ontario Corporation Number STAFFORD PROPERTIES INC Address I City Province Postal Code 1230 BALMORAL ROAD I CAMBRIDGE ON N1T 1A5 Individual Debtor Date of Birth First Given Name I Initial Surname I Business Debtor Business Debtor Name Ontario Corporation Number Address I City Province Postal Code I Secured Party Secured Party I Lien Claimant HER MAJESTY IN RIGHT OF ONTARIO REPRESENTED BY THE MINISTRY OF FINANCE Address I City Province Postal Code 6TH FLR-33 KING ST W IOSHAWA ON L 1H 8H5 Collateral Consumer Inventory Equipment Accounts Other Motor Vehicle Amount Date of No Fixed Classification Goods Included Maturity Maturity Date or X X X X DEC2019 Motor Vehicle Year Make Model V.J.N. Description General Collateral Description General Collateral Description Registering Agent Registering Agent MINISTRY OF FINANCE, AM & COLLECTIONS BRANCH ( ) T406m70 Address I City Province Postal Code 6TH FLR-33 KING ST W IOSHAWA ON L 1H 8H5 LAST PAGE Note: All pages have been returned. IICI IAIIPages vi a a BACK TO TOPca _ index=2&resn... 15/04/2016

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78 64 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) Court File No. CV CL BETWEEN: ROYNATINC. -and- Applicant STAFFORD PROPERTIES INC. Respondent FIRST REPORT OF THE FULLER LANDAU GROUP INC. IN ITS CAPACITY AS COURT APPOINTED RECEIVER OF STAFFORD PROPERTIES INC. AUGUST 6, 2014

79 65 TABLE OF CONTENTS PAGE I. INTRODUCTION... 1 II. BACKGROUND... 2 III. THE RECEIVER'S MANAGEMENT AND EFFORTS TO SELL THE PROPERTIES.. 6 IV. THE 2013 SALES PROCESS AND CONDITIONAL OFFER V. INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS VI. PROPOSED INTERIM DISTRIBUTION VII. RECEIVER'S REMAINING ACTIVITIES VIII. ORDER SOUGHT Appendices "A"- Receivership Order dated August ''B" Parcel Abstract for 55 Stafford Court "C"- Parcel Abstract for 1230 Balmoral Road "D"- Notice of Receiver Sec 245(1) dated September "E"- "F'- Independent Opinions of Kronis, Rotsztain, Margles, Cappel LLP Statements from Roynat Outlining Amounts Owing "G"- PPSA Inquiry Response Certificate dated August 6, 2014 "H"- Listing Agreement with CBRE Limited dated December 3, 2013 "I"- Redacted Agreement of Purchase and Sale with KPL Holdings Inc. "J" Committee of Adjustments Approval "K"- Redacted Interim Statement of Receipts and Disbursements of Stafford Properties Inc.

80 66 TABLE OF CONTENTS Continued Confidential Appendices "1"- Agreement of Purchase and Sale "2" - Appraisal "3"- Unredacted Interim Statement of Receipts and Disbursements of Stafford Properties Inc. ii

81 67 ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST Court File No. CV CL BETWEEN: ROYNATINC. -and- Applicant STAFFORD PROPERTIES INC. Respondent I. INTRODUCTION 1. The Fuller Landau Group Inc. was appointed as receiver (the "Receiver"), without security, of all of the assets, undertakings and properties of Stafford Properties Inc. ("Stafford") by order of Justice Newbould dated August 22, 2008 (the "Receivership Order"), pursuant to section 101 of the Courts of Justice Act, R.S.O 1990, c. C.43, as amended (the "CJA"), on application of Roynat Inc., a secured creditor of Stafford. A copy of the Receivership Order is attached as Appendix "A". 2. The purpose of this First Report to Court is to: a. Report on the Receiver's activities since the making of the Receivership Order; b. Report to the Court on the Receiver's efforts to manage, preserve and sell the assets of Stafford, including the 55 Stafford Property (defined herein), the sale of which is the subject of this motion; and c. Recommend to this Court that it make an Order: i. approving the agreement of purchase and sale (the "APS") between the Receiver and KPL Holdings Inc. ("KPL") for the sale of the 55 Stafford Property and fixtures thereon (collectively, the "Purchased Assets") and authorizing the Receiver to complete the transaction contemplated therein (the "Transaction"); 1

82 68 ii. vesting title to the Purchased Assets in the purchaser free and clear of encumbrances; 111. sealing Confidential Appendices 1 through 3 pending completion of the Transaction; iv. approving the Receiver's conduct, activities, decisions, and actions since the making of the Receivership Order as outlined in this report; and v. approving the proposed distribution of proceeds from the sale of the Purchased Assets. 3. In preparing and filing this Report, the Receiver has relied upon unaudited and draft, internal financial information obtained from Stafford's books and records and discussions with Stafford majority shareholder, Mr. John Mercer, third parties and other creditors, as well as public records (the "Information"). The Receiver has not audited, reviewed or otherwise attempted to verify the accuracy or completeness of the Information and expresses no opinion, or other form of assurance, in respect of the Information. 4. All references to dollars are in Canadian currency unless otherwise noted. II. BACKGROUND A. Stafford's Business and Assets 5. Stafford is an Ontario corporation that holds as its main assets, two adjacent pieces of real property located in Cambridge, Ontario: one located at 55 Stafford Court (the "55 Stafford Property") and one located at 1230 Balmoral Road (the "1230 Balmoral Property") - with the two Properties collectively referred to as the "Two Properties". A copy of the parcel abstract for each of the Two Properties is attached as Appendix "B" and Appendix "C", with file currency dates of August 5, 2014, respectively. 6. Stafford owns no other material assets. 7. Prior to the receivership, the Two Properties were used primarily for manufacturing purposes (as they collectively contained office and warehouse/industrial buildings and space) by a now defunct corporation named Brute Manufacturing Limited ("Brute") related to Stafford through common ownership. 2

83 69 8. Brute was in the business of manufacturing cabs for the locomotive industry. As is set out in greater detail below, Brute's main operating lenders were Roynat Inc. ("Roynat") and Bank of Montreal ("BMO"). Stafford guaranteed Brute's indebtedness to Roynat and BMO, respectively, and granted security interests in all of Stafford's assets, undertaking, and property to secure the respective guarantees. 9. The Receiver understands that Brute ceased operations on or about July 2008 after a failed attempt to restructure under the Companies' Creditors Arrangement Act and its assets were sold to a third party named Ontario Inc. (" "). 10. Clemmer Steelcraft Technologies Inc. ("Clemmer"), a party related to , currently leases the Two Properties. Clemmer is in good standing as tenant. 11. In addition, Roynat separately lent to Stafford the original sum of $2,750,000 in December 2006 and took back security in the form of a debenture. B. The Receivership 12. As noted, the Receiver was appointed on August 22, 2008, on Roynat's application. 13. BMO supported Roynat's receivership application. C. Activities of the Receiver 14. Since its appointment, the Receiver, as is set out in greater detail herein: a. Took possession of the Two Properties and maintained them and the leases with Clemmer as a tenant; b. Issued its notice under s.245 of the Bankruptcy and Insolvency Act, attached, along with the list of the parties upon whom it was served, hereto as Appendix "D" - the parties other than Roynat and BMO that were served with the notice, were served, not because they were known creditors of Stafford, but because the Receiver surmised that they may be creditors of Stafford based on the books and records of the company; c. Opened a Canadian trust bank account in the name of Stafford Properties Inc. with HSBC Bank Canada; 3

84 70 d. Worked to resolve repair and maintenance issues for the properties over the course of the receivership, including major roof and asphalt repairs/replacement; e. Worked to retain and subsequently renewing insurance on the properties; f. Listed the Two Property for sale on a number of occasions from 2008 to 2013; g. Collected monthly rents from Clemmer (and adjusting estimated additional rents to actual on an annual basis) and paid monthly mortgage payments to Roynat; h. Filed all outstanding tax returns, paid outstanding income tax amounts for the years ending September 30, 2007 to and including September 30, 2013, and continues to file and pay all corporate income taxes for Stafford; 1. Arranged for Phase I and Phase II environmental site assessments from XCG Consultants Ltd. ("XCG") and oversaw remediation work done on the Two Properties to remedy environmental contamination pre-dating the receivership; J. Consulted with Roynat and CBRE, in respect of offers to purchase the Two Properties, engaged in further negotiations in respect of the sale thereof, reviewed the purchase and sale agreements, and provided for access to the Two Properties by prospective purchasers for the purposes of their due diligence; and k. Performed all other matters with respect to the Receiver's appointment. D. The Known Creditors of Stafford 15. At the commencement of the receivership, the Receiver was aware of only Roynat and BMO as being creditors of Stafford. D. I Stafford's Indebtedness to Roynat 4

85 Stafford is indebted to Roynat pursuant to: a. A loan in the amount of $2,725,000, pursuant to a secured note dated December 14, 2006 (the "Stafford Loan"). The note is supported by a $2,725,000 debenture dated December 14,2006 in favour ofroynat; and b. A guarantee by Stafford dated December 14, 2006 guaranteeing all of the loans made to Brute by Roynat (the "Brute Guarantee"). As security for Stafford's obligations under the Brute Guarantee, Stafford delivered a $6,865,000 debenture dated December 14, In addition, Stafford provided Roynat with an assignment of leases dated December 14, From a review of the parcel register (attached as Appendix B), Roynat appears to have both a first and second priority charge over the 55 Stafford Property for what is owed to it. 19. The Receiver has received independent legal opinions from Kronis, Rotsztain, Margles, Cappel LLP that the Roynat security relating to the Stafford Loan and Brute Guarantee are valid and enforceable. Attached as Appendix "E-1" and "E-2" are copies of the opinions. 20. The Receiver has been advised by Roynat that the current amounts owing to Roynat are $562, under the Stafford Loan and $5,209, under the Brute Guarantee as at July 17, Attached as Appendix "F-1" and ''F-2" are copies of the statements received from Roynat, respectively. D.2 Stafford's Indebtedness to BMO 21. Stafford is indebted to BMO pursuant to a guarantee dated August 16, 2005 which guaranteed Brute's indebtedness to BMO in the amount of $4,250,000. This guarantee was secured by a demand mortgage over the Two Properties. The mortgage is registered after the two Roynat charges. 22. The Receiver has not yet reviewed the BMO indebtedness or sought an opinion as to the validity and enforceability of the BMO security as no distribution to BMO is proposed. 5

86 72 D.3 Other Creditors 23. There are no other secured or unsecured creditor of Stafford that the Receiver is aware. Since the commencement of the receivership, the Receiver has been paying creditors providing goods or services to the Receiver or the Two Properties in the ordinary course of business. 24. Attached for information purposes only as Appendix "G", is a copy of a Personal Property Security Registration System Enquiry Response Certificate for Stafford with a file currency of August 4, The Receiver is not aware of any unregistered mortgages or any other unregistered encumbrances or claims against the Two Properties, or either of them. 26. The Receiver has continued to pay all outstanding property taxes and corporate taxes. Clemmer pays all of the utilities on the Two Properties, which the Receiver understands are current. III. THE RECEIVER'S MANAGEMENT AND EFFORTS TO SELL THE PROPERTIES A. The Receiver's Initial Steps To Sell the Properties 27. Upon taking possession of the Two Properties, the Receiver reached out to Clemmer who, as noted above, was the tenant on the Two Properties, to advise Clemmer of the receivership and to provide Clemmer assurances that the receivership would not interfere with its occupancy. 28. In early September 2008, the principal of Clemmer indicated to the Receiver and to Roynat that Clemmer would be interested in purchasing the Two Properties. After an initial meeting where a purchase price was discussed, it was agreed that the Receiver and Roynat would consider the offer and that the principal of Clemmer would, in the interim, speak to the board of directors of his company to obtain approval for an offer. 29. Within a week of the initial meeting with Clemmer, the Receiver was notified that the board of directors of Clemmer were not interested in purchasing the Two Properties due to the uncertainty in the economy with the worldwide credit crisis that had begun in September The principal of Clemmer indicated that Clemmer would concentrate on integrating the purchase of the Brute assets into its existing business instead. 6

87 The Receiver then moved to list the Two Properties for sale at $6,825,000 using CBRE Limited ("CBRE") as its listing agent in October the listing price was based on appraisals that had been done for Roynat in June While the Two Properties were listed for sale, the Receiver commissioned Phase I environmental site assessments ("ESAs") by XCG because it was determined that a potential purchaser would require ESAs as part of any due diligence process. 31. During the initial listing period from October 2008 to February 2009, a period which unfortunately co-insided with the serious financial and banking crisis that affected North America, only one conditional offer was received. The conditions were never waived and the potential purchaser did not want to proceed with the transaction - the potential purchaser advised the Receiver that it could not satisfy itself on what the cost would be for environmental clean-up. B. The Phase I ESAs 32. The Phase I ESAs were completed in November 2008 and reports provided to the Receiver in February XCG identified the following during the Phase I ESAs: 1230 Balmoral Road a. Several waste oil steel drums were being stored on the west exterior side of Building 1; b. Staining was observed beneath several decommissioned pieces of manufacturing equipment located on the west exterior of Building 1; c. Staining was observed beneath the waste bin located on the gravel surface on the east side of Building 2; and d. Several empty and full waste oil steel drums were observed located on the pavement on the northwest corner of Building 1; 55 Stafford Court a. Several steel drums were located on the border of the immediately west adjacent property (i.e Balmoral Road) 7

88 Based on the above, XCG's opinion was that there was a potential for environmental liabilities relating to the long-term operation of the custom steel manufacturing on the Two Properties. XCG recommended that shallow surface soil be tested along the northern and southern property boundaries of 1230 Balmoral Road. As well, XCG recommended that 12 boreholes be drilled, seven installed as monitoring wells to a maximum depth of 20 metres below ground surface to investigate the groundwater quality and establish/confirm the flow direction. The other five boreholes would be advanced to 6 metres to sample the geology, hydrogeology and possible evidence of impacts. 35. The reports also recommended that Phase IT reviews be conducted based upon the past use of the Two Properties. 36. The Receiver provided a copy of the Phase I ESAs reports to Clemmer and asked Clemmer to remove the decommissioned equipment and oil storage drums on the property. Clemmer complied with the Receiver's request. C. The Second Attempt to sell the Properties 37. Because the first attempt to sell the Two Properties generated little interest and only one conditional offer, it was decided by the Receiver, that an immediate engagement of XCG to perform Phase II ESAs would not occur until such time that a more concrete offer for the sale of the Two Properties was received. In the interim, the Receiver ensured that Clemmer was operating its business in a clean and environmentally safe manner. 38. After the expiry of the first listing agreement, the Two Properties were re-listed in March of 2009 and continued to be listed through various extensions until October The new listing price was set at $6,450,000 to take into account the impact of the environmental contamination on pricing and interest, and the impact of the general economic downturn for manufacturing flowing from the financial crisis and the decline of manufacturing in Ontario generally. 39. In early 2010, the Receiver received an acceptable conditional offer on the Two Properties. This offer was conditional upon Phase II ESAs being conducted. For this reason, the Receiver proceeded to retain XCG again as outlined below to perform Phase II ESAs as it was clear to the Receiver that more remedial investigations and work was 8

89 75 required to make the properties salable. Due to the nature of the ESAs done and results obtained, the conditional offer was extended several times until September 2010, at which point a mutual release was granted as the conditions could not be waived. The purchaser was not comfortable moving forward based on the results of the Phase II ESAs and the supplementary reports prepared by XCG. D. Phase II ESAs and Remediation Work 40. The Receiver engaged XCG in February 2010 to proceed with its recommended work plan outlined in the Phase I ESAs reports from February There were various stages of Phase II ESAs done in March, May and July 2010, which found that there was soil and groundwater contamination with volatile organic compounds ("VOCs"). The VOCs found in the soil and groundwater were determined to be common chlorinated solvents often associated with metal cleaning and industrial maintenance activities. 42. Specifically, as XCG performed the Phase II ESAs, it was discovered that at 1 monitoring well at the centre of the Two Properties, traces of 1, 1-dichloroethylene was observed, which exceeded the Ministry of the Environment ("MOE") Table 2 Standard. As well, 3 of the 30 soil samples that were analyzed for metals, PHCs and VOCs, showed levels of PHCs concentrations that exceeded the applicable MOE Table 2 Standards. 43. Further supplementary work was completed to further quantify the groundwater impacts. In May 2010, and July 2010, XCG provided the Receiver with further supplementary ESAs which indicated that although the source had not been identified and the plume of contaminants had not yet been fully delineated, there was a good understanding of the VOC impacts issues on-site. In addition, the concentrations that were reported were above the applicable MOE Standards, but were not high in relation to many other sites with the same issues. 44. XCG proposed a remediation action plan (a "RAP") in October 2010 that would take approximately 3.5 years to fully remediate the Two Properties. The Receiver with input and acceptance from Roynat executed the RAP with XCG, which estimated a cost of approximately $326,000. The RAP consisted of soil removal and injection of sodium 9

90 76 permanganate into the groundwater as an oxidant added to the subsurface groundwater to breakdown the chlorinated VOCs, and to do further sampling after injections. E. Additional Work and Property Maintenance Undertaken by the Receiver 45. As noted, the Receiver listed the Two Properties for sale several times. However the Receiver was never able to obtain an unconditional offer, due largely to the various environmental issues on the Two Properties. Moreover, the general decline in manufacturing in the region after the financial crisis of 2008 meant that manufacturing facilities were not in demand. 46. As a result, the Receiver focused on property management activities for the Two Properties while proceeding with the RAP with the expectation that the Two Properties would be placed back on the market once the results of the RAP were better known and the likelihood of completing a sale were of a higher probability. 47. The Receiver maintained the Two Properties by fully replacing the entire roof on the 55 Stafford Property in the Fall of 2009 and replaced a significant portion of the roof on the 1230 Balmoral Property in October The Receiver also commissioned asphalt repairs in 2011 and In addition, the Receiver continued to list the two properties from January 2011 to September 2011 in hopes that a buyer could be found as by then the costs of repair and maintenance were affecting rent realizations. However, the listing at this point was done on an "Open Listing" basis with no indicated listing sale price. The Receiver wanted to attract as much interest as possible and was hoping that by not having a sale price indicated, there may have been more interest. Two conditional offers were received but neither went firm and both were ultimately withdrawn. IV. THE 2013 SALES PROCESS AND CONDITIONAL OFFER A. Listing of the 55 Stafford Property 49. After many years of remediation work done on the Two Properties, the RAP showed positive results for the remediation work done at both 55 Stafford Court and 1230 Balmoral Road. The remediation at the 1230 Balmoral Property, though, was not advancing as quickly as that at the 55 Stafford Property, due to the source of 10

91 77 contamination identified by XCG being below the 1230 Balmoral Property and thus there being higher concentrations of VOCs under that property and as a result requiring greater time and effort to complete the remediation process there. 50. Thus the Receiver decided in 2013 to only list for sale the 55 Stafford Property, as the bulk of the remediation work for that property had been completed. 51. The Receiver entered into an agreement with CBRE dated December 3, 2013 pursuant to which the Receiver retained CBRE to list and market the 55 Stafford Property for sale. The property was listed for $2,900,000. A copy of the listing agreement is attached as Appendix "H". 52. The 55 Stafford Property was marketed for sale by CBRE, during the period December 3, 2013 to May 27, CBRE, in addition to listing the property on MLS, conducted a direct mailing of its contact base and held an open house for realtors as part of its efforts to sell the 55 Stafford Property. The Receiver received only one offer, an offer from KPL. 53. Following extensive negotiations between the Receiver and KPL concerning the purchase price and other terms, the parties entered into the APS. Upon the execution of the APS, KPL paid a deposit in the amount of $75, The APS was conditional upon, inter alia, KPL completing its due diligence with respect to the physical, legal and environmental condition of the 55 Stafford Property until June 30, On June 30, 2014, KPL waived its due diligence condition. 56. The APS is still conditional upon the Receiver obtaining an order of this Court approving the APS and vesting title to the Premises in the purchaser, free and clear of any encumbrances (the "Approval and Vesting Order"). 57. The APS is also conditional upon the Receiver obtaining consent to sever the two properties within 90 days of acceptance of the APS. The Receiver has already received a conditional approval from the City of Cambridge for the severance (see further details below). 11

92 A copy of the APS with the purchase price redacted is attached as Appendix "1". The Receiver recommends that the purchase price be sealed until the closing of the transaction contemplated by the APS in the event the transaction does not close. No party will be prejudiced if the purchase price is sealed until the closing of the transaction. An unredacted copy of the amended APSis submitted as Confidential Appendix "1". 59. The closing date for the sale transaction is set at 7 days following the Approval and Vesting Order being granted, assuming all other conditions for the severance of the Two Properties have been satisfied. The lease with Clemmer will be terminated on agreement with Clemmer prior to closing and vacant possession of the 55 Stafford Property will be delivered to KPL. 60. The Receiver recommends approval of the APS for the following reasons; a. the 55 Stafford Property was marketed for sale for a period of approximately six months by a realtor that specializes in the sale of industrial buildings; b. the Receiver is satisfied that the 55 Stafford Property was sufficiently exposed to the market and based on the marketing process to date does not expect to receive any further bids; c. the APS represents the highest, best and only offer received for the 55 Stafford Property; d. the purchase price is reasonable given the appraised value of the 55 Stafford Property. Appraisals were done on the assumption that the 55 Stafford Property had neither environmental issues nor any required repairs to the building structure. However, it is known that there has been extensive environmental remediation done and continued monitoring to still be done at the expense of the Receiver. A copy of the appraisal commissioned by the Receiver and Roynat (the primary secured creditor) and allowed to be relied upon by the Receiver from Waterloo Regional Appraisals Ltd. dated June 10, 2013 is submitted as Confidential Appendix "2"; and 12

93 79 e. the APS has the support of Roynat, who is a secured creditor of Stafford and holds a first ranking security interest in the personal property of Stafford and a first and second ranking charge on the 55 Stafford Property. B. The Severance of the Two Properties 61. Given the fact that the Two Properties were adjacent and under common ownership, it was determined that while the Two Properties had been acquired as separate parcels of land, they had merged and in order to sell the Two Properties separately, a severance had to be obtained. 62. Thus, in order to be able to convey title to the 55 Stafford Property, the Receiver commenced an application with the Committee of Adjustments for the City of Cambridge asking for a consent to sever the two part lots known as 55 Stafford Court and 1230 Balmoral Road. The application was filed on June 4, On July 2, 2014, the Committee of Adjustments for the City of Cambridge met and heard the application filed by the Receiver. Conditional approval of the application was granted on July 2, 2014, with the Decision issued on July 11, A copy of the Conditional Approval from the Committee of Adjustments for the City of Cambridge is attached as Appendix "J". 64. Subsequent to the issuance of the conditional approval, the City of Cambridge advised the Receiver through its agent that the City had waived 2 of the 5 conditions as the City was satisfied with the documents on file. The City has advised the Receiver that it is still looking into the issue of whether easements need to be approved and registered, which was another of the conditions set upon approval of the severance. It appears that drainage crosses from 1230 Balmoral Road to 55 Stafford Court, and this may require an easement to be registered. The Receiver is waiting to hear back from City staff on this issue and if required, the Receiver will comply with this issue and the other conditions to ensure that the two part lots can be severed and title can be conveyed on closing to KPL. C. Remaining Environmental Clean-Up 65. Final injections were done on the 55 Stafford Property in February 2014 and sampling was done on June 10, 2014, which indicated that all analytical results were below the 13

94 80 MOE Table 2 Standards. It appears that the remediation of groundwater at the 55 Stafford Property is now complete and now the quarterly monitoring can proceed and assuming that the results continue to be below the MOE Table 2 Standards, a report of completion can be prepared and presented from XCG in nine months. This report will be given by the Receiver to the purchaser of the 55 Stafford Property, when received. 66. With respect to the current status of the 1230 Balmoral Property RAP, the Receiver upon discussions with XCG and input from Roynat, has decided not to continue with any further injections into the boreholes, but rather seek to obtain a Record of Site Condition ("RSC") with the assistance of Site Specific Standards derived through the MOE approved Risk Assessment ("RA") process. Although the remediation process on the 1230 Balmoral Property is progressing, it is likely that the completion of the remediation process to meet the RSC requirement will be costly and time consuming. Including the RA process into the overall strategy at this point will not require the contamination levels to reach below the MOE Table 2 Standards, but rather reach a level that will not cause the MOE any concerns for wider area contaminations. 67. XCG is currently updating all the documentation for a submission of the RA and is hopeful that within the next 6-10 months the Receiver should be able to file a RSC with the MOE. V. INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS 68. Attached as Appendix "K" is a redacted copy of the Receiver's Interim Statement of Receipts and Disbursements in respect of Stafford (the "Statement") including future receipts and disbursements arising from closing the APS. An unredacted copy of the Statement is submitted as Confidential Appendix "3". 69. The Statement shows an excess of receipts over disbursements but providing for a net amount substantially less than the amount still owing to the first secured creditor, Roynat. VI. PROPOSED INTERIM DISTRIBUTION 70. As described above, Roynat holds first ranking security in the 55 Stafford Property. 71. As at the date of this Report, the Receiver has been advised by Roynat that Stafford is indebted to Roynat in an amount of$5,771, as at July 17,

95 There will not be sufficient funds to fully repay the indebtedness owed by Stafford to Roynat from the sale of the 55 Stafford Property. Therefore, the Receiver requests the permission of this Court to distribute the available funds on hand to pay the expenses of the sale and the balance to Roynat along with other funds currently in the possession of the Receiver, save for a reserve for the Receiver. 73. The Receiver also proposes paying future rents collected from the 1230 Balmoral Property to Roynat, less reasonable reserves for the Receiver. VII. RECEIVER'S REMAINING ACTIVITIES 74. The Receiver's remaining activities to complete the administration of the Stafford receivership principally consist of: a. Complying with the conditions for the Severance Approval of the 55 Stafford Property; b. Completing the Transaction, if approved; c. Distributing the remaining funds to Roynat, subject to the future disbursements as set out in the Statement; d. Continuing the environmental monitoring of the 55 Stafford Property for another 9 months; e. Continuing to file annual corporate tax returns for Stafford; f. Completing the risk assessment and the process to obtain an RSC for the 1230 Balmoral Property; g. Marketing and selling 1230 Balmoral Road and managing the property in the interim; h. Seeking Court approval for a future sale of the 1230 Balmoral Property; and 1. Completing any other administrative matters necessary to the Receiver's discharge as Receiver of Stafford. 15

96 82 I.,,-, 0 L,1.0 ORDER SOUGHT 75. The Receiver respectfully requests an order of this Court: a. approving the Receiver's conduct, activities, decisions, and activities to date as set out in this Report; b. approving the APS, authorizing the Receiver to complete the Transaction contemplated therein and vesting title to the 55 Stafford Property in the Purchaser free and clear of encumbrances upon completion of the Transaction; c. approving the proposed distribution of sale proceeds from the sale of the Purchased Assets as set out herein; and d. sealing the Confidential Appendices pending the completion of the Transaction. All of which is respectfully submitted this 6th day of August, The Fuller Landau Group Inc. in its capacity as Court-appointed Receiver of Stafford Properties Inc. Per: 4/~ David Filice Senior Vice President 16

97 TAB H

98 DATA FORM Emn & Ornlulofll Elapled BOARD PHOTO REQUIRED 01 DYES 02 0 NO SHADED BLOCKS ARE MM~DATORY INFORMATION WZJ Prices & g-impeaial Seller(s) The Fuller Landau Grou2 Inc. in its ca2aci~ as Court a22ointed Receiver of Stafford Pro2crties Sizes Are METRIC DO MM yy Effective Expky DO MM YY 11m Deposit With UstDate 27 l 02 tis Date 27 l 08 Possession Immediate Offer (If Appllc.) $ Price If Prlcelf D SO.FT.JM' CommiHian Payable To Far Sale $ Far Lease D MONTH Co-operating Brokerage 2.25% MUNICIPAL ADDRESS (LOCATION OF PROPERTY) Unit/ Lot Street Street I Road/ Street Rd Street Number Number 1230 Conces. Name Balmoral 1\'Jla -- Dlractlon_ City/ C Town b 'd am n ge ' ~ Nearest Cross Straet or Town I Dlractlons Pinebush Road Twp.l W 1 R Munlc. ater oo eglon ~':'NIT las Area.!L_ Sub-Area 1i. CANADA POST (MAILING) ADDRESS - MANDATORY IF DIFFERENT FROM MUNICIPAL ADDRESS Rural Route P.O. Box Served By P.O. Number Number In City I Town ~ Legal Description See additional info for realtors.lm) Lot Size 1!9jJ Survey I Bldg. 01!;! YES If Yes, (Min. 2 Dim.) EB 380 feet {3.68 acres} Location Plan 02 D NO Year of Plan!nil Assessment r~, RoiiNumber I 3 I 0 I I s I o I 9 I 9 I o I 6 1 miil =~ $3,022,250 :: ~=~=rty $ Tax Tax ~ Loc.lmpr. Explly Year Year 2014 Code(s) ITN Taxes of L.I.Taxes LIBrl 219 Name CBRE LIMITED Phone (519} Fax {519} USpl kws61s Nama CHAD RITZER Phone Pager LISp I kw5428 Name Dietmar Sommerfeld Phone Pager LIBr I Nama Phone Fax LISp I Nama Phone Pager LISp# Nama Phone Pager E MAIL ADDRESS (Nan-Member Only To l'l'ovtde Conllnnatlon of lllted:loard UsUng) WW CONTACT FOR APPOINTMENT tiid HOW OCCUPIED l!ii) SELLER HAS SIGNED PROPERTY lim) SELLER AND UBR HAVE 02~CAU.UA 01 DSELLER 01 DSEu.ER INFORMATION STA~MENT SP~IAL AGREEMENT 07 UA o.4dlandloro 01 DYES 02 NO 01 YES 02DNO 02ijTENANT 08 LIBRADMIN 05DTENANT 03 VACANT lmj SPI5-WATER SUPPLY, WASTE lihj LIBR HAS EXCLUSIVE AUTHORITY 06BLOCKBOX 99DOTHER DISPOSAL, ACCES~SHOREUNE FO~LL ADVERTIS1NG DECISIONS 03 KEVATUBR 01 DYES 02 NO 01 YES 02DNO ~ TAXES APPLICABLE Iii!) SPI5-CONDOMINIU~ l!i!j UBR HAS EXCLUSIVE AUTHORITY lni] APPOINTMENT PHONE NUMBER Ol gves 01 DYES 02 NO TO tfi:ice ALL SIGNS 02 NO ~ SELLER CONSENTS TO BEING 01 YES 02DNO DCAU.UA CONTACTED AFTE~PIRY {ffi] SP~L CONDITIONS APPLY TO OFFER 01 DYES 02 NO 01 YES 02DNO ~EXCLUSIONS: ~INCLUSIONS: (m1 PROPERTY DESCRIPTION (MAX. 510 CHARACTERS- FOR PUBLICATION ON BOARD MLse I CERTAIN REPORTS I INTERNET) Nice and clean industriavwarehouse building located in the L.G. Lovell Industrial Park. Easy access to HWY 401. The property consists of two buildings (61,434 SF) & (16,100 SF). The larger building has a high bay with a ceiling height of27 ft with (2) 10 ton cranes. There are 4large drive in doors. Good power at 550/600V and 600 amps. 83 (P.llJ ADDITIONAL INFORMATION FOR REALTORS (MAX. 510 CHARACTERS- NOT FOR PUBLICATION ON INTERNET) PT LTS II & 12 RCP 1384 CAMBRIDGE PTS 2 & 3 67R454 & PT I 67Rl304; SIT RIGHT IN WSS731Sl & ; SIT INTEREST IN WSS73151; SIT EASEMENT OVER PTS. 4, 7, 9, 10, II ON 58R IN FAVOUR OF PT. 4 ON 67R-1351, AS IN WR844526; Custom clause required by receiver in all offers. Please request from the listing agent. MORTGAGE INFORMATION Principal AmouniOI Payment Interest Expiry AmoUnt Pavment Period Rate Of Term Mortgagee lmj MORTGAGE VERIFIED 01 DYES 020NO Rrsl 1m] BUYER TO QUALIFY Olher 01 DYES 02 O NO COPYRIGHTO Z01D BY THE KrTCHENER WATERLOD ASSOCIATION OF REALTORS. ALL RIGHTS RESERVED. NO PART OF THIS WORK MAY BE USED OR COPIED OR REPRODUCED IN ANY FORM OR ElY ANY MEANS WITHOUT PRIOR WRmEN PERMISSION. WEBF Sep/2011

99 84 STAEET ADDRESS============ SHADED BLOCKS ARE MANDATORY INFORMATION SALE AND LEASE SALE AND LEASE 1m] :~~~tr::.~&~~~ ~ PROPERTY SIZE (MIIlC D RESIDENTIAL LISTING 01 0 UNDER.5 ACRE D2 D MULTI FAMILY USllNG 02 D.5 TO 1 ACRE 03 D FARM USTING 03 g;d +1 TO 3 ACRES 04 D LAND USTING TO 25 ACRES, 05 OVER 25 ACRES ~~ZONING M-[ : = ] I I:E~::: 50z:::cSC: IZC:: E~3c.6~8-=====-AC R ES 'Wij1 BYLAW ~ CONSTRUCTION = 01 Dg:WOOD FRAME 02 AND BUILDINGS 06 BUSINESS WITH PROPERTY 08 BUSINESS IN LEASED PREMISES 10 BUSINESSONLY 04 UNITS OF MULTI-TENANT 05 OWNER WILL BUILD TO SUIT 011 CONDOMINIUM UNIT 99 OTHER (SPECIFY IN ADO'L INFO.) LEASE DETAILS (11 Bualnesaln t.nud Pr~n~IHa) LEASE RATE: $ 0 SO.FT.IM* DMONTH D NEGOTIABLE LEASE TERMS ~=-:::::-:=--:~:-=- RENEWAL OPTION 0 YES 0 NO EXPIRY MM DD yy DATE BUILDING SIZE I AVAILABLE SPACE BREAKDOWN MUST ADD TO TOTAL ~TOTAL 77,534 SQ I!U)HI-TECH ASS'Y lm)warehouse ~INSTlTliTIONAl ~RETAIL ~OFFICE.lmJOTHER 77,534 SQ,FT.IM' SO.FT.IM' SQFT.IM1 SQ.FT.IM' SO.FT.IM' SO.FT.IM1 SQ.FT.IM' II!) CURRENT BUILDING USE 10 F.fiNOUSmiAL/ MANUFACTURING 11 ~1-TECHASSEMBLY 12 WAREHOUSE 13 INSTITUTIONAL 07 0 RESTAURANT 05 ggetal 14 OFFICE -1 OR 2 STOREYS 15 OFFICE -3 OR MORE STOREYS 89 D O'TliER(SPECIFY INAOD'LINFO.J IE!J AGE OF BUILDING (Maximum NEW I NEVER OCCUPIED 02 D OTOSYEARS 03 0 II TO 10 YEARS ' TO 20 YEARS I TO 30 YEARS TO 40 YEARS TO lid YEARS.011 D OVER 60 YEARS 1m] YEAR BUILT...:l~9..:..79~-- (YID ENVIRONMENTAL REPORT 01 'i/yes 02 D NO 02 STEEL FRAME 03 MASONRY OTHER (SPECIFY IN ADDl.INFO.) ~EXTERIOR 01 0 BRICK 07 D CONCRETE BLOCK 12 ~RECASTCONCRETE 10 ALUMINUM I STEEL SIDING 06 ~TUCCO I OUTSULATION 14 GlASS 15 HARDBOARD 99 D OTHER (SPECIFY IN AOD'L INFO.) IB!) WATER SUPPLY 01 F./MUNICIPAL 03 LiweLL 98 0 NONE OTHER (SPECIFY IN ADD'L INFO.) [!!) TYPE OF WELL 01 0 DUG 02 0 DRILLED 03 D SANDPOINT.. I ~SEWER TYPE 01 a'municipal 02 [j SEPTIC 07 D HOLDINGTANK-CAPACITY-- 89 D OTHER (SPECIFY IN ADO\. INFO.) l!iru HEAT SOURCE 01 ~LECTRIC 02 NATURAL GAS 03 PROPANE GAS 04 DOlL 98 0 NONE 9t 0 O'TliER (SPECFYIN ADO'L INFO.} ~ HEATING SYSTEM 01 0 BASEBOARD 011 ~LEA 04 RADIANT IINFRA RED 08 ~EATPUMP 02 FORCEOAIR 10 ~VERHEAD UNrT t1 HVACUNIT 98 NONE 99 D O'TliER (SPECFY IN ADO'LINFO.) GENERAL ~ I OF TENANTS ~ I OF STOREYS ~ LARGEST FLOOR PLATE (SQ.FT.IM') [fig) FLOOR I [!fi) WASHROOMS ample IHIL ON-SITE PARKING 01!i(YES 02 0 NO 03lifFREE 04 0 PAID ~ I OF FREE SPACES ample ~ I OF PAID SPACES none SALE AND LEASE ~ FEATURES AND AMENmES (Maximum 24) 01 D~IR CONDITIONED - FULLY 02 lil AIR CONDITIONED - PARTlAU Y 17 0 CEILING FANS 03 iij' NATURAL LIGHT - WINDOWS 04 0 NATURAL LIGHT- SKYLIGHTS 05 0 WJNDOW COVERINGS 08 0 THERMOPANE GLASS 08 0 SUSPENDED CEIUNGS 07 0 OFFICE TO SUIT BY OWNER 35 iij' FINISHED OFFICE SPACE 36 D BUILDING DIVISIBLE 36 D INVESTMENT PROPERTY 011 D STOREFRONT 10 D HANDICAP PROVISIONS 11 iij'security SYSTEMS 12 D.flRE ALARM SYSTEM 341iJSPRINKLERS 13 D ELEVATOR - PASSENGER 14 0 ELEVATOR-FREIGHT 15 D BASEMENT 16 ~WNCHROOM 18 ri[air UNES 18 ~CRANES 20 0 DOCK LEVELLERS 21 OJ.OADING DOCK SEALS 22 lij FLOOR DRAINS 23 0 OIL /GREASE INTERCEPTORS 24 iij' OUTSIDE STORAGE 37 0 COVERED PARKING 25 OJ'ENCED YARD 21! lijpavedvard 27 0 YARD DRAINAGE 21! 0,RA1L SIDING OR SPUR LINE 29(i1SJGNSAI..LOWED 30 0 FACIA SIGN PROVIDED 31 0 PYLON SJGN PROVIDED 32 0 DIRECTORY SIGN PROVIDED 33 0 UVING ACCOMMODATION 99 0 OTHER (SPECIFY IN ADO'L INFO.). LEA SE ONLY 1m] BASE LEASE SHOWN IS 01 0 GROSS 02 0 NET 88 DOTHER (SPECFV INA001.1NFO.) ESTIMATED CAM AND TAXES ~10~ F 'IIASEI.EASC" IS NET OR OtHER :(llg) EST. CAM +TAX AMOUNT S SO.FT.IM' (I!!J CAM+ TAX INCLUDES UTIUTJES 01 DYES D2DNO SPACE DIVISIBLE (LEASE FIATES W.Y YAFIY) IBm APPROX. SO.FT.IM' IH!J APPROX, SQ.FT..t.l' ~ APPROX. SO.FT.IM' (ig) APPROX.. ~ SUBLEASE EXPIRY DATE MM DO YY SO.FT.M' I 1 I COMMERCIAL FORM~ 1D INDUSTRIAL I.IMHJI\TORY 1r ElUILOIIIG USE ' IS llldustrii\l/i.imlufactur IIG, Ill TECH ASSEt.HlLV OR \'IAREHOUSF. li!!j CLEAR CEJUNG HEIGHT 27'andl7' I1!IJ TYPICAL BAY SIZE 27.5 t..;;...;.. 39' (!QiJ POWER MAXIMUM (Maxlmum 1) /120VOLTS 02 Q}oa /220 VOLTS 03 [i1550 /600 VOLTS WID AMPS MAX....;;;6..;;;.00.;;;.. _ LOADING- DOCK NUMBER SaE IID.J!ill].- (ill] [ill) -- LOADING - DRIVE IN NUMBER SIZE.!mJ_2 l!iilll ll (ill]_} l!i!j.!..l 1C ~ I!ID LOADING AREA SHARED YES 02!i'NO BUSINESS /INVESTMENT ~ INFO. FOR YEAR ENDING DO MM YY (mj FINANCIAL INFORMATION IS 01 0 ACTUAL D21J PROJeCTED 030AUDITEO FINANCIAL INFORMATION (gnj GROSS INCOME $. [!!!I COST OF GOODS S ID ) OPERATING EXP. s l!i!l NET INCOME $. fh2l FRANCHISE 01 D YES 02 Cl NO ~ STOCK INCLUDED 01 0 YES 02 0 NO [mj FIXTURES I EQUIP. INCLUDED 01 0 YES 02 0 NO lmj RENTED EQUIPMENT 01 DYES 02 ONO Name of Seller (print) Dale Name of Seller (prln1) Signature of Seller Date COPYRIGHTOZ010 IIY THE KITCH!NER WATERLOO REAt. ESTATE BOARD, INC. ALL RIGHTS RESERVED. NO PART OF THIS WORK MAY BE USED OR COPIED OR REPRODUCED IN ANY FORM DR BY ANY MEANS WITHOUT PRIOR WRITTEN PERMISSION. WEBFonns"" Sep/2011

100 85 Fonn 520 lor 11M In the Pro.inc:e of Ontario Listing Agreement - Commercial Authority to OHer for Sale This Is a Multiple Listing Service Ag!~!' ~ OR This Listing Is Exclusive C==:> BETWEEN: (s.ltet's Initials) {Seleta tnmiolo) BROKERAGE:.~~~.~~~ !f.~,_ Q.. ~JQJ.. f.~p.:i;;r!.g.~ f.: JQI9.~~~...!the "listing Brokerage ) SELLER! S):..I~.~-.f.~,-~~f.~!ffi~.~-~.Q~~~P.J!!~ :. ~-~ J~.~~P..~.'?.i.~. ~~. 9.!?~-~.~PP.~!~.~~~-~~~~~Y.~.~ -9( ~~-~ff.~r.~.. ~r.c?.p.~~!!:~. ~-~:...(the "Seller"} In cons!deration of the listing Brokeroge listing the reol property far sale known os.j~.~.9.j~~~9.ffil~9.~~ ~-~~~!?:~&~ ~.rr.j.~~ (the Property") the SeUer hereby gives the listing Brokerage the exclusive and Irrevocable right to act os tho Seller's agent, commendng at12:01 a.m. on the.~.?..~... doycl..f.~~-~r.y...., 20.. t~..., until 11:59 p.m. on the.. f.j ~... doy of..~.':l~~!...., 20.. t~... (tile "Listing Period"), { Seller acknowledges flat the length of the Usling Period b negolioble between the Seller and the U$1ing l!robtoge and, If on MI.S lisllng, may be } wbiect ll:l minimvm requlremenb ollhe real oslot. board, how~mr, In o=xdance with the Real Eslale and Bllslneu Brokers Ad of Onlorio (2002}, If the Ustlng Period exceeds six months, the Ustlng Brokerage must obtain the Soller's Initials. to offer the Property far sale ot o price of: (Seler't tniliolt) -~~.M!H,~~~.J.~~- -~~~~-~-~-~~.:f.h:~.th2~~f: DoHors ($Cdn ~1-~.~?,,QQQ:Q.Q... ) end upon the terms porticvlorly set out herein, or ot svch other price and/or terms acceptoble to the SeDer. It Is understood that the price and/or terms set out herefn ore at the Seller's personal request, after ull discussion with thelbling Brokerage's representotive regarding potential market value of the Property. The Seller hereby represents and warrants that the Seller Is not a party to any other listing agreement for the Property or agreement to pay commission to any other real estate brokerage for the sale of the property. 1. DEFINITIONS AND INTERPRETATIONS: For the purposes of this listing Agreement!"Authority~ or ~reement j, "Sellar" Includes vendor and a "bvyer" lndudes a purchaser or o pros~tive purchaser. A purchase shall be deemed to indvde the entenng into ot any agreement to exc:hange, or the obtoininij of on option to purchase which Is subsequenllr exerclsed 1 or the causing of o First Right of Refusal to be exercised, or an agreement to sed or transfer shares or assets. "Reol properly" Includes reo estote os ctefined In the Real Estate and 8111lness Brokers Ad (2002). The "Property" shall be deemed to Include any ~rl thereof or interest therein. A "reo! estole board" includes o reol estate ossocloticn. This Agreement shah be read with oft changes of gender or number reqvlred by the context. Fer purposes of this Agreement, anyone Introduced Ia or shown tlie Property shall be deemed Ia inclllde any spouse, heirs, executors, odministrolors 11/CCessors, assigns, related corporolions and affiliated co~rotlons. Relcted corporations or affiliated corporations shaft lnclvde an)' c:orporollcn where one hall or o ma~rity of the shareholders, directors or officers of the related or affiliated corporation are the some person(s) as the sliorehalderl, directors, or officers of tlie corporation introduced to or shown the Property. 2. COMMISSION! In consideration of the listing Brokerage listing the Property For sole, the Seller agrees to pay the listing Brokerage o commission of..:1:.?.... % of the sole prke of the Property or _.... i; ;;-y ~~1id - ~ih;~-;~- -~~h~~~.t;~ P;p;;;;y ;;;;;,; ~~-y.. ;~~~; -~j;;~;;;;;; ;b t~i~~ d~ri~il'.h~ti~ii~9 f.~ri~;; ~~d ~~-ih~-i~;;;;~ -~~d ~~~iiii~~-~-~i -~l i~ this Agreement OR si/ch other terms ond conditions as the Seller moy occepl. The Seller Further agrees to poy svch commission os calculated above if an ogroernentlo purchase is agreed to or accepted by the Seller or anyone on the SeDer's behalf withln. J.~~L... days oher the expiration of the Listing Period (Holdover Period), so long as such a~reementls with anyone who was lntrodvced to the Property From any aource whatsoever dvrlng the Listing Period or shown the Property during the listing Period. If, however, the offer For the pvrchose of the Property is P.Ursuont to a new agreement In writing to pay commiuion to another registered real estate brokerage, the Seller's liability lor commission shall lie rei:iiiced by the amount paid by the Seller under the new agreement. The Seller urther agrees to pay such commission as calculated above even If the lronsoctlon contemplated by on agreement to purchase agreed to or accepted by the Seller or anyone en tile Seller's behalf Is not completed, If such non-completion is owing or ohributolile to the Seller's default or neglect, sold commlulon to be payable on the date aet for completion of the purchase of the Property. Any deposit In respect of any agreement where the tronsoc:lion has been completed shall first be applied to reduce the c:ommiulon payable. Shovld si/ch om~nls P.Oid to the Listing Brokerage from the deposit or by the Seller's solicitor not be sufficumt, the Seller sholl be liable to pay to the liltif1g Brokerage on i::lemond, any deficiency In commission and taxes owing on si/ch commission. In the event the buyer foils to complele the pu!choso end the deposit or ony ~ thllleof beoomes Forfeited, oworcled directed or releohd to the Seller the Seller hn outhorizas the Uslin.g ~ to retain os commission for services rendered, ~fty (50%) per cent cj the amount d the sold c:lep?sit forfeited, ~. directed or released to the Seller [but not to exceed the commission poyoble hod c sole been consuminoledj and 1o pay the balance cj the deposit to the Seller. All amounts set out as commission ore to be paid plus applicable taxes on such commission. 3. REPRESENTATION: The Seller oc;knowleclges that the listing Brokerage has provided the Seller with written lnhnmotion tlllplolnlng agency relationships, Including Information on Seller Representolion. Sub:ogency, Buyer Representation, Multiple Representotion and Customer Service. The Seller ovthorlzes the Listing Brokerage to co-operate with any other registered reo! estate brokerage (co-operating brokerage), ond to offer to poy the co-operating brouroge o commission of..~:~~... %of the sole pric;e of the Ptoperty or ;~~ ~;~~~~;;;;~~:~~: ~ ;~~ ~;~~;;;;~;~;: (ID m o201s, o-;.t.a~e..~("ccitea,. ~;q...r...~. -n.;.,...,.,oiieab.._ard'""""""""ol"--.arc~.. ~ orly, _..,...,,...,ropdduclionls~_.pwlhp;or...,_oiorea. Doootahr...,,..,..cr~""llclrobd"'""' poi!ian. Form 520 R8111Jed 2015 Page 1 af3 WEBFonns~ Jan/2015

101 86 out of the commiuion the Seller pays the Listing Brokerage. The Seller understands tho! unless the Seller is otherwise informed, the co-operoting brokerage is representing the Interests of the buyer In the tronsaclfon. The Seller further acknowledges that the listing Brokeroge moy be listing other properties that may be similar to the Seller's Property and the Seller hereby consents to the listing Brokeroge adng as on agent for more than one seller without any claim by the Seller of conrict of interest. Unless otherwise agrbed In writing between Seiler and ll$ling Brokerage, any commission payable to any other brokerage shall be pold out of the commission the Seller pays the Listing Brokerage. The Seller hereby oppoinb the listing Brokerage as the Seller's agent for the purpose of giving and receiving notices pursuant to any offer or agreement Ia purchase the Property. MULTIPLE REPRESENTATION: The Seller hereby acknowledges that the listing Broke~e may be entering into buyer representation agreements with buyers who may be Interested in purchasl~ the Seller's Property. In the event that the listing Brokerage has entered Into or enters inlo a buyer representation agreement with o prospective 6uyer for the Seller's Property, the listing Brokerage wci obtain the Seller's wrihen c:onsentlo represent both the Seller and the buyer for the transaction ot the eorliest proctlcol opportunoty and In all cases prior to any offer to purchase being submihed or presented. The Seller understand end acknowledges that the listing Broke"?Se must be Impartial when representing both the Seller end the buyer and ll!iually protect the Interests of the Seller and buy.er. The Seller understands and acknowledges that when representing both the Seller and the l:iuyar, the Usti~ Brokerage shell hove o duly of full disclosure to both the Seller and the buyer, Including a requirement to disclose oil factual Information about the Property known to the Listing Brokerage. However, the Seller further understands and acknowledges that the Ust:ng Brokerage shall not disclose: that the Seller may or will accept less than the listed price, unless otherwise Instructed In writing l?y the Seller; that the buyer m~ or will P9Y more than the offered J>rlce, unless otherwise Instructed In writing liy the buyer; the motivation of or personal Information about the Seller or buyer 1 unless otherwise Instructed In writing by the party to which the information applies or unless failure to disclose would constitute Fraudulent, untowful or unethical practice; the price the buyer should offer or the price the Seller should accept; and the listing Brokerage shall not disclose to the buyer the terms of any other offer. However, it is understood that foc:tual market information about comporoble properties end information known to the Listing Brokerage c:onceming potentral uses for the Property will be disclosed to both Seller and buyer to assist them to come to their own conclusions. Where a Brokerage represents both the Seller and the Buyer (multiple representc:dlon), the Brokerage shoji not be entitled or outhorlzed to be ogent for either the Buyer or the Seller for the purpose of giving and receiving noth:es. MULTIPLE REPRESENTATION AND CUSTOMER SERVICE; The Seller understands and agrees that the listing Brokerage also provides representation and customer service to other Mllers and buyers. If the Listfng Brokerage represents or provides customer service to more then one seller or b!'yer for the some tradal the Listing Brokerage shall, tn writing, at the earliest P.racticoble opportunity and before any offer Is mode, Inform ell sellers and buyers of the nature o the listing Brokerage's relationship to each seller and buyer, 4. REFERRAL OF ENQUIRIES: The Seller agrees that during the Llstrng Peri:od, the Se11er shou advise the listing Brokeroge Immediately of all en~ulrles From any source whatsoever, end all offers to purchase submihed to the Seller shou be lmmediatellsubmihed to the Llsti~ Brokerage by the Seller before the Seller accepts or rej~ls the same. If any enquiry during the Listing Period results In the Sellers accepting a valid offer to purchase during the listing Period or within the Holdover Period after the expiration of the listing Period described above, the Seller agrees to pay the listing Brokerage the amount of commission set out obove, payable within five (5] days following the Ll$1ing Brokeroge's written demand therefor. 5. MARKETING: The Seller agrees Ia allow the Lislfng Brokerage to show and permit ~respective buyers to fully inspect the Property during reosonoble hours and the Seller gives the Listing Brokerage the $Ole and exclusive right to place For Sole" ond "Sold" sign(s] upon the Property. The Seller consents lo the listing Brokerage Including information In advertising that m!')' ldenlifv the Property. The Seller further agrees that the listing Brokerage shell have $Ole and exclusive authority to make all advertising decisions rekitlng lo the marketing of the Property during the Listing Period. The Seller agrees that the listing Brokerage wtll not be held liable In any manner whatsoever for onr, eels or omission with respect to advertising by the Listing Brokerage or any other party, other than by the listing Brokerage's gross negligence or wilful oct. 6. WARRANTY: The Seller represents and warrants that the Sel ~e r has the exclusive authority end power to execute thi1 Authority to offer the Proper!)' for sole and that the Seller has Informed the listing Brokerage of any third party Interests or claims on the Property such as rights of ~rsl refusal, ophons, easemenb, mortgages, encumbronces or otherwise concemtng the Property, which may affect the sole of tlie Property. 7. INDEMNIFICATION AND INSURANCE: The Seller wm not hold the Listing Brokeroge and representatives of the Brokerage respc?jisible for any loss or damage to the Property or contents occurring during the term of this Agreement caused 1;1Y. the listing Brokeroge or anyone else by any means, including theft, fire or vandolbm, other than~ the listing Brokerage's grou negligence or wilhil oct. The Seller agrees to indemnify and save harmless the listing Brokerage and representatives of ihe Brokerage and any coooperoting brokerage from any liability, claim, loss, cost, damage or injury, Including but not limited to loss of the commlssfon p~ble under this Agreement, caused or contributed to by the breach of any wam::mty or representation made by the Seller In this Agreement or ihe accompanying i:lclo form. The Seller agrees lo Indemnify and save harmless the Listing Brokerage and represenlotives of the Brokeroge and ony co-operating brokeroge from any liobllity, claim, loss, cost, damage or injury as o result of the Property being affected by any c;onlomfnants or envfranmentol problems. The Seller warrants the Property Is Insured, including per$0nol liability ln1uronce ~lnst any clafms or lawsuits resulting from bodily injury or property damage to others c:oused In any. way on or ol the Property and the Seller indemnifies the Brokeroge end all of Its employees, representatives, salespersons and l>rokers (Listing Brokerage] and any coooperoting brokerage and o il of its empic?yh representatives, salespersons and brokers (co-operating brokerage] for end against any dclms against the Listing Brokerage or eo-operating brokeroge mode by anyone who attends or visils the Property. 8, FAMILY LAW ACT: The Seller hereby worronls that spousal consent is not necessary under the provisions of the Family Low Act, R.S.O. 1990, unles1 the Seller's spouse has executed the consent hereinafter provided. 9, FINDERS FEES: The Sel~er acknowledges that the Brokerage may be receiving a finder's fee, reward and/or referral incentive, and the Seller consents 1o any such benefit being received end retained by the Brokerage in addition to the commission as described above. 10. VERIFICATION OF INFORMATION: The Seller authorizes the Listing Brokerage to obtain any information from any regulatory authorities, governments mortgagees or others affecting the Pro~rty and the Se ~er agrees lo execute and deliver such further authorizations in this regard as may be reasonably. r~uired. The Seller hereby appoints the Listing Brokerage or the Listing Brokerage's authorized representative as the Seller's ohorney 1o execute such dccumenlolion as may be necessary to effect obtaining any Information as aforesaid. The Seller hereby authorizes, Instructs and directs the above noted regulatory authorities, governments, mortgagees or oiher1 to release any and all information to the l1sling Brokerage. 11, USE AND DISTRIBUTION OF INFORMATION: The Seller consents to the collection, use end disclosure of personal information by the Brokerage for the purpose of listing end marketing the Property Including, but not limited to: listing and advertising the Property using any medium including the lntemet; disclosing Property information to prospectiv~:~ buyers, brokerages, salespersons end othe11 who may assist In the sale of the Property; such other use of the Seller' per$0nalinformolion os is con1i1tent with listing and marketing of the ProperfY.. The Seller consents if this i1 on MLS Usting, to P.lacement of the listing information and soles information by the Brokerage into the dotobose(sj of ihe Mi.S System of ihe appropriate Boord, and to ihe p_osllng of any documents and other Information!indudlng, without limitation photagrophs, images, graphics, audio and video recordi!iss, Yirtuol lours 1 drawings, llcior elcns, orchltecturol designs, arttslic renderings, surveys and listing descrlplionsl provided by or on behalf of the Seller Into the datol)osels] ot the MLS System of the app-ropriate Boord. The Seiler hereby Indemnifies and save~ harmless the Brokerage and/or any of its empla~es, servants, brokers or soles rep.resentalives From any and all claims, licbililles, suits, actrons, losses, c:osb and legal fees caused ~. or arising aut of, or resulting from the posting of any documents or other Information (including, without llmlto11on, photcgroplis, lmc~es, grapliic:s, audio and video recordings, virtual lours, drawings, floor plans, crc:h!tectural designs stic renderings, surveys and listing descnptionsl as alar~ INITIALS OF LlSTING BROKERAGE: INITIALS OF SELLER(S): ~ (B C 20t!, Clooario Rool E-. Aoaoc1oo1on I'Oflf.'1 AI~...! 11>s bm""".-..q,.d by CRfA "-lloo.,.. Oftd,.-..,... olllo -.an Oftd &c.- _,.. cny.hyof.r.,...,~la~...,...,...,...,_.,orea. o.,...,...,..., ~cr slloo ~~"""""" Form 520 Revised 2015 Page 2 of 3 WEBFomnCI Jan/2015

102 87 ocknowled.ses that the database, within the boord's M~ System Is the property of the real estate boord(sl and can be licensed, resold, or otherwise dealt with by the bootdls). The Seller further acknowledges tliat the real eslote boatd(s) may: during the term of the listing and thereafter, distribute the Information In the datohose, within the boord's ~ System Ia any ptii'joiu authoiized lo use such service which may include other brokerages, government departments, appraisers, municipal orgonizalrons and others; lllq(kel the Pr~rty. allis option, In any medium, Including electronic media; during the lerm of the t.sting and thereafter, compile, retain and publish any statistics Including historical dolo within tho boord's MlS Sv.stem ond retain, reproduce and display phalographs, Images, sn'phics, audio and \'Idea recorditlgs, virtual tours, drawings, floor pions, orthitecturcil designs, artistic renderings, surveys and listing da$crlplions whtch mov. be used by board members lo conduct cam~rotive analyses; and make such other use of the lnfcrmotion os the Brokerage and/or real estate boorci(sl deem appropriate, In connection with the listing, marketing end selling of real estate during the term of the listing and thereafter. The Seller acknowledges thct the Information, personal or otherwise ("infcrmotion"), ptoviaed to the real estate boord or association may be slored on databases located outside of Canada, In which case the InFormation would be subject to the lows of the jurisdiction In which the Information is located. In the event thol this Agreement expires or is cancelled or otherwise terminated and the Properly is not sold, the Seller, by initialling: Does Does Not consent to ollow other real estote board members to contoct the Seier aher expiration or ather terrnlnohan of this Agreement lo di$cuss lis~ng or othelwise marketing the Property. 12. SUCCESSORS AND ASSIGNS: The heirs, executors, adminlstralcrs, successors and assigns of the undersigned ore bound by the terms of this Agreement. 13. CONFLICT OR DISCREPANCY: If there Is ony conflict or discrep.ancy between any provision added 1o this ~r.. mentjineludlng any Schedule ottoehed hereto) and any provision in the standard pr~set ~rtlon hereof, the added PfC?Vision shall supersede the stondor pre-set provrsion to the extent of such conflict or di$cteponcy. This Agreement, including ony Schedule ohached hereto shall constitute the entire Aulliorily from the Seller to the Brokerage. There is no represenlallon, warranty, cokoteral agreement or condition, which affects this Agreement other than os upressed herein. 14. ELECTRONIC COMMUNICATION: This Listing ~reemenl and any agreements, notices or other communications contemplated thereby may be lronsmihed by means of electronic S)'11ems, in which case signatures shall be deemed to be original. The lronsmlnlan of this Agreement by the Seller by electronic meons shall be deemed lo confirm the Sel'er has retained a true copy of the Agreement. 15. SCHEDULE(S). ~... ~... and data form ottoched hereto form(s) port of this Agreement. THE U T THE PROPERlY ON BEHALf OF THE SEUU AND REPRESENT THE SEWR IN AN ENDEAVOUR TO OBTAIN A VAL 0 ON THE TERMS SET OUT IN THIS AGREEMENT OR ON SUCH OTHER TERMS 5An5FACfORYTO THE SELLER. DATe.. 9.Y?.?.O.~..... Chad Ritzer in<ioiiiiofpenoii'slg;;iogj'''''"''"'" ''"'''''"''''''"'''''"'"''' EEN READ AND FULLY UNDERSTOOD BY' ME AND I ACKNOWLEDGE THIS DATE I HAVE SIGNED UNDER SEAL. ined herein Of os shown on tha aa:ompanylng data form respecting the Prapetty ore lrue to the best of my knowltdge, lnformolian end belief. SIGNED, SEALED AND DEUVERED I hove hereunto set my hand ond sea1:. I~!?. f.~tl.~t :~n~.~.qt J~~j':l,.~~P..I!-~~.~.~ Court appointed Receiver of Stafford Properties Inc. :~:.~:.~~.../.(~ DATE...&.!.J..?...i!r. :H~:.~?.:~?.Q.~... (Signatvr ~~A..tha..iz8cl Sign'ng Ollicer) (Seal! (Tol. No.) DATE......!Sig,..,...re of Stlltr/Authorizad Signing Oftocer)!Seal} SPOUSAL CONSENT: The undersigned spouse of tha Seller hereby consents to the listing of the Properly herein pursuant to the provisions of!he family low Act, R.S.O ond hereby agrees that he/she w;h exltc'iie oll necessory or Incidental documents to further any tronsoction provided for herein.... DATE... ISpovM) (S.O~ N OF INSURANCE hereby declares that he/she is In... lsiqnoiirr.iiioi's::o'fri~~;;;.;i~i'..... ACKNOWLEDGEMENT The Seller(a) hereby acknowledge that the Seller(&) fully unde~tond the terms of thls Agreement ond have received a trve copy of thb Agreement on the f?.---- '7 """""""""""""'"'-"'"""'" day of.f.!:!?!}!~..., 20 J?....,_,_,_,_... IS~giioiiiriiOI ' t;i~~... ~... _... 0o1e....E:J..... ~.?..!!..C (t;isjiio'iu;i c;rt;ilt'i;r _ ~ Dole: lb c 2015, Oaorio..,. ea. Auodobo rot A !.lin lam... dmolr:>podby OlEA lor......,.,.w...ra... crod "t. M,...,.,..,~Io~""""'"wlhpr;or...,_oiCIREA Do,.,e ""*'~'"'~""ltlarldonif"wpao1iao. Form 520 Revised 2015 Page 3 of 3 WEBF«ms~ Jan/2015

103 88 Schedule 11 A" If the listing team consisting of Chad Ritzer and Dietmar Sommerfeld sell the property than the Seller pays 4% commission at closing.

104 TAB I

105 Onlorio Raol Edale Anooot., Form 520 lot uj rn 1M Province of On1alio Listing Agreement - Commercial Authority to Offer for Sale II,,_._...,,.-.. ho~~:::.':;;"_'!:!.. ' ~ Yd This Is a Mulllple Listing Service Agreement OR This Listing Is Exclusive ~ :::::~E:... 1t.~/1.~~... Kt.4.~~ --. Jb). k ~~~- -- ::i~.':.... _, ~ ~ -... ::~::~.:~:~~ ~-~ ~: ~ ~4... I- ~. o 4 ~... ~ I u.,.... n... ~...., I..... I ~... ~ ~ t ~ a. + t.&. -~. 4t ~of' (the Properly"] the Seller hereby gives the listing Broke~e the exclu1lve and Irrevocable righl Ia ocl as the Seller's agent, commencing at \2:01 om. on the... until p.m. on the !f,' {. 1::;?).01.1:\... Dl of... ~ -.(l{.f~1lf..r..., 2o.f.!S...., 1.. t.t\... doy of... CUl.Rt.\l..., 2o.flQ... (the "listing Period"), Selle oc;knowledges tho!!he length ol the listing Period Is negotiable between the Seller and the Usting Broletoge and, il an MLS» listing, may be } wbjed to minimum requirements ol the reol eslole board, however, in occai'cjonce ~ lho Real EsiDte and Business Blolcers Ad ol On!orio (2002), If the Listing Period exceed six months, the Listing Brokerage must obtain the Seller's Initials. to offer the Property for sale at a price of: ( ;,: c~!sel,e 's tni1iols) 1.w.o.rbwnll1.. 6&"f"LtAOko~tN({~.. nu~. J.Hnu.sl.l:NP.... ~... Dollor ($cdn,.,s.~~ooo,o.o... ) and upon the terms f>articularly set out herein, or at such ather price and/or terms acceptable Ia the Seller. It Is understood!hot the price and/or terms set out here:n are at the Seller's personal request, after full discuuion with the Listing Brokerage's representative regarding potential morbi value of the Properly. The Seller hereby represents and warronts that the Seller Is not a party to any other listing agreement for the Property or agreement to pay commission to any other real estate brokerage for the sale of the property. 1. DEFINITIONS AND INTERPRETATIONS: For the purposes of this Listin_g Agreement ( Authority or Agreementw) 1 "Seller" includes vendor and o "buyer includes a purchaser or a prospl!ctive purchoser. A purchose shol be deemed to inc!we the enterin_g into ot any agreement to exchonge, or the obtaining of an option to purchase which is subsequentlr exan::ised 1 or the causing of o First Right of Rei\Jsollo be exercised, or on agreement to sell or lronsler shares or assets. Realeroperty includes reo estate os defined In the Real Estate and Business Brokers Act (2002). The Properly"' shall be deemed to include any port thereof or interest therein. A real estate boordn includes a real estate association. This Aareemenl shal ~ be read with all changes or gender or number required bv the context. For purposes or this Agreement, anyone introduced to or shown tlie PfOP.erly shall be deemed to Include ony spouse, heirs, executors, od"mlnlstrotors successors, assigns, refoted corporotions and orlilioted cor~ol io ns, Related corporolions or affil ~ated corporations sholl include ony. corporation where one hair or o ma)ority or the shareholders, directors ot officers or the related or affiliated corporation are the some person(s) as the slloreholders, directors, or officers of tlie corporation Introduced to or shown the Property. 2. COMMISS~: In consideration of the llsling Brokerage lifog the Properly ror lt' the f iler ilees to poy the Listing Brokerage a commission ~~:-.~~~o.. ~1.-et&~t~~a~~CKf.~. =: :.. ~~~.~~~ ~~:~~~... ~~ :.. ~~: -~~~ ~: ~!:~:~::~~~ : ~~ ::~: : ::::::::::::::.::: lor any valid offer to purchase the Pro~rly rrom any source whatsoever obtained during the Usting hriod and on the terms a nd conditions sat out In this Agreement OR such other terms and conditions as the Seller may accept. The Seller further agrees to ~y su<:h commission as colculated above if on agreement to purchase is agreed to or accepted by the Seller or anyone on 1he Seller's.behalr within.. J~O... days arter the expiration of the Listing Period. (~oldover Period), so long as su<:h og~eemenl is. Vfilh an~ne who was 1ntroduced to the Properly from ony source whatsoever during the L!shng Period or shown the Property d ~'f1ng the Ushng Penod. 1r, however, the offer for the purchase or the Property is pursuant to a new agreement In writing to poy commission to another registered real estate brokerage, the Seller's liability lor commission sholll:)e reduced by the amount poid by the Seller under the new agreement. The Seller further agrees to poy such commission os calculated above even illhe transaction co11temploted by on agreement to purchase ~reed to or accepted bv the Sener or on~ne on the SeHer's behalr is nol completed, if such non-completion is owing or ohributalile to the Seller's delouh or neglect, sold commrssion to be payable on the dote set ror completion of the purchase of the Property. Any deposit in respect of any agreement where the trollsoction has been completed shall first be applied to reduce the commission poyoble. Should such amounts P.Oid to the listing Brokeroge from the de~sit or by the SeHer's solicitor not be surfic:1ent, the Seller shall be liable to poy to the Ltsling Brokerage on <Iemond, any dellc'ency in commission and taxes owing on such commission. In the event the buyer foils to comple!e the purchase and the deposit ot ony ~rt thereof becomes lodeiled, owordedj directed or released lo the Seller 1 ~ Seier then authorizes fie Uslioo Brolceroge to retain os commission ror setvices rendered, ~rty (SO'Y..) per cent of the amount or the said deposit lodeited, oworuea, directed ot released to the Seller (but not lo exceed the commission payable hod 0 sale been ConSIJmmatedl oncj lo pay the balonc;e or the de~ it to the Se!fer. All amou11ls set out as commission ore lo be paid plus applicable taxes on such commission. 3. REPRESENTATION: The Seller acknowledges that the Listing Brokerage has provided the Seller with wrihen tnformotian ll}tploining ogenc.y relotionships,induding information an Seller Representation. Sub:ogency, Buyer Representation, Multiple Representation and Customer Service. The Seller authorizes the Listing Brokerage Ia co-operate with any other registered real estate brokerage!cooperating brokerage), and to offer to pay the co-operoli11g brokerage a commission of.. f,.fi... % of the $Ole price of the Property or... ~..., _

106 out of the commission tho Seller pays the lishng Brokerage. The Seller understands that unless the Seller is otherwise informed, the co-operating brokerage Is representing the lnleresls of the buyer In the transaction. The Seller further ocknowleckles lhot the listing Srokeroge may be listing other properties tho! moy be similar to the SaUer's Properly and the Seller hereby consents lo the Listing Bro\eroge acting os on ogenl for more than one leiter without any cloim by the Seller of conllict of itlleresl. Unless otherwise agreed in writing between SaUer and listing Brokerage, any commission poyoble 1o any othllf brokerage shall be paid 0111 of the commluion the SeHer pays the lilting Brolterog11. The Seller hereby oppolnls lhe listing Brokerage os the SeDer's agent for the p1hpose of giving cmcl receiving nolices pursuant to any offer or agreement lo purchase the Property. MULTIPLE REPRESENTATION: The Seller hereby acknowledges thotthe Usling Brokerage may be entering info buyer represenlolion agreements wilh buyers who moy be inlennted in pun:hasi"!! the Seier's Property. In the event that the listing Sroker~ has entered Into or enlers into a buyer representation agreement with o prospective l:iuyer for the SeDer's Properly, lhelisling Brokerage will obloin the SeHer's written consent to represent both the Seller and the buyer ror the transoction otthe earliest proclicol opportunity and in ol cases prior Ia any offer to purchase being submihed or presented. The Seller understand and acknowledges thai the Usling Brohr':19e must be im~rliol when representing borh the Seller and the b~er and e~uohy protect the Interests of the SeHer and bur.er. The Seller understands ond acknowledges thol when representing both the Seller and the kiuyer, the Lrsti!lQ Srokerage shall hove a duly of full disclosure to both the Seller and the buyer, including a requirement to disclose all foc;lualinformation about the Properly known to the listing Brokerage. However, the Soller further understands and acknowledges that the Listing Brokerage shall not disclose: that the Seller may or will accept less than the listed price, unless otherwise instructed in writing ~the Seller; thotlhe buyer may or will f)f;iy more than the offered pri<e, unless otherwise Instructed in writing Dy the buyer; the motivation of or personal information about the SeUer Of buyer, unless otherwise Instructed in writing by the porty Ia whic:h the information applies or unless failure lo disclose would constitute fraudulent, unlawful or unethical practice; llio price the buyer should offer or the pl'i<e the Sellor should accept, and the listing Brokerage shall not disclose to the buyer the terms of any othl!f offer. However, II is understood thol foclual market Information about comparable properties ond information known lo the listing Brokerage concerning potential uses lor the Property will be disclosed to both Seller and buyer to assist them Ia come to their own conclusions Where a Brokerage represents both the Seller and tim Buyer (mulllple representation), the Brokerage shall not be entitled or authorlted to be agent for either the Buyer or the Seller for the purpose of giving and receiving notices. MULTIPLE REPRESENTATION AND CUSTOMER SERVICE: The SeHer understands and agrees that the Usling Brokerage also provides representation and customer service lo other sehers one! buyers. II the listing Sralc.erage rep.resenls or provides custom11r service to more than one serer or b!'yer lor the some troclel the listing Brokerage shah, in writing, altha earliest P.roclicoble opportunity ond belore any offer il mode, Inform au seuer1 and buye" of the nolure o the listing Brokerage's relationship lo each serer onif buyer. 4. REFERRAL OF ENQUIRIES: The Seller agrees that durl!l9 the Listing Period, the Soler sholl advise the listing Brokerage immediately of oll enquiries from any source whatsoever, and oil offers to purchase submitted lo the Seller shalt be lmmediote(y submitted lo iho Llsti~.9 Brolceroge by the Seller l)efore the Seier accepts or rel'ects the some. If any enquiry during the listing Period results In the SeDer's accepting o valid offer to purchase during the listing Period or within the Ho dover Period alter the expiration of the listing Period described above, the Seller agrees lo poy the Listing Brokerage the amount ol commluion sel out above, payable within five 151 days fallowing the listing Brokerage's written demand therefor. 5. MARKUING1 The Seller agrees to allow the lilting Brokerage lo show and permit ~spective btjyen to fully inspect the Property during reasonable hours and the Seller gives tlie listing Brokerage the sole and exclusive right to ploce For Sole ond ~Sold" sign(s) upon the Property. The Seller consents to the llslii!q Brokoroge including informolion in advertising that moy identilv the Property. The Seller further agrees that the listing Broke"?.9e shall hove sole and &ltciusive authority to mob ol advertising decisions relciting to the marketing of the Property during the listing Period. The Seller agrees tholthe listing Brokerage wih not be held liable In any manner whatsoever for anr, ocls or omissions' with respect to advertising by the listing Brokerage or ony otlier party, other than by the listing Brokerage's gross negligence or w llvl oct. 6. WARRANTY: The Seller represents and warrants that the Seller has the ekciusiye authority and power to ekecule rhls Authority lo offer lhe Property lor sale and thai tho Seller has informed the Usting Brolc.eroge ol any third party Interests or claims 0r1 the Properly such os rights of first tefusol, opltons, ea1emonls, mortgages, encumbrances or otherwise concerning the Property, which moy affect the sole of l~e Property 7. INDEMNIFICATION AND INSURANCEr The Seller will not hold the Usting Srokl!foge and represenlotives of the Brokerage responsible for any lou or damage lo the Property or contents occurring during the lerm of this Agreement coused I,Ji the listing ~rokeroge or anyone else by any. means, including theft, life or vonoolism, other than~ tile listing Broker!lQe's gross negligence or wilful oct. The Seller agrees lo indemnify and save harmless the listing Brokerage and tep.resenlotives of ihe Srokeroge ond any co<lperoling brokerage from any liobilily, claim, loss, ~sl, domoge or lnfury, Including but not limited to lou of the commiuion po~ble under this Agreement, caused or contributed lo by the breoc:h of any warranty or representation mode by the Seller in this Agreement or ibe accofi!ponying Clolo form. The Seier agr80$ Ia indemnify ond sove harmless the Listing SrOkeroge and repre$8nlolives of the Broltercge ond any co-opera~ brokerage from any liobihty, cloim, loss, cost, damage or injury as o resuh of the Property being olfec:ted by ony contaminants or environmental lems. The SeDer warrants the Properly Is Insured, including personolliobl ity Insurance ogalnst any cloims or low$uits resulting from bod ly Injury or properly dom~e to olhers caused in any WfZf on or at the Property and the Sefter indemnifies the Brokerage and au of its employees, representatives, salespersons and lilakers (llsli~ Brolr.erogel and any co-operohng brokerage and or of its employees, representatives, solespmsons and broken (c()opttraling brokerage) lor and against ony clolms ogoinslthe listing Brokerage or co-operating bfok8roge mode by anyone who attends or visits the Property. 8. FAMILY LAW ACT: The Seller hereby warrants that spousal ~nsent l s not necessary under the provisions of the Family low hi, R.S.O. 1990, unless the Seller's spouse has executed the consent hereinafter provided. 9. FINDERS FEES: The Seller acknowledges tho! the Brokerage may be receiving o Iinder's fee, reword and/or referrolincenlive, ond the Seller consents to any such benefit being received ond retained by the Brokerage in addition Ia the commlssi011 as dekribed obove. 10. VERIFICAtiON Of INFORMATION: Tho Seller authorizes the Usting Srobroge to obtain any information from any regulatory authorities, governmenl,s\ mortgagees or others offec:ting the Property and the Seller agrees Ia execute and detrver such further authorizations in this r11gord os moy be reosonadiy. required The SeHer hereby appoints the Usting Brokerage or the llsllng Srokeroge's authorized representative os the Seller's ahorney 1o execute such documentation os moy be necessary lo ellect obtaining any informolion os aforesaid. The Seller here~ authorizes, Instructs ond directs the above noted regulatory oulhorilies, governments, mortgagees or others Ia release any and au informal'on to the ltsiing Brokerage. 11 USE AND DISTRIBUTION OF INFORMATION: The Sel!er consents Ia the collection, use and disclosure of pmsonal inlormolian by the Brokerage for the pur~se of listing and marketing the Property including, but not limited to: listing and odyertising the Property usi~ ony medium including lfle Internet; disclosing Properly informolion 1o prospective buyers, brokerages, solespen011s and others wllo may assist in the sole of!he Property; such other use of the Seller' personot information as is consistent with lisling and motkeling ollhe Proper~'(.. Tho Seller consents, if this is on M~ l isting 1 to placement of the listing information ond soles information by the &role~ into the dotobose(sj of ihe Ml.S System oltne OPPfopriale Boord, and to the P.O"ine of any documents and other information (including, without limitation, photogr~s, Images, grophicf, audio and video recording, virtual tours 1 drawings, Roor pions, orchiteclurol designs, allistic renderings, surveys and listing descriptions) provided by or on beholf of the Seller Into the dotooosels) of the MlS System of tho opp-fopriolo Boord. The Seller hereby mdemnilios ond loyes harmless the Bro(eroge and/or any of its empl~s, servants, brokers or 5ales re~:~resenlolives from any and au cloims, liabilities, suits, actions, losses, cojts and 1~1 fees caused ~. or arising out of, or c INITIALS OF LISTING BROKERAGE: INITIALS OF SELLER(S): }11) m 1020U,Oolor:abaH,_IwGOai'..,\'OREA1. Nr~..-od rt.iolorm-dm!opodby,.,...,.,...,...,...,.loct.,..,l lll...,lw!ord~ ~ ~ c:rolt At.y..Wu oc ~bpal.b'lod~...a t~on--.roioifa.oo..,.o\it"'*'"".r..g,..~...,~,...ot~ Form520 Rnl'std2015 Page 2 of :a resulting from the posting of any documents or other information (inc! ing, without limitation, phatogroplis, ima~es, groplilc:s, audio and video recordings, virtual tours, drawings, Roar pions, orchllocturol desi listie: renderings, surveys ond listing descnptionsl as aforesaid. Tho Seller 90

107 ocknowledaes lhat the clotobase, within the board's MlS System is tho property of the real e~ate boord(s) ond can be licensed, resold, or otherwise dealt with by the boord(s). The SeDer further ocknowl~es tliot the real estate boord(sl may; during the term of the listing and thereaher, distribute the Information In the database, wilhin the board's MlS System to any persons outhoiized to use such 1arvice which may include other brokerages, government departments, appraisers, municipal organizations and athen; market the Pro~rly, at its option, in any medium, Including electronic meoia; during the term of tho listin_g and thereafter, compile, retain and publish any statistics iriduding hislor i ~ol dolo within tho board's MI.S SY.stem ana retain, reproduce and display onotogrophs, images, ~rophics, audio and vtdeo recordings, virtual touu, drawings, Roar plans, architectural designs, artistic renderings, surveys one/listing descriptions wh1ch mor. be used by board members to conduct com~rolive anolyses; CJi? ond make such other use ol the information os the Brokerage and/or reoleslole boara(sl deem appropriate, in connection with the listing, marketing and selling of reol estate during the term or the lislfng and thereafter The Seller acknowledges thai the Information, P.llrsonol or otherwise ("inlormation"l, provicied lo the real estate board or association may be stored on databases located outside of Canada, in which case the tnlormolion would be su&ject to lhe lows ol the jurisdiction In which the Information is located. _ ~ In the event!hat this Agreement expires or is cancelled or otherwise huminoted and the Property is not sold, the Seller, by initialling: Does Does ot consent to allow other real eslote board members to conloctthe Seller oher exp'roll'on or other terminohon of this Agreement 1o discuss lbting or otherwise marketing the Property. 12. SUCCESSORS AND ASSIGNS: The heirs, executors, odminlslrotors, successors and auigns of the undersigped ore bound by the terms of this Agreement. 13. CONFLICT OR DISCREPANCY: If there i$ any conrict or dijcrep.qncy between ony provision added to this ~eementjinclud ing any Schedule attached hereto) ond ony _provision in the standard pre-sal ~ion hereof, the added provision shall superse~ the slander pre-set ptovtsion to the extent of such conrict or discrepancy. This Agreement, including any Schedule attached hereto sholl constitute the entire Autliority from the Seller to the Brokerage. There is no representation, warranty, collateral ogreement or condition, whidl affects this Agreement other than os expressed herein. 14. ELECTRONIC COMMUNICATION: This listing Agreement and any. agreements, notices or ollrer communications cantemploted thereby may be transmitted by means ol electronic sr.stems, in whlc~ case signatures shall be deemed lo be original. The tronsmlulon ol this Agreement by the Soller by electronic means shall be deemea to confirm the Seller has retained a true copy ol the Agreement. 15. SCHEDULE(S) and data lorm attached hereto lorm(sl part of this Agreement. 0 MARKET THE PROPERTY ON BEHALF OF THE SELLER AND RIPRESENT THE SELLER IN AN ENDEAVOUR TO OBTAIN PU'ICHJUE.offtlt i'ropeltty ON THE TlRMS SET OUT IN THIS AGREEMENT OR ON SUCH OTHER TERMS SATISFACJORY TO THE SEWR. DATE. 7/Jf)./1.. (:... i'n;,;r; ;;,{'.~;;fi.6~~-.... THIS AUTHORITY HAS BEEN READ AND FULLY UNDERSTOOD BY ME AND I ACKNOWLEDGE THIS DATE I HAVE SIGNED UNDER SEAL. Any representations contained herein or as shown on tho accompanying dolo form respecting the Property ore true to the best of my ~nowledge, information ond belief 91 ~}~jfifi:~:~;:':~:~:~~~~.:.tj''.~,~~~t.~~t ~~~~ (Slgnolule of Seler/Aulhcwized Signing Ollicerj fseoll [Jel No.J ISig,;.;i;.,~ ~i s ;z;,;;j;;, j;~~.i'sijj~i,;ijoh ~~,j....' fseo11 DATE SPOUSAL CONSENT: The undersigned spouse of the Seller hereby consenls Ia the listing ol the Property herein pursuant to lhe provisions of the Family Low Act, R S.O and hereby agrees that he/she will execule oil neceuory or incidental documents to further any lranjcction provided lor herein. ts;;..~,;r.... DATE (Seo~ The broker/salesperson ~~... l~;:;~::::::~;... H ~ t " I ' ',..., '" o ' ~ ''.----.c:...- ACKNOWLEDGEMENT The Seller( ) hereby ocknowledge that the Seller(s) fully understand the terms a~thls ~eem,nt and hove received a true copy of this Agreement o~ the... l.9..~ ~~ ::::..." day of... 5.R(k1..~.f:.!::......_, 20 / ~~~oliir~ 7. -F--~.... Date,.,...~. 19,., Z._ol.~ l~lgnohire ofsel' ei) [B C 20 1 ~, ONoto R ool (-lwa:id'et~ I"OitfA1.M 9"'..-..llli' lor,., """~by OR A lor"'".,. O'ICI ~... alau- bon O'ICI rc '"'If Ant...,..,. roproclu6on I ptdla.ilod oa.ap~..-.. ptlor- """""" cl OltfA. Oa rd..,.,..., pinrng"' ~"",., """"'-d 1""101 """""" Ferm 520 Reviled 20 IS Page 3 of 3.. Date;

108 TAB J

109 92 Ontario Roal Estate,.,~!:::!!~=...\ Association Form 120 l u r. :!. ",_.r :,,. Amendment to Agreement of Purchase and Sale ('(0..""" I? d Toro~t2 Ref!o~.;rte BETWEEN BUYER 1'\SS JIOLDINGS INC' CFOR a C'O~-IPAI':Y TO DE +<-A. I!S'liPON CLOSii':Gl AND SElltR TilE FULLER LANDAU GROUP II'\ ITS C'APACI fy AS TilE COt:RT APPOII'\TED RECEI\'[R Of Sl AFFORD rropfrties INC. c!of c1 J:muary 20 IC. Tho Buycr(s) and Scllor(s) horein agroe to tho following Amendments to thl! oforemention~td Agreement: Dckll': Purdlil\e Price: 3 A Sdn:dule A 3. The= Offc=r to Purchase:.'' hen ncl cptc:j by rhe Srlkr. shall br conditionnl upon the follo11 tng concttlions. "hich L'(lnditions the Seller nnd thl' Bu) c:r nc:k00\1 ledge nre forth~ sole hl'nt.'lil of the Buyer and \1 hich conditil)iis may. unil;llcrally. in full or in p:1rt \\ ithin rhe time limited. by notice in'' riting to the Sell~r or its solicitor.~ wni1c:d by the Buyer: (a)thnt tht" s~ll~r Jms pn.l\ ided :~II em ironmental n:pons and studi~s in its po:;sessilln and s:un~ nrc: ~ntisfactory to the Buyer in its S('llc nod absolure discretion. c b)the Buyc:r shall be entitled to carr)' out. at irs risk. ph} sica! inspections Dnd tests oft he londs. and build in~: and impro, ements thereon by D profc:;sional building ins~ctnr. engineer. or equi\alcnt. ond the Ouy~r slmll b<! satisfied in its sole and unfettered di~cretion with the: rc:sulls of such inspections. Pro\ ided further that the Buyer shall ensure that the propeny is returned to irs original stale folio\\ ing its inspections. (c)thatche buyc:r h:ts r.:e~ured mortsa,ge financing on the subject property on tcm1s ar.d conditions satisfactory to the Buyer. in rhe Buyds sol~ and absolut~ discretion. (d)that the Seller has pro\ ided to the: Buyer with a true copy of the St~dcrnft Inc. lease nnd sublease in favour of Ac~on. and lh:tl the Duyer has rc\ iewed and is sat is lied with the:: tcm1s of sam~ in its sole and unreuer~d discution. Should lhe alxnc e1.1nditions not be satisfied or \\ai\cd by the Buyer, on or before 5:00p.m. on the 60th cakndar dav follon ing occeptance by nil parties (lhc "Condition Date") then lhe Agreement formulated upon the ncceptance a hereof shall be null nnd,-oid nnd rhe deposit shall be returned to the Buyer without deduction and the Seller and the Buyer shnll be under no ~>bligation or liability in respect of anything contained in this Agreement or arising. from h. IN!nALS OF INITIALS OF SULER(S): ~ m -"!l:'"''" =~..,.:-.t.. ~=~, :; ~=-:. - ~s.3.,j,._.:e.l.. \Jf\~ r.j.:".ltt-~. 1 1: :::. r ~ c:.:s l o.::. )11!.:!t!C"f> ~ :.,t: ;ct:;)t-,:f.!..1, :,; ;o:1t h '" r:t.j''~'ti H'o- :::u,.. ~ : e -e-i:! ' : 1 :P.t: '.. ~ e":.,, :;.., re.. tr ~2 : -:- ; '.,:. (e-.: Eu:; e;.,: t.::ttf '\ ='~ :...:. G""~ t ~..,d,,, 1 J-n ~~ojt.! ~.,.:,:.td:l, :. ~:. lc t'\f...! \f~ fi: ~. ;i,.,.: ~..,.. -:~.,.,,... :,!... J!2tS ::t l.. ~ :h-er ''! :;:t u: ~:i;tlic"'., o :. 1abtt1! '":;ect A" l"1.::;,.,, "" ' 'rrt '" :11,. ) ~.::. t' ~., 1 """""e""" : ~.,..., ~ : d;., "9... 1l l ~= c r.:t,_, J;'l''"~., 0~.: l.f'l'l l ""!!... b ~~..:' -; ~,:.1' :1 tr t ;.,.., Farm 120 I!~"!eel.::c-1.: Page t of ~ ~BFonns! OtCilO 15

110 93 form 120 ~ ' ' II ' 4 t ('t>:r.rl' t.ul lf;rn Att~1 l ~..:. An,endment to Agreernent of Purchase and Sale.( ' " ~, r- t r.,,. I ' 1).., fl..-y P!oi l ~....;,l..,_,w o 11.. t-o' ~ f r 7.. "'I,.._.,., -...;1.-t r, ~ ~ t'-4 o'.: u.,. c 4 Ali " # 1 lr..::" 't;t "> llc:-r a~ a'""'''' Fo'f...,.... ~,,.. ' " ' "..,.kk I!\.t.,.!..._...,., of,.,.~, I'J'lllr'l w all (lbc.tfll,.,.l.,.!uoet!ut>ubi lloc! c lpl'rw~otf "''" '"" 0 "'~~ A~,.nr.~r ~ ""... l l'r\l>f'j rl '- 'r { ""''~.,., {{lll tl\lu:i \HI1> 1l1f' v l.r7t 101' Jt "" t.'f 'i!l:t ( ohl<lllt.ltl AI'P'".,_,. '" (lhr ~( t \!l,j'l>l".,.,,..,,,,~., 1 '"all ~,..,..,lr >i "'' "''~ """N8of '1ofA? f1~..>1vlfl " ' t.:<~1>rr '" IUII'I'nw'I~G...,...,, '"'""'"'\)~!lug,..,.,...,,..,.,,., t... v, J1,., mrl.,, "> r ( Of"'.J '""'' (11;-c (!nl At'\lfl1ttWN h~~.:! n~.""~' t>f Stkr l cmd"<un. Ill 1~1 <lfiiii:i.o.l r '"" IMII 1 >1 "'''")''),,! th; I To"f""""'"illt!lll l ''""'~ ( );o~re~ IH>;C'I... topt>ftu rc IM J(ll' AJP9lK;t.t lfi, bime fcfrnrll I! l.r,~;,a' 11-of "P. ~ i llp -nl lm" II. 'i,(ji('i... ll rl;)<(' ih\10:1\j.,fl'.r l'o>rrt... t,.,..( 1N\11&2:j!.I'I'!IS11:d 1Nj1 n.,(ijuiiiiii11>o'11l ~,., drtw llfl Olol~h "'' '1\lr> trlu.,, \! l ""' I'"~~ i ' :t ' f'~'i" '>C'' d r,..-.j rt lh \' >1~ ll,t~..:,~l~.., ~~~ lht P '\-( J!), hl<l tta ''"'lt<o:ttl lr"'iiii Oil'wt,:n'>t'nhl;t..r I~~< l.:.r!i "nf H>t t n,.!, '' o>lold:»rn~ t)'.( ll\f ano.t!!~ < >lit u! < l!npl, lfij "'o:h r~or::t f!)l n -'IUjn -1'111 fiwiitutn ~~ UUIII ttt"ll' I. 'I"'" ll;< nfl,.., 'I Ill In~ ~Ul\ hxii l'tr ~!t.,f 1\: tll~r<( \Jilt..: It\( a.'!d f> J ~~ ti.ll4 lt>.'ll lha \ttnldl) of If I 1 \ ll<'flnlnl! JIIH1l lttru<l( I llli"'li" ".>llflftn\ I '; "fli Tij; that All ft~i fi'oim~m 4r~ ll!:t.iiu:s~i M'l cru! 111 I~ It \I Jo..o,~ ht!ort; "hlft~t1. II:< tcm:w\okt,,f rht 1.:~ lt ;JO.J I :ni-1~ tl an;.,.~ J; ~~\>n.-: rhc- pwj".fl).:.r lhc \.:11-n.. uh J'll fu1tbfr J>btt!JIImn lhrtlt i"l''"" "'' lh"' lnlitf anj Df,tU llau ''"""1-.1 1l ' As;ccn't" ' lip'~" b, coiw.iqn of li11'4 thnj b-1 1'""8 l),u 1\n'I<C'Mm.er l en vt l'<'h H lhi" ln\" n llblt!l~r r..ll:s.5 t-,nnr t>-.1\lsr-.:~n.n Dgs~-r 11'!3! lht Aer«lnr."tll o,jj u 7 An~"!~Jt;'r. \ ' tho:-~, lt:lll t..r tf' "'nlllttlnl Mt'lt" 1\rll r, ~~toni,.,51 no....,... ~ t<ll s~, ntvtl'l::lll ~. t fl

111 94 IRREVOCABILITY: lhis Offer lo Amend tf:e Agrcomonl shalf be irre,ccob/e by 5 :!1~!.,s~a., i"su)"l~r. tmto! ~-~0 p.m. en tho.?... doy o!. AP.fi~ , 20 '~-, c~er which llrr:e. 1lnor owlptnd. lhi! Olier lo A.-r.end lha Agr~menl shall be null ond void For t~e purposes ol!hu Ameocf;nenlto Agreement, "Buyer includes pur.:hoscr o d s~l :er' inclvdgs vendor l1rna sholl in oil rospgcls be of!he es1oncc hereof pro 1id9d lhotthe time lor doing o comp 1 otir.g of ooy motter provided br horoin moy bo G-dent!ed or abridged by on cgreoroonl in-. ling signe-:1 by Seller and Bu,or or by their re1~cli,~,o1icilors w~o ore hereb,- o<pressly oppoinl~ in this regord All other Terms and Conditions ln tho aforemenlioned Agreement to remain the some. SIGNED. S!:ALED ANO DELIVERED in" presence of v-~-1. L-t..... ~--z- -. ('Mirenl IN W I TNESS::vl--ereo~ I h ve her~~('}~~ my hond o~d seal: /2 I' ~... 9'?'~ DATE. t=;:;>!se 1 o l (Seo~ I, the Undersrgned, CIJrce to the obc>'j!:l Oller 10 Amend lhe Agreement AlED AN') OHIVE.RED m the presenc9 of. '\ v---~-- ISacll DATE. rho Undenigned Spou$17 of lha SGI!or h.!reby consenh to tho Amendments hereinb,fore ust ovt DATE {S..o~ CONFIRMAnON Of ACCEPTANCE: Nolwitlutonding anything c;onloinad he ein to the conttory I conf11m!his Agreomont with all chongas both typed ondwrihenwcnfinouyaccepledbyouporliesot9=?.~~.m.thi1 ~de of...?if.rf( , o.j~. ACKNOWLEDGEMENT I acknowledge reclripl or my sjgned c;opy of this octeptcd AmendnlBIII lo Agreement or.d I oulf-g(za lhe 8rolceroge lo larword o copy lo m)" lawy... DATE!SJYo;l. Address lor Service DATE Buyer's lowyvr Address. Emo1l... fei.no Teii'b" rn h c~""'"'~' f! ~IICI! ~f.t \fo~? :'ld "=!!'At10i31 119> "'""'~ td "/'"" <:or.cdloo lee:! llg'o f:y "u~<gfig,. tctfaj ar.rlldral.fit ra~ If~ ptafnt o"t0 1 - ~o Ott ""'It~.,,.. f Cl~ U11d i"d'' tunm ~ o t.e" e....\"".. ~,.. I CU~ : "!l"" '""'''d l'-1 r,.., was ~.. "f''<! l,y OtEA t..,.,....,...,j,,~,.,._~~'2".,1 dt.,.rd::. u ~d Klfo1.'"t ca 'I A:ttot *".. u11,. ' fp'"~"c o" '' p ch bi N = Ft... th prlc.,, 1'141 c.a" '' ~ ~ OiEA 0!\ t""ct.,.. "'"..., p ~ """9' :Jt...,r~IJ me )lo~d poe i«" p~ 11oA OtE~ te.:ar) no ktb,,., fa ~"'Jllf \IM ~~,,., ''~''"' onn 120 Rt"11sed 201 Paso :1 of :s WEBFomts IP Oec/2015

112 95 ~lea Onllrla llnl f<loto ~ As:oclatlo~ Form.500 Ftt "'' C,. t'h Pt.d'IICI J 011ta,:o Agreement of Purchase and Sale Commerdal REAL PliOPERrYr AdJ...!:?}Q J.:!bJ..MQI1.~.RQ.N.? '" lt011~ 9 ~ l~a.w.~.t s!dv ot.p..~!::mqmk.!l,qti!p In f1t. J.!J.!rL ~AM.~.R!P..Qf? , ) ' by nogotlablo cht\uo poyab!e Jo.... ~~.~-~!.'!'.!~~ : , "Oepa>U llalc!er" 1o bto held., ~ull p&n<llllg corpplotlon or olhar lerm]nol\o~ of ihb Agrt"""'AI and'" bo cr~!awanlllrc l'wcham Pdcc an c0<11;>lonon. f.,.~~~ ptrpc1111 afth! l\g1>gn:onl, "Up a~ A«tp!onal dial moon dlcl f.o luyou ~ reqoirocl II> doll-11o dep<nilla II< Dcpao~ Hol<ler w!ll.ln 2~ ho~" rl il.o aa:eplonca althll Agleernenl. Tho parne.o 1o lhrs AllfiCIJIO I hetoby admv.~o tl.or, unlou ol~.,.;,.,ptgyid.dlot r,jl,j, ~ratmon~ rh Dopatll Halclor ha1 ploco 1111 dcpotllln In th Oepalll Hotdor'l non-1n!oroll bearln1jical blolt Tnosl Ac<OUll ond M Wo1111 d-oll 'bo earned, rotollltd,. porj on lhe c!epa>ll l!uyer agreru to po)' tha bolanc a~ partlcultrll' ot our in SckMul A attoc SCH DUU[S) A... B... b:l..~... -~0, ~ - ~ alla,?tecl hercta fonn[s) part of tl\11 Agreement. 1. I!IRlVOCABI#s~ orer shall be luevc"'blo by-~ -J~!'~... 1?!-'Y.~~-....._ unr :l.~i.iul... p.m. o../}- d.. ';/b...] dgycl.~... ~ r..~.~.... ~......, 20..\.~..., o~or w!:lch rlmo,lfncl aecoplecl, 1hb / oller ahall be null a d...rd and tho rlepodl U.aft bo ro1o1n,gb die h~tr In Ml wiilloll lnlettll. ~ COMPU110N OAT : Thla Ag...,o.,ont al:oll bo colllpldtd by no loter ri!cr.l 6.0<J p m. on!h... :~ day ol. ~!'..!~.'!!Y!!l.!! ~!!!.~~!. ~~~!!.~: ~ \Jpon compllliu'\.,._,, poucod.., ol dtc propl!rly allan be gniiiiio tho ll<lyor ontltu cillt""l'" prrri!dod for In!hh Agracmonl. INITIAlS Of BUYIR(S)r ~ INntAlS OF &ELUkSJS)t ~

113 96 a. NOfiC!ih Tl: Se!ot ~111by cppolllf ftallnlola 8tdlwg GJ oa "''"' 1"- sao., IGr lllo pwpo1o of amne and rtc.mne nancu JUIIIanllo lhh AsttMIIRL WJ.il'l o Btaurqo ~r' lroloto; J hat1111md lnlo a rytajinfalfon VB""'"""' vrllh!i.e ky r, 1/11 8ll}ltl herw[ appillnu lh hyer'tlrcliig~ OJ agllll for At purpo11 rl gl'l!ng end recal'mg notlcu plnlart lo If,!,,tern0111:t, Where Btokaraeo roprattiiij hlh tho 1«/.r cr.. the IU)III fmultlpta rapi'q..wtlaf!l), lha lrolca,.a 1haU 11al loa IIPfOia'-' "" outham.d to loa qtnl r.r tlltlar lltt 111)'81' or lilt Ulor lor lho pvrpon ol11v!n& and l"'llehlllg t~gifct lvrt nollct Jelall.g lt~rero ar p<mdtd ~~ heroin ah1 llo Ia wrlllog. In addillon lo c~y prtwb!oft CAII'Jcll"od.,a!a end In OilY S:~eallle.htrt!o, 11!1 otr.r, any cav...rw-dhr, MKct of oetej:(o~ta!jt.-.ol or Dllf 1telb lobe gltwn 01 IDCZIIvld ~muarl lo Gila Ap.-N or Gil)' ScM.!!I. "-oco (..,. rj 41n, "Docurr:oftl') ""dl lot Jat11td fllvt 11"'1 rt<ei~td whtn lfollyar.d potjon:~ur ar bond deimitd to lht Addrtn fer~~ pav!dm In fla.ac'olotlfl d84"'&111 btlw,! W!.wa o '"''"'''' niiintw ct..,on addr&ll II prcv!dt<! h... tn, Yrhllllnlnlllll~od Jt<lnJnlc!lly to_lijt~111k ~.9i"tt~~G11l od"fuj, t~ipicllvwj! In \IIliich CillO, lhtd;n::iutalijdgiaparty[partltj)jllohedoemodtulurr,.,al..:.; ;.",.. ~ :..; 1 : ; {;~~:_ 0,i..: : ;. ~..... ~i,:,a){ No~...,. ilili.:oiyoific;,;j:;,;;;os.~.;r... '~ ~;;;~:: ig: ~ : :;;:;d~i0r~r ---- r,.4 ~ ~... Emcll A6drau;.~PY.~.$~P!.~~l'.:~!!lo...., [.,oil MJre.,:.~~~.~ ~~~-~!.!~~~~~....,,...,._'-teryq~l>c:i5wtgrtl1tsa:a:,fj ' :.!~ ~n faiiuj"''j 4. CHAmLJ 1/lfCWDIIIr..., ,1.:\J.. ~- " """'".. "",._,,.... u;ij" Cllhtrwbe11c!ld In IIIIo AQrt"""nl or any Sc~&~Ue hrelo, S.lltf osrw.u ro MftVIY 1111 ~lllurtalllld cflcr.iolnclvdod.. f,, l'trtllo111'11ce "" fro~~~ allikols, tnamarvn.,.. or clolnu oltcllf.a 1M told ll.l!ni ancl cflar.o~... t S. rtxiuw IXCtUOIDI _..,...,...., '. " i,,.,..,..,,,,,, 0' 'f ',..,,,,.,,,,,,,,.,,,_,,,,,,,.,h ''"'htoo.. l o O,.oo ' -.. H-ot.."00oo.. oolfooool,.., 1,.,.., 1,,0,,., 04.,..,, 1, 0, 10 0f "-'.. I.. OooooO ooo OUot.. OOif..., _ ,_...,,.,..,,,....., ,,,.,," '''',.'' ',.l o o.,h w o w "''''"'''' '' '"'"'"'.,''""'""''",.' " ' 'l'looo.,..,.,,,, ~l l ooo o o,..,,..,,,,,,...,,...,..,,,...,...,.,,..,,,., '''"' "''' ,... h_, "-"''"~ e. III!NTAl mms (tl\llvtllnatacu o,... ".. Own]J 1\e f~ oqulpmor lllllllled IIIII IIOt lrdo.llled In lho Pucholll Price. 'INiuyer earop ro - ""'"'rcr cor~~toctt~. f alf'jmollle: , _., ,..,......,.....,..._ ,......,._,_,...."... ''"'"'"''''''''"'......,_... _ 1.,,,,....,_,.,,,.,,,,..,u.uu.. """''..,'"''''.. '- ''''"'''"'- _,_...,... '''"''" ~,,,,.,,.. _,.,,,,,....,...,.,,..M.,,_,,.,.,,...,,,,,..,,.,,..,...,..,h"'',.""'-""''"' INTlAU O'IUYII(IJs ~ li~~""~".c::::.ttir..~~... ~=--s~,.:;..~~~~~nltr.=... ~. r-1110 I... IOU fa.. I el 1 _,.,..Otci'JOit

114 97! I J I ~ ) qohlilon Dola!lo ojromt~o ll.o hilolo r!top<op<llfdihh o~n P'"' on:l~~ ~ff~~!'!ij if,bly ~~;:. he~tn h! bor~flhe Roqul\1!1011 Dolo or J -.c dolo on wlticlllhe rond lc!n> L11hh Agro1monl art M1Jod or o!httw1'4 ~f~. 'f.~l~j _:~~)'1 r:~:!!' cornpollon,lo 10lhfy hl111e! INII dte1~ ~ oro nn oull!ordina work ot:lllfr or rlolocjm!of nclko1 a!tocr~,alh p.o~ r ty.ih~>l.(b: ~~~.;,;! ti~ ij.!\~!!}!.~!~l....,....., ~ rrt:r( Ira bwluuy conllaucd arid lhollho prlllclpol bulldrng llici'f b41osurd oso ' lrh~ c!,lira. s.n;., hor~ c.cuonl! lo ~~ rn<nq,.!iyo' alher B""''nmo:or31 ogonclul rt:laorlllfllo Bll)l<r dolalb a/ ' cfl!llanrllog wmft ardon ood dolk~."t netic oflc<rtna t.o propo r ~/. an:/ Sollor oite lo.xocvta and dul u h lorlhor oud!orlzonons In rh J rogetd 01 Blftrlf mot roo>ot-*lr 11qulro 9. flltulie USE s.n end!.yat asrool.oilho.. hooropr... anlollon or"werroi,r, ol Dll'f.111:1 rhotlhc '"''"' ljlklnded ~of lho ~ ~f B"l".f-_.. orw~lbolowluloju:o;>losrr.a(mj{ie<:r"fjc.cfl.,ptov;jdfodlllhltaii'oo""'n', ~ {p! 00 ~ ~ ~~ ~ - \ 10, 10Uz Prw.dcd lhcl the l~olc lho profert( I good '"d f:u ~om all re;'>!et: reillldloal, c!ilrgu,llo11, cad entumbn.r<:o oll!!pl o1 at!w.,iro ~ spo:tilia>lly P"''llrkd In lhu AgroCITo"' and ot.d "'"'111'' for (oj on ghllrod nlll)ltlloru or cr>iiooontail-clrun wnh rho land pnwding!l.cl suc:h ""' tompl ed w!lh; (lrl any roa:s~~:rcd rn...:<lpuf ogrvomfl!lb roglsltood OEJalllnll'l,b 'l'(]lh p bhc:ly rv(!uiotod uiw-cs.,..,.rdlng~uch ~- ~eon campi!~ witll, or 1«1J Ity hos bun po~od ~ 0111trra corop ""' ol\:l c... pl.tloo, a livldonc.d l7t o lo~or &om tho 11lo>Onl mv :cjpal~ J 1 ngvlota:d uli!&y; 1 1 any rvlncr oawnenlslm tho su1#1 ol do /c.s;lttt orll!tpllorte "'"''"''., doa P"'P tr or ocljoeonl Jl<oprrr~.. ; D"l' c.a1cmen11 Fordralnag!, slorm 01 so.,i!dry /IOWI!n, ~lclrlll lncj, fele~~.lllle llrlot, cobloteltvll~lt~tt or lilllor wvlcgjwhlc~ do nol l:llllarlolly,. cfft<ll~o u:~ olr~. r ' any -.a~d all10(re>~ 1o IIIIo or 1o cnr a\11!andlrg v.:atf< andrsr or /{lt ' '" or Jo lho lac/ Jho soicl pro ron! so..,? nor lowlvlr ~. "'"dnutd, or lhallot prlnctpal bufktoe rnay not bo lnsii<ctf o,;olnj! ~~~ al :p"~ ) lho b modo In wral~s lo $orr:r and wl:lch 5eller b vr.oblo"' bnwtflng lo rtmo\... r~edt or satisfy c1 ol.laln I"'""'"'"""" and oxtoplagalnsl rb~ / J &to [lltlo!nw""'caj "' lc<our al rh Buyu on4 OrtjrnorJeo&oo, fwlill all rrla!td ~Ill at Jho panso of... So2ar), and wltct. &uyar w'll 1101 worvo, lhh Ag1tM1ori nolwlllulcr.dlno any lnlormo:l!olo otis or nojjd~olonr In rupacl ol nell obltdlons, ~~ bo Cl on en:/ and ou rncnlej potd shan b:t lc!umcd w!!l.oullnlore~ or drdutllon """ SoDer, lfllint a.,fcorago and Coq~crolhg!ro~oroao shol no~ l.o ~able lor any cool> or clornog"', SoYD o>lo Do'Y >Oild ob!ecl!as lo II'Ddt l.r auclr doy and a.capt lor any obrocl!on going lo,..., ""'' nl!l.o ~~o. I Jyor alltj'i be canc!vlivoty dotmood to~... OCQ>plrod So'lc ' ldo ltll~o prop<: I)' t 1, CLOS!NO ARRANOfMINU: W!la11! aoclt a! lho :Sdor Cllld Ouya raloln o lo.<l;'ar lo complotolht.aqralf!oonjol I'IJrchoto on:/ Sclo ol6oo proplll)! o d whoro tl.o llon1ochn wtl bo co,plolocl by ~clromc rog&r.ollollponwnt'~ ~<I AI ol lholond iej\i)!rai~rtr..rm j\cl, 1.$ , Chople; U ood l~o flecbon:c Reglstrolloo! Atl, S.O. 1991, CJ,optll 44, and any arnqifr!runlalluro!o, lira Sdlcl/on~ Bily:o- oc~n~edaa and og..,lho lira Clltchanoo ol dosing lvnd, non<ogblroble daet'lfluh ond obr lioms (iht "Ril;uhf!o Dollurlea'lond lho itlobb dtonoiio tloo SoU., or.d!...,.,..,rn 1 1 occllt ollht lllleoll<r.o Ollfto roabltvr;an ofik-rr.uulor/dced (cncl onyalhr rlocu.11an1j trolor4!'<1 b bo roglllllrtd In Rnnocr;onwr-.l!lo conopi~:on ol lhla lrorllod.. }and (I.J bo ul.!od lo c.,..ji!iotor wlo01e\.y tho lowyi1 J ruomn!l any o( lhollgquh~o Oc!ftorlCJwJR bo rartub.j Ia l.old sor>ol~ 1/ull olld nol roloa e ucepr ht auouloncowl!h tha le<rn ol o dooitmnllloblm5cn a:pih/n~r~l btrw.en lht "'ld lowyor~. Tho Ulo< ond 8~~YCr lucvoco~ly h ~cl II.., so'd lowyon b b.. l>ollll<l Ly tl.o dacrm10rl reglllrolloi~ aqrunoonl whlc~ Ia rc<dimiondod lram Umalo lrno br l~o low So<l l)' ol u,.,... CoNdo, U..J~u ol!oorl.4ao agrtrouh by doa 14"}0<, >uc;l. er<c~o s of r!.t Roqlrhlro Oohvorlo1 wrll occl/f lrr tho oppl=oblaland Tillos Olllco svc:h athor local/on GQIUObl4r lo \ro6t (~,. ~...., \3. JNSPlC\'lON: Buyer ack,.,v.lcdgm having had the "''I"""'"''Y 1<1 lnlfioci rlooi" P.,.,. and UndtniONf, sl.ol 'l'"" o<cop!orco of'"'' olftr a. oro.~,on boa blndrns ogroamw a/ purchosa and IClo belwac/1 Bo.yot an:/ S~br. 14. INSURANCE: All bu ldlllfl on flo& pr~lf)l ond oft olhor!l,tngs bol'8 purc:hosocl droll ba ond ''"'oio u tl C""f'lor., ol therh~ ol 6oS or. PandA!! c.ooopfouon, So~o,.lloU hold ol lnltln>nco po~clu, If Ill>\\ and lho J'IO'ttds fareal In lnl~ lor!ito J)OrUo>as lhlr lrtomu llib'f t:ppoor o d In!he cvonl cl 1ubslonllol damogo, B..ycr may onhor lonllloota!lb Agrocmolll D<".d ~... a~ """" pard rotvrnod """""' INtro l or docluc~a~ or else la~a lhe P"'cood ol ony lnju cnce and Cllfllp!okr d.o P''"'"""' Na '"'"'""" ~\al bo ~ n fotrod o <""PioN... It s.l!t h lo\lt!g bod< a Chor17/ Norlgogo, or '"YY' lsau.:.unlnq D Cl-.a ao/mcriqog. a uyer.hola'jl!h Solar '!"f ~ blo ovlcltilca ".' lldolj<lololnui<lrw:tlo prolo<l S.Ho ' '" other mo laaaea a '"'',..at o" campfelion..r 4, INITIALS OF SUUIU(S!r czp fom SOO P.a>ld 101j flog :s of e W 1FOnN.CtcllOIS

115 '~\ 'I ' l;. u. PlANNING Ac;T1 Thb.-g,..,,..., okdlio or1dl"" loc111o! on lnltro>iin,._ P"'f' tf)l only Uh~.$.1&swuhn.osulxlh!Jion taatrolpto\h!on& rj l~o ~~g Aclloy cal'lplellon a~~d &.~.. CIMMnlolo proceed iill11 ~ or M t~njo to olllvl~ oryn.. &e~~r cor.,tnll>, co111pll!!or.. 1 ~~~~;~r/ 18. ADMTMINTSI My ""''.,ol1ljo~ lnloro~. roaflr la... lt!d.rdlnq lccol IIIP'O"ll!llniiOiu and Ullllll!erd pulollc cr ~!1 llillty cl.or;o Blld unl!lole~td co~ tl fjo~ "' o~pllcoble, lhclio epporlfoi\od..,d oj...,.d 1o lhe \lay olcol!lplollon,lho dvt a! complolllni Qoall ro ht OpjJOIIIanod 1o byll. 19, tlw UMITSI nmt thcll fll o' NfjM<Iollo Dllho tsiiii<i hertel,,o'ifdtd ll!ol lho -.. tfotdo"'a Dr _,p!.ftng cl QnylnOllorprP<Iclod for!ltreln moy be ue!lde4 or abridged b)l ooaommerj In wrltn; slgoed 1>,!ellarond e.,., "'">' 11-.el rape~ ~~~~ wt.o moy be.,.~air o U!ltalfad In IMIIDSOrd, 20. PAOPJlTV ASSUSMINTI Tht 111)'11' olld Stl4r lwaiy oct.-r.dgo!l.ollko Prom<* el. Onlllllo hu lmpl.ratl!loc! cvmonl vain VU.PII\tlll end ptoptrltl IM)'Lt '"'u"mci an on odnicd U lvy11cnl Sllfler agnjt d.ol no dalm wl2 bt mode aflllllll"' 1"1''"' So!!.~., tjtlf 8rd:an:ogo, I.W er Scloq»llon, r. any cllo"'!lllrl ~rt( lax en o ru~il "'" IH~&elll'!llnl ollht proporly,aovt o~d PCtpl coy flnlf rly '"""!hal Decllltd pilot IO 11\t Clllllpltla~ of rhto fraiwidl<l, 'I.,. 21. IINDPJMyfeftdoralda(~ll\.,.,, at mo..,. hortuiidttny.tllladoupon Softer orlv)'ll uhlrll~ll oiiiw)'oll cnl!!e doymiiiiico!if'ldloll. "'-Y shoo bt!lnlemhllib l~o~~cla dnllvj on o fawvir'l!nj! ete1111nlln fr llltm of o llonl dro~, corll~f~ ~oquo or~.. lllloolor u~n111h lar;e V.!~t Tron.r.. SyUitn. 9 b,.. tij A.S.O.IUO r6 ~~EBV ~ ti J4, UOAL ACCOUNtiNG AND INVIR.ONMINW. ADVICfl Th porsu ~8' hll any W 11allon P""ldtd loy lito lonl\.rogt II not lqal, lip Ill on.,.(llln~d oilodc.,..-.llkt II IIDli ~ ncunr.~~ndtd lf1al!lie pai!in allla!n mel tpe~dcml prof Nil-' e<mca plfot lolllllllnl! lftlt.,_1! u. CONIUMIIl RJPORIIr111 IU)'tr It he,.lly natlfltd lhle lenuiiii' "''" c.nle~lnlftt credit aii/j/w penom11nfonn IIPn 1n7 Ita,.r.ITtd t. lit '"""'"''ft wflft thr tnmaolfloll. 16. AOIHMINT IN WMIN01lllh.,. '' CCIIlll ct 0t.llsc"'f'G'ICY '*""'" aoy pio"ljian addeclro lhh,a;rumlnl p~~ 0"1 Scllrd~~ awacllld htralo) 0!111 a.y pt91ld.., 1<1 rhe lhlculord,..., p01~<111knol, """olcld ptrj<iilot oha!l~~tporteclt d.., ta~d-4 p~atl pio'i!iilllllo lho nlenl d cuc11 conllict Dr ll!wlpl~~q<thll ApataullaeJ.odi"' '">' Se~.M" o110elod hrttllat!f'. R caoji"'" r~.. W...,_..,,lllt.lwetn ~' onl Stier. 'llleralana rep~mnlallan. Wllml\lly, m oiiijirttllltllloroondl!lon, wldcll alltd1,11!1j.aqrt '!.,, CIA ~ lip'tuad,.1~. fwlloopi'pam alllll 1 "&,.....,~ h~orm1oq -clor e~~d lol)'al ruso1putd!a~o~r. Thla oforioii~a.b l11 111!1 lltlll arw.orgtl cl;anlu ot UIIIbortoq4jlred b~ fit coi\!iif.

116 99 SJON_nt» ~Oiolho prosonte of. --.~~... ~.... rmiiimii IW!iix' i""''"''' ""' fii,i~i~~f'''"''' ,_ DATE (Spou") [S... INFORMA'JION ON IROKIRAGIISJ llsl\lls am.ras -~~-~.ltti.. ~~~ ~... lii.no 1 -~ql:.~q:~l-! ~!BJf.~~ is;;,~;;;~~ti;~;j:j;-,;;~ ~ - c-p/&jfu&rowoo.~q~.~.m.~.~a~y.nj~qw..@it.!.\bj.9)..!t.fg,,,.: foi.nf... (~!~lil9..:tl~.q ~l~~ihqm.~......,.,.r ,.., ~ ttjiii"'ii\ 8lW:ef NOIJII \.,. ACKNOWUDGIMINT I aclul"""i.laa Ntt!pf of ftr( llgllod con el this occap!od }frumclll of I..Qnowltda roc:o 1 pl of""/ 'gnoil copy of illh ~ d AQ~t~~t~~o r al ~~:.:~~~7.&::~,:~-~~~~i~ :::~.:.~~.. ~ - ~ '.:~.-:.:.::~.~-:::::~.~~~= =:;~ ~:-~: :~.. : :::~:: : ::::~:~: ~::~:::::: ::~ - -~~:.. ~ ~ :~.. :.:: :: ~:~ : =: ;~~~.:.:.. ::..~ :.~. :. :.-:.~.~... ~ : :::.. ~:.. ~ :.: : ::: : :: : : : : : fei.no ,, To!. No..., ~,~.,... _, IYyor'alawvor Addnn Adclrou f,qit... _., Eot.oll \lNO:""'""'"'-"... '"...;.t;iiio:.. - """" FOI OfflCt lise ONlY COMMIIIICIH 11\IR AODIMIHf... " ' " '""roii.ni~ "" ""iiijin;;,' Tr. C ~ lco~:uo illo!~to;'*'a Af/ot..eol oll\rdoom.,., s.ol.:... " r. ~"""' "''""''""",...,~n~~ ~ ~-of~... ol!lf.$olo, J.~ttt\r dtdn lloollil moiiijt reca...t or IOColt blo by malo CGMOdioo...,rloat... c~~om... ~'"""'"'""'" ~ll lll. wjoa'*'lo"'olrtlooll.rololloorollal~ rearwli!a..,ihollrolrw.'ilbogmn.. r.j,a1.,.,iiot oc:-k.:o..~..t.._,.aniii.,u..~!f fy oolu.. d '"'' lot.aojtcl.,...,a-"""'~ rt..~~. ~~ 1o ~ <lo Til(~ DlonD crul "'dat.. r hmul dao of lllo,.,,.."'t AO"...,Iol """"'" ord Salo...hlro...W. AY :. -':?"~ _.. ::~~J,.;io;~i-.irlii;~~-,~r..- - Fo"" 500 Rl'll>td 201S... I.t I we:bi'giiii&soidzoi

117 100.%" -:. I Schedule A ~I!A OGt,~,Aul&tal ~ AalCIICOD '., Agreement of Purchase and Sale- Co'ntmerclal form.500,,... t..... tfoo' ~!':. ' ~ I

118 101 SCHEDULE "A' Terms and Conclltlona lllltli Schedule "A" to the Offer to Purcllua m.tde belwaan NSS HOLDINGS INC, (FOR A COMPANY TO BE NAMED UPON CLOSINO)u BlrJar ond THE FULLER LANDAU GROUP 1H IT$ CAPACITY AS THe COURT APPOINTED RECEIVER OF STAFFORD PROPERTIES IHC.ts SaUer. t lht Buyer a gran to pay the balance or tho purchas prlc., In caah or by certlllad cheque, to tile Seller on the comp(edon dalt, subject to tha usual adjustmonts. The pal'tlia ht rtto tekmwiedgt and tgretthll the llanaacuon contemplated horeln latubjtct to tl\a Hermonlztd Saln Tax (lhe "HSr'l under the EKclu TIX Act (lht "Act~) and lha purchase price clou notlncludolhths't.,. ~. The Offer to Purchalt, whtn ttcepted by the 8ellar, thai! bt condiuonalupon the following conditione, which condition the Stilet and the BuytraGknowled~turt ror the aola benalll cf tha Buytr and wfllob condlllone may, unllalarauy,ln full or In p1rt Within Ule tllnt Rmllld, by notice In wrftb1g to till Seller or Bnoncnor, be warvacf by lha Buyer. (a) (b} (c) That tht Seller has provl:ftd allanvlronmtnuii reports and atudlet In Ita pot~eaalon and came are Allllac!oty to tht Bvyarln Klaofe and absolute dlacretlon. Tht Buy., ahalllw enutlsd to carry out, al IW rtak, llliyjicallnsptgtlona tnd tub of the lulda, and building md lmpummantl th1rean lri a proreutonal btlltdlng Inspector, englnear, or tqulvalen1, 1111!1 the Buyer tltalt be aausntd rn Its sola a11d unfettered discretion wllh tilt naultt ol auallln~p~c~ions. Provided ru~r that tht Buyer thall en.ure that the proptrty It fttumed to Ill orlgln1l atlta following Ita lnspeellons. That lilt Buyer hn IICVttd raorl!laga llnanclng on lheavbject property an terms and condltfon1 taut factory to tile Buyer, In the 81JY1r'l aolt and absoltrtt dlstratlon. ' (d) That tht Stlltr hat provided to the Buysr with altue cepy of tho Stttlmlt Inc. lta11 and!he aubltlltln favour of Aecon, and tllll tht Buyer haa reviewed and Is eauiflad with thtttnrnt olumeln Itt Sl)!ttnd vnftlttred dlsottuon. Should tht tbova conclltlo111 notbuallltled onwfwdby thtt Buyer, on or 1Mfore5:00 p.m. on lht 60th~ ctlencltr day foi!wiing accapfln:e by ell partes (tht "'Condlifon Dale") flen the Agl'88flltflt fomlultled upon the IGCeplllnce thereof ahall benur 1nd void and the dtpoelt ahlll be ratumad to tfle Buyarwllhoutcleducilortand lhasa!lertrllflllabuylr ehar bit ulldwno obkqallonorl!llllllty In rttpect of anything contained In thl!l Agnamant il.r arlelng rrom lt. s. The Seller agreea to provldt Buyor all plant, tped«cetton and drawlnga Ngll'dlnglhe ~ on 1M property, "aa IMII!r', n well M all manuals Rltting to lbtul88 and equipment Included In Ill purahau prfc:a, to tha elfllnt ~ n within the poaeeelon or control of the Seller, within 1& c:altndlrdaya foucwlng acc.pt.ance or lhla tgl'ftfl\lnt. 7. l'hl AQreement shall provkle lilt 1flt Buytr hu llaht tlld Is ptrml!tlld, prfot to lha elating or thit trlnlaction, tgn the Agreement and ad the bl!llfttl ccnt.tntd thfn!n 01' tht rfghlli Uldar 111 AQtMm1n1 to a ccrparallan Cl carporation& wt\ltmr or not JII'Mfntl!f In alltii1ct or to belbmlld.. pnmdtd (I) lh luv«delllllrs wr111en r:otice of luch attlgnment to the Seller togi!mf whfl the WIMan ccvtnnt of IUCh ualgnat agrtelng to bo bound by lha pi'g'ai!ontl of lhlt Agrttmant of Pu!Chat nd Sale; (11) the Buyer hu walwd Ill of lhlr canclltfona ~ant ttt ollt In Sec:tlon 3. Upon compdance with the foregoing auoh llllgnmentlha!l bl eomp!ellt, and lha Eluyer ehlll aftar euoh agmiant be rt!eued tnd dltehaf91d from lllv cbllgetlona ot llabllltlea under this A;reemenL,.... b.

119 102.. /{.~ ;j( :.. ~: ' :':~- ~ 8. The Parties to this Agrvement aef<nowled~ -~ iha; A~ have motbrr.endod 1hat they cbbln advice from their legal Counsel p,~o~ to ~a,f11a D~mtnt. Tho Partes further acknow!adga thal the lnfonnauoli ' provided by the Agenl Ia not l&gal, accounting, &mlltomtn!al or lax atmoe, rih Patf!!U w cautioned not to rely on any euch lrtfonnallon without weldng specifio probslofv!j advice with!ripk( to their unique cii'cijtl\8tzlnceo. 9. ThJs Offer ID Purchase and tha acceptance thereof and 1J1Y waivers of conditione or wrttlan noll cas ahan be bound and aufllcrentfy glvttn arid NCeived if copy ofaame, duly ela!cu1ed tnd, where opplleable, Initialed by the Plltfie to be bound, tntnamltlad ta the olher party or their soneltcra by teleeopler or ether l(znllar electronic franlmlas!on facllllla and aiich lrai'mli11mion &hall be deemed to,..,.. been given band received by the partlea to vmom It 18 addi'gsied on tile d,ay 1t 18 trans milled If franamltt.ed prior to 5:00 p.m. en euoh a day 811d, othlrwlse on the day nejill'oiio\iiing the dal8 of transmlaalon, prowled that If au;h ct.y &Its on a wegkand or estawtorv or c:mc holiday, then auch transmlsalon Wit be deemed to have been given and racelved on the bualness day next fotlowfng auch day; a copy of ar~y such transmlulon with the artslnal algnab.lmllnltlall and, wher& applicable, corporals Hal, shad ba provided to uch of the paruea to whom sueh tranamlaslon Ia addressed or to their 1ollcltora within ten (1 0) daye from the day of such tran1m1111on. ~ 10. In the event of anv conlllct or lnccneletency botwoen the pi'oiifalona of thla agmmont or Chla ~edulo "A", tho provlalana of Schedu!e'1\" ahallgovom and ~nvau. 11. The Buyer undenltanda and agreis that tho fl&le:oi,~a P!operty Ia ~a J~g conducted under a courtappclnfl!d recelverablp procaas 'an~ fj.,p.ubj~ ~~au~ approval and that If approved, title wm be conveyed by way of 1 ""''ns order (the "ORiel''). The Seller wm uee reasonable oommarclalelforta to obbiln ltli aala approval and Order u aaon ae p~ctfcablt and re11onab!a fo!io'mng the ~it of ilia ee'ncllllonai'pi~od.lf lha Order Is not obtalnacfby May 17, 2016 tille Agi8Glllent of Purchaeaand Sale ehall be nult and void and of no further foroe or elrect, and til'! deposit a hall be returned to tha Buyer without dedu~on... : '.... The Onfer tranafor title lxi the Buyer will be fr'lto of en1,: notfq. of lelia, chargee, mortq ll or aec:urlty lntemt. The Buyer \IIIII executa. anct, deliver on c:loslna an agreement In favour of tha Seller and the Corpol"'llon or ~ City ot Ctmbridsa punsuant ta which 1M Buyer covenanlllhat It will comply with the Mb1cllona 111t out In ln1tnnnent. WS573151Z and lncludlna ltlo covenant to ex.act covenants from ~n ona..fn-tltle. 12. The following lnalruments ore pennltted ancumbrenc;n (the "Permitted Encumbranceaj: a. Plan Reference reglallntd on Auguat %4, 1tT3 as Instrument No. 67R454. b, PIN Reference reglatared on Apr!! 11, 1171aalnatrumenl No.II7RI304. c. Rtatrlotl'lo Covenants Appllcatlo\)~~~~ regi~~'9~p" May 11, U78 lnetrumanino. WSU31S1Z...,.. _ ~ : l ' t. d. ReatrtotlYI Covenanll Application Arlnex rlglatereo oli March 31, lnatnamenl No. % ,,.. e. Agreement regll'llred on Seplambir ~ t~i. li'iiwmetii No. 1f84883 In ravour of The Clly of Clmbrlcfat. -:.. ~ f. Notice registered on November t, ZOO& IB lnetrvment No. WRt70840 from The C:orpol'ltlon or lha City of Cambridge. :I: g. Notice of luh reglatartd on Decemb1r 14, 2008 aa lnatn~ment No. WRZIIISS20 between Stafford Proptrtlea Inc. and~ Brute Manufacturing Umllld. h. Plan Refensnca njgii~n on September 19, 2014 aa lnatnlment No. f8r1ui!i... ' ' ' : ' 1' ' ' I'...