PURCHASER

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					  PURCHASE AGREEMENT MADE AS OF THE ______ DAY OF ___________ , 2010

B E T W E E N:


                                        BUILD TORONTO INC.
                                 (hereinafter referred to as the “Vendor”)

                                                    – and –


                                (hereinafter referred to as the “Purchaser”),

THIS AGREEMENT WITNESSETH that for and in consideration of the mutual covenants
and agreements herein contained, it is agreed by and between the parties hereto as follows:

ARTICLE I.           INTERPRETATION

Section 1.01 Defined Terms. Where used herein or in any amendment hereto, the following
terms have the following meanings respectively:

“Authorities” means the municipal, regional, provincial or federal governments and their
agencies, authorities, branches or departments having or claiming jurisdiction over the Purchased
Property.

“Base Purchase Price” shall have the meaning ascribed to it in Section 3.01 hereof.

“Closing Date” means the 20th business days after the Due Diligence Expiry Date;

“Deferred Purchase Price” shall have the meaning ascribed to it in Section 3.02 hereof.

“Density Approval Date” means the date on which the Purchaser obtains an entitlement to
develop the Purchased Property at an approved density, including without limitation the date of a
rezoning decision or minor variance decision after expiration of relevant appeal periods or the
entering into of a site plan agreement.

“Deposits” means the deposits paid by the Purchaser pursuant to Section 4.01 below and
“Deposit” shall refer to one of such deposits as the context requires.

“Due Diligence Expiry Date” means the 90th day after the date of acceptance of this Agreement.

“Leases” means all leases, agreements to lease, occupancy agreements and contracts or
agreements conferring a right to occupy any part of the Purchased Property.

“Permitted Encumbrances” means those encumbrances listed in Schedule “B” attached hereto.



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“Purchased Property” means the lands, premises and all appurtenant interests relating thereto
described in Schedule “A” attached hereto and municipally known as 154 Front Street East,
Toronto, Ontario.

“Purchase Price” means the aggregate of the Base Purchase Price and the Deferred Purchase
Price set out in Article III.

“Tenant” means any person having a right to occupy part of the Purchased Property pursuant to
a Lease.

“Time of Closing” means 10:00 a.m. (Toronto time) on the Closing Date.

Section 1.02 Currency. All dollar amounts referred to in this agreement are in Canadian
funds.

ARTICLE II.          PROPERTY AND ASSETS TO BE PURCHASED AND SOLD

Section 2.01 Purchased Property Subject to the terms and conditions hereof, the Vendor
agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the
Vendor the Purchased Property.

ARTICLE III.         PURCHASE PRICE AND ALLOCATION THEREOF

Section 3.01 Purchase Price The Base Purchase Price payable to the Vendor for the
Purchased Property shall be ****** MILLION *** HUNDRED and **** THOUSAND
($***.00) DOLLARS, subject to adjustments provided for herein.

Section 3.02 Deferred Purchase Price The Deferred Purchase Price shall be calculated as
follows:

        [NTD: Purchaser to insert provisions relating to deferred purchase price, including
        assumptions and methodology of calculation so that it will be legally binding.]

Section 3.03 Taxes The Purchaser shall be liable for and shall pay when due all sales taxes
and all other taxes, duties or other like charges properly payable upon and in connection with the
payment of the Purchase Price and the conveyance and transfer of the Purchased Property by the
Vendor to the Purchaser.

ARTICLE IV.          PAYMENT OF THE PURCHASE PRICE.

Section 4.01 Payment of Purchase Price The Purchase Price shall be paid and satisfied as
follows:




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(a)     An amount equal to five percent (5%) of the Base Purchase Price as a deposit by
        certified cheque, banker's draft or wire transfer payable to or to the order of the Vendor's
        solicitor in trust, within two (2) business days of acceptance of this Agreement;

(b)     An amount equal to five percent (5%) of the Base Purchase Price as a deposit by
        certified cheque, banker's draft or wire transfer payable to or to the order of the Vendor's
        solicitor in trust on the second (2nd) business day following the Due Diligence Expiry
        Date provided that the Purchaser is satisfied with its due diligence pursuant to Article VI
        hereunder as it may determine in its sole and unfettered discretion or the Purchaser
        waives such condition by providing to the Vendor written notice that it is satisfied or has
        waived such condition;

(c)     on the Closing Date the balance of the Base Purchase Price shall be paid by certified
        cheque, banker's draft or wire transfer payable to or to the order of the Vendor; and

(d)     on the second (2nd) business day following the Density Approval Date the Deferred
        Purchase Price shall be paid to the Vendor by certified cheque, banker's draft or wire
        transfer payable to or to the order of the Vendor.

Section 4.02 Deposit The Deposits shall be held in an interest-bearing account with interest to
accrue to the account of the Purchaser. Upon the closing of the purchase and sale transaction
contemplated hereby, the Deposits and accrued interest shall be credited to the Purchaser on
account of the Base Purchase Price. If such transaction is not completed on the Closing Date for
any reason whatsoever other than the sole default of the Purchaser the Deposits and accrued
interest thereon shall be immediately paid by the Vendor to the Purchaser without deduction. If
such transaction is not completed on the Closing Date by reason of the default of the Purchaser
in the performance of any of its obligations hereunder, the Deposits shall be retained by the
Vendor as liquidated damages and not as a penalty.

Section 4.03 Adjustment to Purchase Price The Base Purchase Price shall be adjusted
pursuant to the following provisions:

(a)     Adjustments shall be made as of the Closing Date (the Closing Date for the account of
        the Purchaser) for current rents, occupancy fees and other charges recoverable from
        tenants in respect of the month in which the Closing Date occurs, prepaid rents (and
        interest accrued thereon, if any), realty taxes, local improvement rates and charges, water
        and assessment rates, utilities and fuel;

(b)     A statement of adjustments shall be delivered to the Purchaser by the Vendor at least
        three (3) business days prior to the Closing Date.

(c)     All accounts receivable outstanding as of 11:59 pm on the day prior to the Closing Date
        shall remain the property of the Vendor. The Purchaser will use reasonable efforts at no
        cost to the Purchaser to collect such accounts receivable as soon as practicable and, if and
        when collected, to remit such payment of accounts receivable to the Vendor, provided,


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        however, that the Purchaser shall not be required to commence or take any legal action
        against a tenant to collect such accounts receivable.

Section 4.04 Readjustment The Vendor and Purchaser agree that for a period up to and
including the sixtieth (60th) day following the Closing Date they shall readjust for any estimates,
errors or omissions in the statement of adjustments and each shall deliver to the other on the
Closing Date an undertaking to readjust. Upon the expiration of the 60th day following the
Closing Date the parties shall have no further right to claim for further readjustment, but such
expiration shall not affect any claims made for readjustment on and up to such 60th day following
the Closing Date.

Section 4.05 Registration of Agreement re Deferred Purchase Price Notice of the terms
and conditions relating to the Deferred Purchase Price may be registered on title to the Purchased
Property on or after the Closing Date by the Vendor and the Purchaser shall execute and deliver
on or before the Closing Date such notice or authority to register such notice.

ARTICLE V.           COVENANTS, REPRESENTATIONS AND WARRANTIES

Section 5.01 Vendor's Covenants, Representations and Warranties The Vendor covenants
and agrees with and represents and warrants to the Purchaser and acknowledges and confirms
that the Purchaser is relying on such covenants, agreements, representations and warranties in
connection with the purchase by the Purchaser of the Purchased Property:

(a)     The Vendor is a corporation duly incorporated and organized and validly subsisting under
        the laws of its incorporating jurisdiction; the Vendor has the corporate power to own and
        to carry on the Purchased Business as now being conducted by it;

(b)     The registered owner of the Purchased Property is currently The Toronto Transportation
        Commission (a predecessor to the Toronto Transit Commission); the Vendor has the
        power to cause the transfer of the Purchased Property to the Purchaser;

(c)     No other person, firm or corporation has any written or oral agreement, option,
        understanding or commitment, or any right or privilege capable of becoming an
        agreement, for the purchase of the Purchased Property from the Vendor; and

(d)     The Vendor is not a non-resident of Canada within the meaning of the Income Tax Act
        (Canada).

Section 5.02 Purchaser's Covenants, Representations and Warranties The Purchaser
covenants and agrees with and represents and warrants to the Vendor and acknowledges and
confirms that the Vendor is relying upon such covenants, agreements, representations and
warranties in connection with the sale by the Vendor of the Purchased Property:

(a)     The Purchaser is not a non-Canadian within the meaning of the Investment Act (Canada);



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(b)     The Purchaser is a ________________________ established under the laws of the
        Province of ______________ and the Purchaser has the power and authority to enter into
        and to perform the Purchaser’s obligations under this Agreement;

(c)     This Agreement and all ancillary agreements entered into, or to be entered into, by the
        Purchaser pursuant to this Agreement have been or shall have been, by the Time of
        Closing duly authorized, executed and delivered;

(d)     The entering into of this Agreement and the transactions contemplated hereby will not
        result in the violation of any of the terms and provisions of the constating documents or
        by-laws of the Purchaser or of any indenture or other agreements, written or oral, to
        which the Purchaser may be a party or by which it is bound; and

(e)     The Purchaser agrees not to register the Offer or the Agreement or notice of the Offer or
        the Agreement or a caution, certificate of pending litigation, or any other document
        providing evidence of the Offer or the Agreement against title to the Purchased Property.
        Should the Purchaser be in default of its obligations under this Section, the Vendor may
        (as agent and attorney of the Purchaser) cause the removal of such notice of the Offer or
        the Agreement, caution, certificate of pending litigation or other document providing
        evidence of the Offer or the Agreement or any assignment of the Offer or the Agreement
        from title to the Purchased Property. The Purchaser irrevocably nominates, constitutes
        and appoints the Vendor as its agent and attorney in fact and in law to cause the removal
        of such notice of the Offer or the Agreement, any caution, certificate of pending litigation
        or any other document or instrument whatsoever from title to the Purchased Property.

Section 5.03 As-Is, Where-Is Purchase The Purchaser confirms that it has entered into this
Agreement on the basis that (i) the Purchaser is purchasing the Purchased Property on an "as-is"
basis and (ii) no warranty or condition can be implied as to title, encumbrances, description,
zoning, fitness for purpose, quality and state of construction and services to the Purchased Property
or the Purchased Business, or in respect of any other manner or thing, except as expressly set out in
Section 5.01. The Purchaser confirms that it has entered into this Agreement on the basis that the
Vendor does not warrant title to the Purchased Property and that the Purchaser has conducted its
own investigations and inspections of the Purchased Property and all matters and things
connected with or in any way related to the Purchased Property; it has satisfied itself with respect
to the Purchased Property and all matters and things connected with or any way related to the
Purchased Property; it has relied entirely upon its own investigations and inspections in entering
into this Agreement; it is purchasing the Purchased Property in their present state, condition and
location; and it has satisfied itself with respect to and acknowledges that the Vendor has made no
representations, warranties, statements or promises, save and except as are expressly stated
herein with respect to or in any way related to any matter or thing whatsoever.

Section 5.04 Environmental Matters

(a)     The Vendor has not made, does not make, and shall not be required to provide any
        warranty or representation with respect to the physical or environmental condition of the


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        Purchased Property, and without limitation, the condition of the soil or groundwater, both
        surface and subsurface, the existence of any sub-surface installations or the existence of
        any Hazardous Substance (as defined below) in, on, under or in the vicinity of the
        Purchased Property. For purposes of this Section “Hazardous Substance” means any
        contaminant, pollutant, dangerous substance, potentially dangerous substance, noxious
        substance, toxic substance, hazardous waste, flammable material, explosive material,
        radioactive material, urea formaldehyde foam insulation, asbestos, PCBs, radiation and any
        other substance, materials, effect, or thing declared or defined to be hazardous, toxic, a
        contaminant, or a pollutant in or pursuant to any applicable federal, provincial or municipal
        laws, statutes, by-laws, rules, regulations, orders or directives;

(b)     This Section shall not expire with or be terminated or extinguished by or merged in the
        closing of the transaction of purchase and sale contemplated by the Offer and the
        Agreement, and shall survive the termination of the Offer and the Agreement for any
        reason or cause whatsoever;

(c)     The Purchaser agrees to release and discharge the Vendor, Toronto Transit Commission,
        successors and assigns, or any of them, from every claim of any kind that the Purchaser
        may make, suffer, sustain or incur in regard to any Hazardous Substance relating to the
        Purchased Property. The Purchaser further agrees that the Purchaser will not, directly or
        indirectly, attempt to compel the Vendor to clean up or remove or pay for the clean up or
        removal of any Hazardous Substance, remediate any condition or matter in, on, under or
        in the vicinity of the Purchased Property, or seek an abatement in the Purchase Price or
        damages in connection with any Hazardous Substance. The Purchaser shall execute and
        deliver to the Vendor and the Toronto Transit Commission on Closing a release in the
        form attached as Schedule C.

Section 5.05 Risk After Closing After Closing, the Purchased Property shall be entirely at the
risk of the Purchaser and the Purchaser shall assume any and all responsibilities and liabilities
arising out of or in any way connected with any state, quality, matter or condition in, on, under or
in the vicinity of the Purchased Property, whether known or unknown and whether such
responsibilities are imposed by law, equity, federal, provincial or municipal laws, statutes, by-
laws, rules, regulations orders or directives or by any regulatory authority.

Section 5.06 Use of Purchased Property There is no condition, representation, or warranty of
any kind, express or implied, that the present use of the Purchased Property or any future
intended use of the Purchased Property is or will be lawful or permitted or that any survey
delivered by the Vendor to the Purchaser is complete or accurate.

Section 5.07 Public Announcements No public announcement or press release concerning the
purchase and sale of the Purchased Property shall be made by either the Vendor or the Purchaser
without the prior written consent and approval of the other.




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Section 5.08 Commission The Vendor accepts no responsibility whatsoever for real estate
commissions or finder’s fees payable by reason of the Purchaser having entered into this
Agreement or the completion of the transaction herein contemplated

Section 5.09 Development Reports The Purchaser covenants and agrees to report to the
Vendor on the last day of each quarter of the calendar year following the Closing Date the status
of its efforts to develop the Purchased Property and such reports shall continue until payment of
the Deferred Purchase Price.

ARTICLE VI.          DUE DILIGENCE

Section 6.01 Due Diligence The Vendor covenants and agrees to permit the Purchaser, prior to
the Due Diligence Expiry Date, through its representatives, to make such investigation of the
Purchased Property of the Vendor as the Purchaser deems necessary or advisable. The Vendor
agrees to permit the Purchaser and its representatives to have, after the date of execution hereof,
full access to the Purchased Property to conduct its due diligence. The Vendor acknowledges and
agrees that the Purchaser shall be obtaining an independent appraisal, Phase I environmental site
assessment and engineering survey of the Purchased Property.

Section 6.02 Due Diligence Deliveries The Vendor shall deliver to the Purchaser within five
(5) business days of the date of acceptance of this offer the written notification and authorization
to any Authorities as may be necessary to assist the Purchaser and its representatives in their
inspection of the Purchased Property, but such authorization shall specifically not permit the
Authorities to inspect the Purchased Property.

Section 6.03 No Representation or Warranty of Vendor re Supplied Information or
Documentation The Purchaser acknowledges that any information or documentation contained
in any schedule hereto or supplied (or to be supplied) to the Purchaser by the Vendor or its
agents or representatives is and was without any representation or warranty, and that the
responsibility for the verification of any such information or documentation shall be wholly that
of the Purchaser.

Section 6.04 Examination of Title The Purchaser shall be allowed until the Due Diligence
Expiry Date to:

(a)     examine title to the Purchased Property at its own expense to satisfy itself that title to the
        Purchased Property is good and marketable, free from all encumbrances, except for the
        Permitted Encumbrances; and

(b)     obtain satisfactory responses from all Authorities to the Purchaser's solicitor's enquiries
        usual for a purchase and sale of the real estate comprising the Purchased Property.

If prior to the end of the Due Diligence Expiry Date any valid objection is made in writing to the
Vendor which the Vendor is unable or unwilling to remove, remedy or satisfy and which the
Purchaser will not waive, then at the Purchasers sole and unfettered discretion, this Agreement


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may at any time prior the Closing Date (notwithstanding any intermediate acts or negotiations in
respect of such objections) be at an end upon written notice delivered by the Purchaser to the
Vendor and the Deposits with interest thereon and without deduction shall be immediately
returned to the Purchaser. The Purchaser shall also be entitled to raise a valid objection with
respect to any registration registered against title to the Purchased Property between the Due
Diligence Expiry Date and the Closing Date and the foregoing provisions of this Section shall
apply mutatis mutandis.

ARTICLE VII. CLOSING ARRANGEMENTS

Section 7.01 Delivery of Documents At the Time of Closing the Vendor shall deliver to the
Purchaser all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments,
consents and approvals to the assignment of the leases, agreements and contracts and any other
documents necessary or reasonably required effectively to transfer the Purchased Property to the
Purchaser.

Section 7.02 Possession On the Closing Date the Vendor shall deliver actual possession of the
Purchased Property to the Purchaser subject to the rights of each Tenant.

Section 7.03 Insurance Up to and including the Closing Date the Vendor shall have continued
to maintain in full force and effect all policies of insurance now in effect or renewals thereof and
to give all notices and present all claims under all policies of insurance in due and timely fashion.

Section 7.04 Assignment of Leases On the Closing Date the Vendor shall transfer, assign and
set over to the Purchaser, to the extent permissible by law, all of the right, title, benefit and
interest of the Vendor in, to and under the Leases.

Section 7.05 Residency On the Closing Date the Vendor shall furnish the Purchaser with a
statutory declaration of duly authorized officers of the Vendor that the Vendor is not a non-
resident of Canada within the meaning of the Income Tax Act (Canada).

Section 7.06 Tender Any tender of documents (other than the Transfer/Deed of Land and
other documents to be registered electronically (collectively, the “Electronic Documents”)) or
money hereunder may be made upon the Vendor or the Purchaser, or upon their respective
solicitors on the scheduled Closing Date. Money may be tendered by bank draft or cheque
certified by a chartered bank, trust company or Province of Ontario Savings Office.

Section 7.07 Electronic Registration Given that the Ontario land registry electronic
registration system (hereinafter referred to as the “Teraview Electronic Registration System”
or “TERS”) is operative in the Land Titles Office in which the Purchased Property is registered,
the following provisions shall apply:

        (i)      The Purchaser’s solicitor and the Vendor’s solicitor shall each be obliged to be
                 authorized TERS users and in good standing with the Law Society of Upper
                 Canada, and are hereby authorized by the parties hereto to enter into a document


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                 registration agreement substantially in the form adopted by the Joint LSUC-
                 CBAO Committee on Electronic Registration of Title Documents on March 29,
                 2004 or any replacement thereof (hereinafter referred to as the “Document
                 Registration Agreement” or “DRA”), establishing the procedures and timing for
                 completing this transaction, which DRA shall be exchanged between the
                 Vendor’s solicitor and the Purchaser’s solicitor before the Closing Date;

        (ii)     The delivery and exchange of documents, monies, and keys if any, to the
                 Purchased Property, and the release thereof to the Vendor and the Purchaser, as
                 the case may be, may not occur contemporaneously with the registration of the
                 Electronic Documents, but shall be governed by the DRA, pursuant to which the
                 solicitor receiving any documents, keys and/or certified or wired funds will be
                 required to hold same in escrow, and will not be entitled to release same except in
                 strict accordance with the provisions of the DRA;

        (iii)    Each of the parties hereto agrees that the delivery of any documents not intended
                 for registration on title to the Purchased Property may be delivered to the other
                 party hereto or its solicitor by telefax transmission (or by a similar system
                 reproducing the original), provided that all documents so transmitted have been
                 duly and properly executed by the appropriate parties/signatories thereto. The
                 party transmitting any such documents shall also deliver the originals of same to
                 the recipient party or to its solicitor by courier sent on the Closing Date, if same
                 has been so requested by the recipient party or by its solicitor; and

        (iv)     Notwithstanding anything contained in this Agreement to the contrary, it is
                 expressly understood and agreed by the parties hereto that an effective tender
                 shall be deemed to have been validly made by either party (in this paragraph
                 called the “Tendering Party”) upon the other party (in this paragraph called the
                 “Receiving Party”) when the solicitor for the Tendering Party has: delivered all
                 applicable closing documents, keys and/or funds to the Receiving Party’s solicitor
                 in accordance with the provisions of this Agreement and the DRA; advised the
                 solicitor for the Receiving Party, in writing, that the Tendering Party is ready,
                 willing and able to complete the transaction in accordance with the terms and
                 provisions of this Agreement; and has completed all steps required by TERS in
                 order to complete this transaction that can be performed or undertaken by the
                 Tendering Party’s solicitor without the cooperation or participation of the
                 Receiving Party’s solicitor, and specifically when the Tendering Party’s solicitor
                 has electronically “signed” the Electronic Documents for completeness and
                 granted “access” to the Receiving Party’s solicitor, without the necessity of
                 personally attending upon the Receiving Party or the Receiving Party’s solicitor
                 with the aforementioned documents, keys if any, and/or funds, and without any
                 requirement to have an independent witness evidencing the foregoing.

ARTICLE VIII. SURVIVAL                   OF       COVENANTS,      REPRESENTATIONS              AND
WARRANTIES.



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Section 8.01 Survival Provisions The covenants, representations and warranties of the
Vendor contained in this Agreement and contained in certificates or documents submitted
pursuant to or in connection with the transactions herein provided for (save and except for those
relating to the Deferred Purchase Price and Sections 5.04 (Environmental), 5.08 (Commission)
and 5.09 (Development Reports)) shall survive the closing of the purchase and sale of the
Purchased Property for a period of six (6) months from the Closing Date, provided that the
liability of the Vendor hereunder shall apply only to liabilities in the aggregate in excess of
$100,000.00 and further provided that such limitation of liability shall not affect the adjustments.
Those covenants relating to the Deferred Purchase Price and Sections 5.05, 5.08 and 5.09 shall
survive the closing of the purchase and sale of the Purchased Property until such time as such
covenant has been fulfilled or satisfied.

ARTICLE IX.          CONDITIONS OF CLOSING

Section 9.01 Purchaser's Conditions of Closing The sale and purchase of the Purchased
Property is subject to the following terms and conditions for the exclusive benefit of the
Purchaser to be fulfilled and/or performed at or prior to the Closing Date or such other date set
out below:

(a)     The Purchaser shall have satisfied itself prior to the Due Diligence Expiry Date:

        (i)      with the results of its due diligence pursuant to Article VI as it shall determine in
                 its sole and unfettered discretion; and

        (ii)     subject to Section 6.03 that title to the Purchased Property is satisfactory;

(b)     The representations and warranties of the Vendor to the Purchaser contained in this
        Agreement shall be true and correct in all material respects at the Time of Closing with
        the same force and effect as if such representations and warranties were made at and as of
        such time; and

(c)     All of the terms, covenants and conditions of this Agreement to be complied with or
        performed by the Vendor at or before the Closing Date shall have been materially
        complied with or performed at the Time of Closing.

Section 9.02 Non-Fulfillment of Purchaser's Conditions In the event any condition set out
in Section 9.01 above has not been materially satisfied prior to the Time of Closing or such
earlier date as required above or in the event that the Purchaser is not satisfied with the results of
its due diligence investigations in all respects prior to the Due Diligence Expiry Date, the
Purchaser may terminate this Agreement by notice in writing to the Vendor whereupon the
Vendor shall cause the Deposits to be immediately returned to the Purchaser with interest and
without deduction in accordance with Section 4.02. In such event the Purchaser shall be released
from all obligations hereunder, but the Purchaser shall not be released from its obligations under
any confidentiality agreement signed prior to the date of this agreement. Provided, however, that
the Purchaser shall be entitled to waive compliance with any one or more of such conditions,


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obligations or covenants in whole or in part if it sees fit to do so without prejudice to any of its
rights of termination in the event of non-performance of any other condition, obligation or
covenant in whole or in part; and provided further that in the event the Purchaser does not deliver
notice in writing to the Vendor confirming that it is satisfied with or has waived all of the terms
and conditions for the benefit of the Purchaser hereof as of the Time of Closing or such earlier
date as required above, then the Purchaser shall be deemed to have waived such term or
condition.

Section 9.03 Vendor’s Conditions of Closing The sale and purchase of the Purchased
Property is subject to the following terms and conditions for the exclusive benefit of the Vendor
to be fulfilled and/or performed at or prior to the Closing Date or such other date set out below:

(a)     The board of directors of the Vendor shall have approved this Agreement and the
        transactions contemplated herein on or before the expiration of the 60th day following
        acceptance of this Agreement;

(b)     The representations and warranties of the Purchaser to the Vendor contained in this
        Agreement shall be true and correct in all material respects at the Time of Closing with
        the same force and effect as if such representations and warranties were made at and as of
        such time; and

(c)     All of the terms, covenants and conditions of this Agreement to be complied with or
        performed by the Purchaser at or before the Closing Date shall have been materially
        complied with or performed at the Time of Closing.

Section 9.04 Non-Fulfillment of Purchaser's Conditions In the event any condition set out
in Section 9.03 above has not been materially satisfied prior to the Time of Closing or such
earlier date as required above the Vendor may terminate this Agreement by notice in writing to
the Purchaser whereupon the Deposits to be immediately disbursed in accordance with Section
4.02. Provided, however, that the Vendor shall be entitled to waive compliance with any one or
more of such conditions, obligations or covenants in whole or in part if it sees fit to do so without
prejudice to any of its rights of termination in the event of non-performance of any other
condition, obligation or covenant in whole or in part; and provided further that in the event the
Vendor does not deliver notice in writing to the Vendor confirming that it is satisfied with or has
waived all of the terms and conditions for the benefit of the Vendor hereof as of the Time of
Closing or such earlier date as required above, then the Vendor shall be deemed to have waived
such term or condition.

ARTICLE X.           CLOSING DATE AND TRANSFER OF POSSESSION

Section 10.01 Transfer of Possession of Purchased Property Subject to compliance with the
terms and conditions hereof, the transfer of possession of the Purchased Property shall be
deemed to take effect as at the Time of Closing.




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Section 10.02 Further Assurances From time to time subsequent to the Closing Date, the
Vendor shall at the request and expense of the Purchaser execute and deliver such additional
conveyances, transfers and other assurances as may be reasonably required to effectually carry
out the intent of this Agreement and to transfer the Purchased Property to the Purchaser.

ARTICLE XI.          RISK OF LOSS

Section 11.01 Risk of Loss From the date hereof up to the Time of Closing, the Purchased
Property shall be and remain at the risk of the Vendor. If, prior to the Time of Closing, all or any
part of the Purchased Property are destroyed or damaged by fire or any other casualty
(collectively “Damage”) or shall be appropriated, expropriated or seized by governmental or
other lawful authority, the Purchaser shall have the option, exercisable by notice in writing given
within 10 business days of the Purchaser receiving notice in writing from the Vendor of such
destruction, damage, expropriation or seizure:

(a)     to complete the purchase without reduction of the Purchase Price (except with respect to
        the amount of any deductible applicable to an insurance claim relating to Damage unless
        the Vendor shall have paid such deductible), in which event all proceeds of any insurance
        or compensation for expropriation or seizure shall be payable to the Purchaser and all
        right and claim of the Vendor to any such amounts not paid by the Closing Date shall be
        assigned to the Purchaser; or,

(b)     of canceling this Agreement and not completing the purchase, in which case all
        obligations of the Purchaser shall terminate forthwith upon the Purchaser giving notice as
        required herein whereupon the Deposits shall be immediately returned to the Purchaser
        with interest and without deduction.

ARTICLE XII. GENERAL

Section 12.01 Notices Any notice required or permitted to be given hereunder may be
effectively given by letter addressed to the Vendor at

                          200 King Street West, Suite 200
                          Toronto, Ontario M5H 3T4
                          Attention: Derek Ballantyne
                          Fax: 416-981-3800


With a copy to (such copy not a requirement for notice purposes):

                          Bogart Robertson & Chu
                          20 Adelaide St. E., Suite 303
                          Toronto, Ontario M5H 2T6
                          Attention: Brian Chu



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By letter addressed to the Purchaser at:




With a copy to (such copy not a requirement for notice purposes):




and, in each case, mailed by registered mail, postage prepaid, or delivered to that address; and if
mailed as aforesaid any such notice shall have been deemed to have been given on the third
business day following that on which the letter containing the notice is posted and if delivered as
aforesaid any such notice shall be deemed to have been given on the day of delivery of such
notice. Any party to the Agreement may change its address for service from time to time by
notice given in accordance with the foregoing. In the event of an interruption or threatened
interruption in postal services, all notices shall be delivered.

Section 12.02 Entire Agreement This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof, save and except for any confidentiality agreement
signed by the Purchaser prior to the date of this Agreement. There are not and shall not be any
oral statements, representations, warranties, undertakings or agreements between the parties.

Section 12.03 Time of the Essence Time shall be of the essence of this Agreement.

Section 12.04 Severability. In the event that any of the provisions or parts of this agreement is
held to be unenforceable or invalid by any court of competent jurisdiction, the validity and
enforceability of the remaining provisions or parts thereof shall not be affected thereby.

Section 12.05 Execution in Counterparts This Agreement may be executed in one or more
counterparts, each of which so executed shall constitute an original and all of which together
shall constitute one and the same agreement.

Section 12.06 Proper Law of Contract This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario, Canada.

Section 12.07 Amendments This Agreement may be amended or modified by and only by a
written instrument executed by the Purchaser and the Vendor acting by their respective officers
thereunto duly authorized.

Section 12.08 Successors and Assigns This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective permitted successors and assigns. The


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Purchaser shall not have the right to assign this Agreement without the prior written consent of
the Vendor and in the event such consent is granted the Purchaser shall continue to be liable
hereunder until closing has been completed on the Closing Date.

Section 12.09 Planning Act Compliance This Agreement shall be effective to create an
interest in the Purchased Property only if the subdivision control provisions of the Planning Act
(Ontario) are complied with by the Vendor on or before Closing.

Section 12.10 Acceptance This Agreement as executed by the Purchaser constitutes an offer to
purchase the Purchased Property that is irrevocably open for acceptance by the Vendor by the
delivery to the Purchaser of a fully executed Agreement on or before 5:00 p.m. on Friday, July
30, 2010, after which time if not accepted, this offer shall be automatically null and void.

IN WITNESS WHEREOF the Purchaser has executed this offer as of the date and year first
above written.

[Name of Purchaser]




Per: _____________________                             And: _____________________
     Name:                                                  Name:
     Title:                                                 Title:

I/We have authority to bind the corporation.


The undersigned Vendor hereby accepts the above offer as of ________________, 2010.

BUILD TORONTO INC.


Per: _______________________                                   And: _______________________
       Name:                                                          Name:
       Title:                                                         Title:



I /We have authority to bind the corporation.                  I /We have authority to bind the corporation




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                                            SCHEDULE “A”

                            Description of Purchased Property

PT TOWN LT 5 N/S PALACE ST, 6 N/S PALACE ST PL TOWN OF YORK TORONTO AS
IN EW117, (PARCEL 7) EXCEPT ES 7180, ES 58799 & CA797429, City of Toronto,
municipally known as 154 Front Street East, Toronto.




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                                            SCHEDULE “B”

                                    Permitted Encumbrances

      (a) liens, charges or prior claims for taxes or utility charges not yet due or if due, the
          validity of which is being contested in good faith;

      (b) zoning, use and building by-laws and regulations as to the use of the Purchased
          Property, which do not materially impair the value of the Purchased Property or
          materially interfere with the use of the Purchased Property for the purposes for which it
          is held;

      (c) subdivision, site plan control, reciprocal, servicing, facility cost sharing or similar
          agreements currently existing or entered into with a governmental authority,
          municipality or public utility from time to time in respect of the Purchased Property
          which do not materially impair the value of or use of the Purchased Property;

      (d) title defects or irregularities which are of a minor nature and in the aggregate will not
          materially impair the value of or use of the Purchased Property;

      (e) any subsisting reservations, limitations, provisions and conditions contained in any
          original grants from the Crown of any land or interests therein, reservations of
          undersurface rights to mines and minerals of any kind;

      (f) statutory reservations and exceptions to title set forth in the Land Titles Act (Ontario);

      (g) encumbrances respecting minor encroachments by the Purchased Property or any
          facilities of or used in connection with the Purchased Property over adjacent
          lands which do not materially impair the value of or use of the Purchased Property or
          which are permitted under agreements with the owners of such adjacent lands;

      (h) encumbrances respecting encroachments by facilities on adjacent lands over the
          Purchased Property, which do not materially impair the value of or interfere with the
          use of the Purchased Property;

      (i) permits, licenses, agreements, easements, restrictions, restrictive covenants, rights-of-
          way, public ways, rights in the nature of an easement and other similar rights, which do
          not materially impair the value of or interfere with the use of the Purchased Property;

      (j) leases or any notice in respect thereof or any financing documents related or registered
          on behalf of a secured lender of a tenant;

      (k) any facility cost sharing, servicing, reciprocal or other similar agreements which is
          necessary or of advantage to the use and/or operation of the Purchased Property; and



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      (l) undetermined or inchoate liens and charges incidental to construction or current
          operations, a claim for which shall not have been registered or of which notice in
          writing shall not have been given pursuant to the Construction Lien Act.




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                                            SCHEDULE “C”

                                   INDEMNITY AND RELEASE

TO:              BUILD TORONTO INC. ("BUILD")

AND TO:          TORONTO TRANSIT COMMISSION (the "TTC")

RE:              A purchase agreement between Build Toronto Inc. ("Build") and * ("*") executed by Build
                 on * and executed by * on * (the "Agreement")

AND RE:          PT TOWN LT 5 N/S PALACE ST, 6 N/S PALACE ST PL TOWN OF YORK TORONTO
                 AS IN EW117, (PARCEL 7) EXCEPT ES 7180, ES 58799 & CA797429, City of Toronto,
                 municipally known as 154 Front Street East, Toronto as shown on the survey dated July 21,
                 2007 (the "Property")

IN CONSIDERATION OF the sum of Ten Dollars ($10.00) and other good and valuable consideration (the receipt
and sufficiency of which are acknowledged), PURCHASER agrees as follows:

1.      For the purposes of this Confirmation and Release, "Hazardous Substances" means any
contaminant, pollutant, dangerous substance, potentially dangerous substance, noxious substance, toxic
substance, hazardous waste, biological materials and organisms (including, without limitation, viral
agents, mold, fungus and bacteria), flammable material, explosive material, radioactive material, urea
formaldehyde foam insulation, asbestos, PCBs, radiation and any other substance, materials, effect, or
thing declared or defined to be hazardous, toxic, a contaminant, or a pollutant in or pursuant to any
applicable federal, provincial or municipal laws, statutes, by-laws, rules, regulations, orders or directives.

2.       On the terms and conditions hereinafter set forth, PURCHASER releases BUILD and the TTC
from liability arising from or as a result of the presence or effect of any Hazardous Substances on the
Property, and indemnifies and saves BUILD and the TTC harmless as hereinafter set forth in respect of all
claims arising after the date of the acquisition by PURCHASER of its interest in the Property that are
based on an exposure to or the effect of any Hazardous Substances that occurs or is suffered after the date
of the acquisition of its interest in the Property by PURCHASER.

3.       This Confirmation and Release shall not be terminated or extinguished by or merge in the closing
of the transaction provided for in the Agreement and shall survive such closing.

DATED the                 day of                            , 2010.


                                   PURCHASER

                                   By:____________________
                                   Name:
                                   Title:

                                                                                                     c/s


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                                    By: ___________________
                                    Name:
                                    Title:


I/We have authority to bind the Corporation.




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                                            SCHEDULE “D”
                               HST CERTIFICATE AND INDEMNITY



TO:              BUILD TORONTO INC. ("BUILD")

RE:              Agreement of Purchase and Sale between * (the “Purchaser”) and Build - PT
                 TOWN LT 5 N/S PALACE ST, 6 N/S PALACE ST PL TOWN OF YORK
                 TORONTO AS IN EW117, (PARCEL 7) EXCEPT ES 7180, ES 58799 &
                 CA797429, City of Toronto, municipally known as 154 Front Street East,
                 Toronto (the “Property”)
In consideration of and notwithstanding the closing of the above-noted transaction, PURCHASER certifies that with
respect to Harmonized Sales Tax ("HST") imposed under the Excise Tax Act (Canada) (the "Act") in respect of the
transfer of the Property and all buildings, structures and improvements on the Property, if any:



1.      The Purchaser is purchasing the Property as principal, for the Purchaser's own benefit and
account, and the Property is not being purchased by the Purchaser as an agent or trustee or otherwise on
behalf of another person or entity;

2.      HST is payable in respect of this transaction in accordance with the Act and the undersigned,
having agreed to pay consideration for the transfer, is liable for the payment of HST in respect of the
consideration;

3.      The Purchaser, at the time of closing the transaction provided for in the Agreement, is a registrant
under the Act (HST Registration Number R*), which registration has not been withdrawn or revoked. The
Purchaser shall self-assess, file returns and remit to the appropriate authority on a timely basis any HST
owing on the transfer of the Property and the payment of consideration in respect of the transfer of the
Property, in the manner and to the extent required by the Act;

4.        The Purchaser shall indemnify and hold Build, its successors and assigns, harmless from any
liability of Build under the Act arising because of any incorrect statement or breach of the obligations of
the Purchaser set out in this Certificate and Indemnity or the Agreement or arising under the Act, together
with all fines, penalties, losses, costs, expenses and interest charges resulting from such incorrect
statement or breach; and

5.      The Purchaser agrees that this Certificate and Indemnity shall survive and shall not merge in the
closing of the transaction provided for in the Agreement.


DATED the ____ day of _____________, 2010.


                                   *[PURCHASER]




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                                   Per: __________________________
                                   Name:
                                   Title

                                   Per: __________________________
                                   Name:
                                   Title

                                   I/We have authority to bind the corporation




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