Confidentiality Agreement

To: Moloney Project Development Corporation (the “Vendor”)
c/o RE/MAX Hallmark Eastern Realty Inc. Brokerage

And To: RE/MAX Hallmark Eastern Realty Inc. Brokerage (the “Listing Brokerage”)
91 George Street North, 2nd Floor
Peterborough, ON, K9J 7Y8
T: (705) 743-9111; 1 (800) 567-4546
Attention: Derek Green, Sales Representative
Email:  derek.green@ontarioapartmentgroup.ca

Subject: 90 Murray Street, Peterborough, Ontario, K9H 0B3 (the “Property”)

Dear Sir/Madam:

In connection with our possible interest in entering into a transaction with the Vendor (the “Transaction”), the Broker may provide to us certain information concerning the Property that is non‐public, confidential, privileged or proprietary in nature. As used herein, the following terms have the following meanings:

(a) “Confidential Information” means information about the Property, the Vendor or the Transaction furnished by the Broker, the Vendor or either of their Representatives to us, whether oral, written or in electronic form, including without limitation, all reports, plans, financial statements, budgets, surveys, drawings, documents, contracts, tenant information, technical and economic data, engineering reports, environmental reports, marketing information, analyses, compilations, forecasts and studies prepared by us incorporating such information. The term “Confidential Information” does not include information which is (i) information that is disclosed in legal proceedings between or involving one or more of the parties hereto or its shareholders; (ii) public information or information in the public domain at the time of receipt by a party or its Representatives; (iii) information which becomes public through no fault or act of the recipient or its Representatives; (iv) information already in the possession of a party not provided by the other party or its Representatives; (v) information required to be disclosed by applicable laws or by the regulations, rules or policies of any applicable regulatory body or public stock exchange, but in such case such party shall notify the other party prior to making such disclosure and, to the extent possible, shall take into account the comments of the other party in respect of such disclosure; or (vi) information received in good faith from a third party lawfully in possession of the information and not known to be in breach of any confidentiality obligations.

(b) “Representatives” mean agents, independent contractors, clients, investors, real estate advisors, bankers and financial advisors, attorneys, accountants and professional consultants, shareholders, third party lenders, officers, directors, employees, potential investors and other advisers retained in connection with the Transaction.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION: We agree that the Vendor and/or the Broker are the owners of all right, title and interest in the Confidential Information and we agree that we will hold in confidence and not disclose the Confidential Information except in accordance with this Agreement, or as may be required by law; and to our Representatives who have agreed to be bound by the terms of this Agreement. Except with the prior written consent of the Vendor and the Broker, we will not, nor will we permit any of our Representatives to:

(a) use any of the Confidential Information other than for the purpose of evaluating and completing the Transaction;

(b) disclose any Confidential Information to any person, other than in accordance with this Agreement;

(c) disclose to any person that we have received the Confidential Information; and/or

(d) that we are considering a Transaction with the Vendor.

We agree to indemnify and save the Vendor, the Broker and their respective Representatives harmless from any loss whatsoever arising out of a breach by the undersigned and/or its affiliates and Representatives of the terms and conditions of this Agreement.

COMPELLED DISCLOSURE: If we or any person to whom we have provided any Confidential Information in accordance with this Agreement is requested pursuant to any legal process to disclose any of the Confidential Information, we will provide the Vendor and the Broker with prior written notice to such effect and at the request of the Vendor or the Broker, we will co‐operate with the Vendor in seeking injunctive relief or other appropriate remedy against the disclosure of any Confidential Information.

REMEDIES: We agree to be responsible for any breach of this Agreement by us or any of our Representatives and at our sole expense, we agree to take all reasonable measures to restrain our Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. In the event of a breach or threatened breach of this Agreement, we acknowledge and agree that monetary damages would not be a sufficient remedy for any breach of this Agreement and either or both of the Vendor and the Broker shall be entitled to equitable relief, including without limitation an injunction and specific performance, as a remedy for any such breach or other appropriate remedy, in addition to any other rights or remedies the Vendor and/or the Broker may have and we agree not to oppose same.

CONTACT: Except with the prior written consent of the Vendor and the Broker, we will not contact or speak with any Representatives of the Vendor or any tenants (or prospective tenants) of the Property.

EFFECT OF AGREEMENT: We acknowledge that no agreement regarding or the Property or the Transaction currently exist, and none will be deemed to exist until a definitive written agreement with respect to the Transaction is negotiated, executed and delivered by the undersigned and the Vendor.

AGENCY: We understand and acknowledge that the Broker is acting as agent for the Vendor. The undersigned hereby represents that: (i) it is a principal and not an agent on behalf of any other party in conjunction with the Transaction (except advisors working on behalf of their fund clients); and, (ii) acknowledges that any Representatives retained in connection with the consideration or completion of the Transaction will be representing the undersigned’s interests and all costs related to their service will be paid by the undersigned.

TERM: Unless otherwise terminated by written agreement between the parties, this Agreement shall continue in full force for a term of two (2) years from the date hereof. All obligations created by this Agreement shall survive any change or termination of the business relationships between the parties.

TERMINATION OF DISCUSSION; RETURN OF CONFIDENTIAL INFORMATION: Upon termination of our consideration of the Transaction, or such earlier time as the Vendor or the Broker may request, we agree to return all Confidential Information to the Vendor, including copies of documents and extracts of Confidential Information produced by us or our Representatives, and we further agree that we will return to the Vendor or the Broker or cause to be destroyed all other documents in our possession or in the possession of our Representatives containing Confidential Information, and will confirm in writing all such destruction. Notwithstanding the return or destruction of the Confidential Information, we agree to continue to be bound by our obligations of confidentiality and other obligations hereunder.

COMPLETENESS AND ACCURACY OF CONFIDENTIAL INFORMATION: NO TITLE OR INTEREST: We understand and acknowledge that the Broker and the Vendor (including their respective Representatives) make no representations or warranties, express or implied, whatsoever, including with respect to the Property or the accuracy or completeness of the Confidential Information, it being understood and agreed that only those express representations and warranties made as part of a definitive agreement when, as and if one is executed, shall have any legal effect. We agree that neither the Vendor, the Broker nor any of their respective Representatives shall have any liability to us or our affiliates or Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom.

GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

BENEFIT OF THE PARTIES: All rights, remedies, entitlements, duties, and obligations arising herein shall ensure to the benefit of and be binding upon the parties to it and their respective successors and permitted assigns.

NOTICES: Any notice to or from the undersigned, the Vendor or the Broker must be in writing and either be:

(a) personally delivered;
(b) sent by prepaid registered mail; or
(c) sent by email or functionally equivalent electronic means of communication, charges (if any) prepaid.

Any Notice must be sent to the intended recipient at its address as follows:

(a) to the undersigned at the address we provide below;
        – Address
        – Email
(b) to the Vendor and Listing Brokerage at the address noted above.

SEVERABILITY: Any provision of this Agreement which is illegal, prohibited or unenforceable in any jurisdiction, in whole or in part, shall not invalidate the remaining provisions hereof; and any such illegality, prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

ENTIRE AGREEMENT: The undersigned agrees that this letter supersedes all prior agreements and understandings relating to the Transaction and subject matter hereof, and that this Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreements (whether written or oral) between the parties regarding the subject-matter hereof.

MODIFICATION: No supplement, modification or amendment of this Agreement is binding unless it is executed in writing by the party to be bound.

This Agreement may be executed and delivered by electronic means in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same agreement.