NOTWITHSTANDING the closing date of this Agreement as provided herein, the purchaser shall have the right upon waiving all of the conditions contained herein, to accelerate the closing date by giving written notice to the vendors or their solicitors and in such event the closing date shall then be thirty (30) days from the date of such written notice.

THE PURCHASER may at its expense apply for building permit(s), change of zoning, change of official plan, severances, plan of subdivision and or any of them. The vendors covenant and agree to execute any and all authorizations, applications and or consents and papers required in connection with any such applications within seven (7) days of request for same at no charge or cost to the purchaser, provided that the vendors shall not be obliged to assume any personal obligations.

VENDORS covenant, represent and warrant that

1. no intended expropriation has been brought to vendors’ attention and, if any notice of expropriation proceedings are received prior to closing, purchaser may at its sole option declare this transaction null and void and have all monies paid pursuant to this Agreement returned to it forthwith, or in the alternative the purchaser may complete this transaction and shall have the right to all monies and compensation whatsoever paid or to be paid by such expropriating authority for the lands expropriated;
2. all services required for the usual and normal operation of on the real property are available for connection at a boundary line or lines of the real property, such services include hydro, water, sewer and natural gas, and that all of such services have been fully paid for, to the intent that the purchaser will be liable to pay normal connection charges only;
3. there are no capital levies, sewer impost fees, or similar charges presently affecting the real property, or contemplated by any applicable governmental authorities having jurisdiction, and if so vendors will comply with them at their own expense prior to closing;
4. the property has no contaminated land that may affect the purchaser’s development with any additional costs, and that there are no waste materials dumped on the lands;
5. upon acceptance, Vendor will deliver to Purchaser any existing soil test reports, reports by consultants, studies, site plans, surveys, architectural or artist renderings, engineering reports, servicing reports that are within Vendor’s possession or control, it being understood that any such items will be returned if this transaction is not to be completed.

IT IS AGREED that all covenants, representations and warranties of the vendors herein contained shall not merge on the closing of this transaction or the delivery of the deed but shall survive thereafter.

1. PURCHASER is to pay CANADIAN DOLLARS (CDN$                    ) to the Listing Broker as a total deposit to be held by him in trust pending completion or other termination of this Agreement and to be credited on account of the purchase price on completion, it being understood that the total deposit will be payable as follows:

   (a) an initial amount of 25% by certified cheque to be provided by Purchaser within one (1) banking day of acceptance of offer;
   (b) the balance of the total deposit by certified cheque to be provided by Purchaser upon signing waiver of conditions in the agreement;

If any deposit money might be held for a period of at least thirty (30) days from time of receipt, deposit will be placed in a term deposit with any accrued interest being payable to Purchaser after closing or other termination of the agreement provided required particulars are given by Purchaser for Income Tax purposes regarding receipt of interest.

The Vendor warrants that to the best of his knowledge and belief the property has not been insulated with urea formaldehyde foam insulation and the property contains no radon gas, noxious substance or contaminant as defined in the Environmental Protection Act of Ontario, and this warranty will not merge on closing.

The Purchaser acknowledges that the Real Property is occupied by a farmer on a month to month basis without a lease and without the payment of rent save and except for the obligation of the tenant to pay all realty taxes levied by the local municipal authority in respect of the Real Property. The Purchaser agrees to accept this tenancy, and on closing, the Vendor agrees to deliver an assignment of this tenancy, together with a notice and direction to the tenant advising the tenant of the sale of the Real Property to the Purchaser. The Purchaser agrees that if Purchaser terminates the tenancy, the farmer may remove his crop from the real property as soon as convenient, weather permitting and this covenant shall survive the closing of this transaction.

THE PURCHASER shall be allowed until midnight on                   , 20       , to satisfy itself in its sole and unfettered discretion regarding all matters pertaining to zoning, site plan, soils condition and availability of a building permit respecting any type of development on the real property which may be desired by the purchaser. The vendors shall allow the purchaser and representatives access to the real property for the purpose of conducting inspections and any tests provided the lands shall be restored to the original condition. If the Purchaser shall not notify the vendor or vendor’s solicitor in writing on or before the expiration of the inspection period that it is waiving this condition, then this Agreement shall thereupon be terminated and the deposit shall immediately be returned to the purchaser with all interest accrued thereon and without any deduction whatsoever and neither party shall have any further rights or obligations hereunder. Any notice to be given hereunder will be sufficiently given if delivered to the vendor or to the vendor’s representative.

Purchaser and Vendor agree that                     acres of land described as:                                 will be divided as a block within a registered plan and conveyed to the Vendor upon registration of such plan for an amount of $1.00. The Purchaser shall be responsible for all levies or any other charges that may occur based on the acreage to be retained by the Purchaser on a pro-rated basis. The Vendor shall be responsible for any levies or charges on the land to be conveyed back to the Vendor. Such levies shall include all levies and imposed fees made by the Municipality including park dedication, water services, sanitary sewers, storm sewers, local improvements, and other hookup charges for utilities or easements, and letters of credit, if required, by the Municipality and/or the Region.

The Vendor shall make all applications (without holding up the Purchaser’s application for a Plan of Subdivision) for the purpose of applying for zoning change or designation to permit for the use of                                                                                       with respect to the land to be conveyed back to the Vendor.

In the event the Vendor does not have approval for the above stated intended use by the time the Purchaser registers the plan of subdivision or if the Municipality approves the use for less than the acreage to be conveyed back to the Vendor, such lands or extra lands shall be retained by the Purchaser at a purchase price of $               per acre on a pro-rated basis and any remaining land conveyed to the Vendor for $1.00.

The acceptance of this offer is conditional upon the Purchaser and upon the Vendor obtaining approval of the terms of this offer by a lawyer on or before midnight of the third day after acceptance of this offer. This condition is included for the benefit of each party and may be waived at each party’s sole option, provided written waivers by both parties are received by the agent within the time period specified for obtaining approval. Should such written waivers not be received by the agent, this offer shall be null and void and the deposit money shall be returned to the purchaser in full without interest or deduction without any further release being required.

1. Partial Discharges
   (a) The mortgagor its successors and assigns shall have the right from time to time to request and to receive on ten days written notice, partial discharges by paying on account of the principal sum of $ dollars per acre plus accrued interest to the date of payment. Provided further that no land remaining undischarged from this mortgage shall be landlocked in that no access shall be available to a public thoroughfare. Mortgagor shall be responsible to obtain compliance with the provisions of the Planning Act with respect to any partial discharges.

            (b) The Mortgagee agrees to execute on ten days written notice and deliver partial discharges of the within mortgage discharging any lands from the within mortgage which the Mortgagor is required to grant to any governmental authority for public purposes including walkways, parks, easements, reserves, roads or road widenings, schools, or for utilities or services without requiring any payment of the principal moneys hereby secured, provided that the lands to be discharged without payment under the provisions of this paragraph shall not exceed 20% in aggregate of the lands originally covered by the said mortgage.

2. Registration in Land Titles
             The mortgagor its successors and assigns shall have the right to have the lands or any part or parts thereof registered under the Land Titles system and the mortgagee agrees to execute on ten days written notice all documents required by the mortgagor with respect thereof, including any consent required to obtain a certificate under the Certification of Titles Act.

3. Approval of Subdivision Plans and Agreements
            The mortgagee agrees to execute and approve (on ten days written notice) without payment any plan or plans of subdivision of the lands herein or part of parts thereof which may be desired by the mortgagor and any subdivision agreements relating thereto, provided that the mortgagee is not required to give any positive covenants but only to postpone its rights to the rights of the authorities having jurisdiction and to any levies imposed by any authorities under such subdivision agreements.

4. Consents to Easements
            In the event that the mortgagor its successors and assigns is required to grant easements to various municipal authorities and or public utilities commissions and or companies for the supply and or installation of gas, telephone or electric service, water sewers or similar services to the land, the mortgagee its successors and assigns will, upon ten days written notice, execute postponements or consents to such grants of easements without requiring any payment of the principal monies hereby secured.

5. Consents to Changes to Official Plan, Zoning, By-laws
            The mortgagee agrees, upon ten days written notice, to execute consents and all other documents which are required to enable the mortgagor to change the official plan, if any, and to rezone the lands to a zoning suitable to the Mortgagor or to amend any by-laws and to co-operate with the mortgagor in all reasonable respects, provided that all out of pocket expenses shall be paid for by the mortgagor.

6. Right to Demolish, Clear, Regrade, Construct
            The Mortgagor shall have the right to demolish buildings and to construct buildings on the lands, to clear, excavate and grade the lands and reasonably change the contour thereof and do all things incidental thereto at any time and from time to time, without payment of the principal moneys hereby secured being required therefor, and without being deemed to have committed waste or any other default under the mortgage.

UPON THE EXECUTION of this Agreement by all parties, the purchaser shall have the right to enter upon the real property for purposes of preparation of site and grading plans, and shall also have the right, at its own expense, to erect a sign upon the real property, advertising a proposed commercial/retail development and inviting tenant inquiries in respect thereof. Such sign shall be of such a size and installed in such a manner as to not unduly interfere with or restrict the vendors’ use of the real property, and in the event that this Agreement is terminated by the purchaser, such sign shall be removed by the purchaser at its own expense, and forthwith after such termination.

THE PURCHASER and vendor agree that the purchase price is calculated at the rate of                                       CANADIAN DOLLARS (CDN$                      ) per acre and is based upon the real property comprising                     acres. The Vendor agrees to provide to the purchaser, within ten (10) days of acceptance of the offer, a certificate prepared by an Ontario Land Surveyor certifying the precise area of the real property and an up-to-date survey showing all fences, erections and easements together with a registerable legal description and boundary survey. If Vendor fails to deliver the certificate and survey within the specified time period, Purchaser may obtain same and the cost shall be deducted from the balance due on closing. Should the area of the real property be less than                 acres, the purchase price paid by the purchaser shall be adjusted to an amount equal in dollars to the product reached by multiplying                                         CANADIAN DOLLARS (CDN $                         ) by the acreage certified (to the second decimal place only) with such adjustments to be reflected in the balance to be paid by the Purchaser in cash or by certified cheque on closing/principal amount of the mortgage back to the vendor.

1. This offer shall be conditional upon the following:

             (a) The Real Property being zoned on or before midnight of                  , 20         , so as to permit the construction and operation of                     for                           purposes, satisfactory to the Purchaser;
             (b) That soil conditions are such as to enable the Purchaser to erect a               on the Real Property without additional costs for piling;
             (c) That a building permit be available for issuance by the municipality having jurisdiction, so as to permit the Purchaser to construct and operate on the Real Property a development, which in accordance with a site plan satisfactory to the Purchaser, in its sole discretion, permitting access and egress in a manner satisfactory to the Purchaser, in its sole discretion, with the payment of normal building permit fees only;
             (d) That all services required for the usual and normal operation of a                      development on the Real Property are available for connection at a boundary line or lines of the Real Property, such services to include hydro, water, sewer and natural gas.

2.         All of the conditions set forth in paragraph 1 hereof are inserted for the sole benefit of the Purchaser and any one or more or none of the said conditions may be waived by the Purchaser or may be invoked by the Purchaser at any time until sixty (60) days following the date of acceptance of this Offer, and if so invoked, then this offer and the Agreement resulting form the acceptance thereof, shall be of no further force or effect, and the Vendor shall return or cause to be returned to the Purchaser, the deposit with any accrued interest and without deduction.

            Any waiver or invocation of any of the conditions set forth in paragraph 1 above may be made by the Purchaser or its solicitor by delivery of notice in writing to the office of the Vendor or the Vendor’s solicitor.

            In the event that no notice whatsoever is delivered by the Purchaser or its Solicitor as contemplated by this paragraph 2, then the Purchaser shall be deemed to have invoked the conditions set forth in paragraph 1 above and this Offer and the agreement resulting from the acceptance thereof shall be of no further force or effect and the Vendor shall return or cause to be returned to the Purchaser, the deposit with any accrued interest and without deduction.

3.         Notwithstanding the stated Date of Closing, in the event that the Purchaser, at the time of the originally scheduled Closing date, still requires approval from any governmental or municipal body, such as municipal council or the Ontario Municipal Board or the Provincial Cabinet, in order to satisfy the conditions set forth in paragraph 1, then the date for closing and the time for waiver, invocation or satisfaction of the conditions set forth in paragraph 1, shall be extended to a date which is six (6) months after the said originally scheduled Closing Date, and such extension shall be automatic without notice or acknowledgment being required whatsoever.           

            Provided always that, notwithstanding the extension set out above, this transaction shall be closed, subject always to the terms hereof, within sixty (60) days after all of the conditions set forth in paragraph 1 have been satisfied in full or waived by the Purchaser.

• • 1. This agreement and the closing thereof by Purchaser are conditional upon compliance with the following condition prior to closing, such condition being for the sole benefit of the Purchaser and able to be waived by the Purchaser: that at Purchaser’s expense the Purchaser has been able to obtain draft plan approval for the subdivision of the Real Property into building lots, such draft plan approval being on terms and conditions and in such configuration as may be acceptable to the Purchaser, in the sole discretion of the Purchaser. It is understood and agreed that upon acceptance of this offer the Purchaser shall submit and pursue the aforesaid application for draft plan approval as the authorized representative of the Vendor and that the Purchaser shall have full authority in all matters relating to such application. Notwithstanding the foregoing, the Purchaser will provide the Vendor with a status report regarding such application from time to time upon the request of the Vendor.

If the aforesaid condition has not been fulfilled and complied with on or before the date established for closing and if the Purchaser shall be unwilling to waive the said condition, this transaction shall be at an end and the deposit shall be returned to the Purchaser with any accrued interest and without deduction. Provided that if the purchaser delivers written notice to the office of the vendor or vendor’s solicitor at least 10 days prior to the scheduled closing date requiring an extension of closing, the closing date shall be extended to the day which is thirty (30) days after the above condition has been complied with. In the event that the above condition has not been fully complied with on the day which is              years after the date of acceptance of the within agreement, the Purchaser may, upon at least 14 days’ notice to the Vendor, postpone the closing of the within transaction for an additional period or additional periods of up to            years in the aggregate or, failing such postponement of closing, this agreement shall be null and void and Purchaser shall receive the return of its deposit with interest as may have been earned thereon. In the further event that the above condition has not been fully complied with during the last mentioned period of up to                              years, this agreement shall be null and void and Purchaser shall receive the return of its deposit with interest as my have been earned thereon.

2.         Upon acceptance of this offer and without prejudice to any of the provisions or conditions hereof contained, Purchaser shall have the right to enter the Real Property for the purpose of conducting such survey work and other investigations as may be necessary for processing the aforesaid application for draft plan approval and satisfying the above condition.

3.         At least 14 days prior to closing, if the closing date occurs after            , 20       the Purchaser shall obtain, at the Purchaser’s expense, and deliver to the Vendor a survey or reference plan, prepared by a duly qualified Ontario Land Surveyor, showing the boundaries of the whole of the Real Property and the area, in acres, of each part of the Real Property. The Purchase Price payable by the Purchaser to the Vendor for the Real Property shall be readjusted to be the amount which is the product of $                                 multiplied by the area, in acres, of the Real Property as shown on the aforesaid survey or reference plan and, on closing, the balance of the Purchase Price and the amount of the VTB Mortgage shall be adjusted, if necessary, so that the total cash down payment will be 25% of the Purchase Price and the amount secured by the VTB Mortgage will be 75% of the Purchase Price.