Court File No. CV-1 7-1 1 726-OOCL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMIVI~RCIAL LIST

THE HONOURABLE ) WEDNESDAY, THE 17tH

JUSTICE CAVANAGH ) DAY OF MAY, 2017

BET :/ :

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HARBOUREDGE MORTGAGE INVESTMENT CORPORATION,: _ -~ Applicant~~ ,."~~._.._v.Y~ r and

2177427 ONTARIO LIMITED

Respondent

ORDER(APPROVAL OF STALKING HORSE OFFER AND SALE PROCESS)

THIS MOTION, made by The Fuller Landau Group Inc., in its capacity as the court-

appointed receiver (the "Receiver") of the assets, undertakings and properties of 2177427

Ontario Limited ("217") including the real property municipally known or commonly known as

500 Brisebois Crescent, Ottawa, Ontario K1E OA6, which is used in connection with the

business operating the hotel known as Holiday Inn Express &Suites-Orleans (the "Hotel"), for,

among other things, an order authorizing the Receiver to enter into the sale transaction (the

"Transaction") contemplated by an Agreement of Purchase and Sale between the Receiver and

Casa-Dea Finance Limited, in trust for a corporation to be incorporated (the "Stalking Horse

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Purchaser") made as of May 8, 2017 (the "Sale Agreement"), and appended to the First Report

of the Receiver dated May 10, 2017 (the "First Report") or an Accepted Bid as defined in the

sale process set out in the First Report (the "Sale Process") and for other relief, was heard this

day at 330 University Avenue, Toronto, Ontario.

ON READING the First Report and on hearing the submissions of counsel for the

Receiver and anyone else appearing from the Service List on this motion, duly served as appears

from the affidavit of service of Silvana Pocino, sworn May 10, 2017, filed,

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby abridged and validated such that this motion is properly returnable today and

that further service thereof is hereby dispensed with.

STALHING HORSE AGREEMENT

2. THIS COURT ORDERS that the Receiver shall be authorized and directed to accept and

enter into the Sale Agreement signed by the Stalking Horse Purchaser in the form attached as

Schedule "A" hereto (the "Stalking Horse Offer"), and the Stalking Horse Offer and the Break

Fee (as defined in the Stalking Horse Offer) are hereby approved, provided that the sale of the

Purchased Assets including the Hotel (as defined in the Stalking Horse Offer) will be determined

on a subsequent motion for the approval of the sale to be held in accordance with the Sale

Process.

SALE PROCESS

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3. THIS COURT ORDERS that the Bidding Procedure and timetable for the Sale Process as

defined and described in the First Report (the "Sale Process"), and substantially in the form

attached as Schedule "B" hereto, be and is hereby approved.

4. THIS COURT ORDERS that the Receiver is authorized and directed to carry out the

Sale Process and to take such steps and execute such documentation as may be necessary or

incidental to the Sale Process.

5. THIS COURT ORDERS that in the event that the Receiver concludes a sale of the

Purchased Assets to a Successful Bidder other than the Stalking Horse Purchaser, the Receiver

be and is hereby authorized and directed to pay the Break Fee (as those terms are defined in the

Stalking Horse Offer) to the Stalking Horse Purchaser following the closing of such sale

approved by the Court in accordance with the provisions of the Stalking Horse Offer.

RECEIVER'S ACTIVITIES

6. THIS COURT ORDERS that the activities of the Receiver as set out in the First Report

be and they are hereby approved.

RECEIVER'S INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS

7. THIS COURT ORDERS that the Receiver's interim statement of receipts and

disbursements as set out in the First Report be and are hereby approved.

RECEIVER'S INTERIM FEES

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8. THIS COURT ORDERS that the interim fees and disbursements of the Receiver in the

amount of $28,108.38 plus taxes is hereby approved.

RECEIVER'S COUNSEL'S INTERIM FEES

9. THIS COURT ORDERS that the interim fees and disbursements of the Receiver's

counsel in the amount of $20,184.51 including taxes is hereby approved.

SCHEDULING REGARDING WILDWOOD CAPITAL INC.

10. THIS COURT ORDERS AND DIRECTS that a motion be scheduled on the date and

timetable set out in this Court's Endorsement regarding the security funds in the amount of

$234,559.78 paid into Court in the action, Wildwood Capital Inc. v. 2177427 Ontario Limited

and Bhupinder Sandhu also known as Bobby Sandhu (Court File No. CV-14-504414).

SEALING

11. THIS COURT ORDERS the sealing of Confidential Appendices "A" and "B" to the

First Report until completion of the sale of the Hotel under the Sale Agreement, or further order

of this Court.

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12. 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 or under the Sale

Process.

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13. THIS COURT HEREBY REQUESTS the aid 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 carrying out the terms of this

Order. All such courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such order 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 carrying out the terms of this Order.

ENTERED AT 1 INSCRIT A TORONTQON ! BOOK N0:LE / pANS LE REGISTRE NCB;

MAY 1 7 1017

PER 1 PAFi~

SCHEDULE "A"STALKING HORSE OFFER

PURCHASE AGREEMENT

This Purchase Agreement is dated as of May 8, 2017, between The Fuller Landau Group Inc. in itscapacity as Court-appointed receiver of 2177427 Ontario Limited, a corporation incorporated under thelaws of the Province of Ontario ("217") and CASA-DBA FINANCE LIMITED, a corporationincorporated and existing under the laws of the Province of Ontario, in trust for a corporation to beincorporated (the "Purchaser").

RECITALS

By Order (the "Appointment Order") dated April 7, 2017, The Fuller Landau Group Inc. (the"Receiver") was appointed by the Ontario Superior Court of Justice (the "Court") as receiver of all of217's assets, undertakings and properties, including the property municipally known or commonly knownas 500 Brisebois Crescent, Ottawa, Ontario K1E OA6, which is used in connection with the businessoperating the hotel commonly known as the Holiday Inn Express &Suites-Orleans (the "Hotel") and allproceeds thereof, pursuant to Section 243 of the Bankruptcy and 1'nsolvency Act and Section 101 of theCourts of.Iustice Act (Ontario) (the "Receivership Proceedings");

Under the Appointment Order, the Receiver is empowered and authorized to sell the Purchased Assets (asdefined below) including the Hatel;

Subject to the approval of the Court, the Receiver wishes to sell and the T'urchaser wishes to purchase onan "as is, where is" basis, all of the right, title and interest of the Receiver or 217 in the Purchased Assetspursuant to the terms and conditions of this Agreement.

In conjunction with the sales procedure contemplated herein, the Receiver will be seeking an Order of theCourt approving this Agreement as a stalking horse bid and the procedures for marketing and sellitag thePurchased Assets.

NOW THE1tEFORE WITNESS THAT in consideration of the sum of Two Dollars now paid by thePurchaser to the Receiver, the mutual covenants and agreements set forth in this Agreement and for othergood and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), theParties covenant and agree as follows:

1. INTERPRETATION

In this Agreement, the following terms shall have the meanings hereunder set forth unless something inthe subject matter or context is inconsistent therewith:

(a) "Accounts Receivable" means all accounts receivable, book debts, trade accounts, notesreceivable and other debts due or accruing due to 217 as of the time of Closing, togetherwith all invoices, chattel paper, sale or purchase orders and other records, howsoeverstored or recorded, in respect thereof.

(b) "Adjustments" has the meaning attributed thereto in Subsection 22(b).

(c) "Agreement" means this Stocking Horse Offer or Purchase Agreement and allsupplements and amendments made by written agreement between the Parties.

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(d) "Agreement Date" means the date this Agreement is fully accepted and executed byboth the Receiver and the Purchaser without further amendment.

(e) "Alternative Transaction" means any sale, transfer or other disposition of the PurchasedAssets on an en bloc or piecemeal basis to any third party or third parties other than thePurchaser pursuant to the Stallcing Horse and Bidding Procedures Order or otherwiseauthorized by the Court.

(fl "Appointment Order" has the meaning set forth in the recitals to this Agreement.

(g) "Approval and Vesting Order" has the meaning set forth in Section 23(e) andsubstantially in the form of Schedule Y .

(h) "Assignment of Contracts" means an assignment and assumption of the interests of 217in and to the Equipment Leases, the Service Contracts and the Contracts, which shallinclude covenants by the Purchaser to assume all obligations of 217 arising under theEquipment Leases, the Service Contracts and the Contracts froze and including theClosing Date. A list of Equipment Leases, the Service Contracts and the Contracts isprovided in Schedule E.

(i) "Aaction" has the meaning set forth in Section 23(b).

(j) "Balance Dae on Closing" has the meaning ascribed thereto in Subsection 3(b).

(k) "Bidding Procedures" has the meaning set forth in Section 23(b) and is furtherdescribed in Schedule G.

(1) "Bill of Sale" means a bill of sale for the Chattels.

(m) "Books and Records" means all books and records pertaining to the Business, includingall lists of the names and such addresses as are available of all prior guests, customersand suppliers, files, documents, books, manuals, records, correspondence, data bases, andall contracts regarding the operation of the Property and employment files and pensiondata, if any, and all other papers and information used in the Business in the possession orcontrol of 217.

(n) "Break Fee" has the meaning set forth in Section 24.

(o) "Building" means the Hotel and all other buildings, structures and fixed improvements,including all systems on the Lands of a mechanical nature, located on, in or under theLands.

(p) `Business" means the business carried on by 217 of operating the Hotel, including,without limitation, all parking operations from the Lands, all as a going concern, and allactivities incidental thereto.

(q) "Business Day" means any day other than a Saturday, Sunday oz statutory holiday inOttawa, Province of Ontario.

(r) "Chattels" means (i) all equipment, Inventory, supplies, linens, and other tangiblepersonal property owned by or on behalf of 217 and used as of Closing exclusively in the

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maintenance, repair, operation, ownership or management of the i'roperly or theBusiness, (ii) all computer hardware, all front desk equipment, guest room furnishings,lobby furnishings, conference room furnishings, window coverings, fitness equipment,signage, janitor equipment, landscaping equipment, parking lot equipment, if any, poolequipment and all other tangible personal property of 217 used in connection with theoperation of the Business, (iii) the Inventory and the interest of 217 in the artwork, if any,within the Property, but specifically excluding those items listed on Schedule B.

(s) "Claims" means all losses, damages, expenses, liabilities (whether accrued, actual,contingent, latent or otherwise), claims and demands of whatever nature or kindincluding, without limitation, all reasonable legal fees and costs on a full indemnitysolicitor and client basis.

(t) "Closing" means the closing and consummation of the Transaction including, withoutlimitation, the payment of the Purchase Price and the delivery of the Closing Documents,on the Closing Date, at fine office of the Receiver's solicitor.

(u) "Closing Date" has the meaning ascribed thereto izi Section 7.

(v) "Closing Documents" means the agreements, instruments and other documents to bedelivered by the Receiver to the Purchaser or the Purchaser's solicitor pursuant to Section

27.2 and the agreements, instruments and other documents to be delivered by thePurchaser to the Receiver or the Receiver's solicitor pursuant to Section 27.3 orotherwise pursuant to this Agreement.

(w) "Contracts" means all of the following:

(i) the Warranties;

(ii) all agreements between 217 (or their predecessors in title) and the owners of oneor more of the surrounding pieces or parcels of land and/or the City of Ottawa,relating to the construction and/or maintenance and/or use of physicalconnections with adjoining properties, whether or not such agreements areregistered against title to the Lands;

(iii) agreements with Governmental Authorities, other than Tax Authorities, whichare Permitted Encumbrances; and

(iv) the Franchise Agreement.

(x) "Court" has the meaning set forth in the recitals to this Agreement.

(y) "Damage Threshold" has the meaning ascribed thereto in Subsection 9(a).

(z) `~Depasit" has the meaning ascribed thereto in Subsection 3(a).

(aa) "Effective Date" means June 1, 2017;

(bb) ~~Election" has the meaning ascribed thereto in Section 15.

(cc) "Employee Severance" has the meaning ascribed thereto in Subsection 13(e).

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(dd) ~~Employees" means all those individuals employed at or in respect of the operation ofthe Hotel, whether on a permanent, full-time, part-time or casual basis, but spec~callyexcludes Management Employees and individuals who have resigned or been terminatedas of the Ciosing Date.

(ee} "Encumbrances" means all registrations, mortgages, pledges, charges, liens, debentures,trust deeds, assignments by way of security, security interests, conditional sales contractsox other title retention agreements or similar interests or instruments charging, or creatinga security interest in, the Purchased Assets or any part thereof ox interest therein, and anyagreements, Leases, options, easements, rights-of-way, restrictions, executions, WorkOrders or other encumbrances (including notices or other registrations in respect of anyof the foregoing) affecting title to the Purchased Assets or any part thereof or interesttherein.

(f~ "Equipment Leases" means the rental agreements and other agreements which allow forthe use of equipment and installations within the Property (other than in regard to fixedequipment and machinery) which are not owned by 217 but which are leased or used by217 in the operation of the Business. A list of Equipment Leases is provided in ScheduleE.

(gg) "Environmental Laws" means Laws relating to;

(i) the protection, preservation or remediation of the Environment;

(ii) occupational, public, or human health and safety;

(iii) the generation, handling, treatment, storage, transportation or disposal of goods,materials or waste; and

(iv) Hazardous Substances;

(whether in existence on the date of this Agreement or executed, promulgated orpublished after the date hexeo~, including but not limited to the Canadzan EnvironmentalProtection Act, 1999 (Canada), the Fisheries Act (Canada), the Environmental ProtectionAct (Ontario), and the Dangerous Good Transportation Act (Ontario) and all regulationsthereunder.

(hh) "Excluded Assets" means the following rights, interests and assets of 217,notwithstanding that they may be situated at, or used in or relate to the operation of, theHotel:

(i) those items listed on Schedule B;

(ii) all cash on hand or on deposit uicluding cash floats (other than deposits, banquetcharges and conference charges paid by customers of the Business for services tobe rendered on and after the Closing Date,. all of which shall form part of theAdjustments);

(iii) all insurance policies of 217 or the Receiver in respect of the Purchased Assets;

(iv) any Taac Refund for the period prior to the Effective Date;

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(v) all accounts receivable of 217 in respect of the Business existing at the ClosingDate and attributable to any period of time prior to the Closing Date;

(vi) any existing Management Agreement for HoteUBusiness; and

(vii) original accounting records.

(ii) `Final Adjustment Date" has the meaning ascribed thereto in Subsection 22(d).

(jj) ~~Franchise Agreement" means the franchise agreement associated with the Business

between 217 and Holiday Hospitality Franchising Inc. A copy of the Franchise

Agreement is attached herewith as Schedule F.

(kk) "Governmental Authorities" means any federal, provincial, regional, municipal or other

government or governmental authority or official having jurisdiction over the Property

and includes any court, board, commission, department, administrative agency or

regulatory body thereof.

(11) "HST" means the harmonized sales tax under the Exczse Tax Act (Canada).

(mm) "Hazardous Substances" means any pollutant, contaminant, hazardous, dangerous,

poisonous, noxious, toxic, radioactive and bioaccumulative, chemical, substance, waste,

material or similar term which are defined and regulated pursuant to Environmental

Laws, including but not limited to:

(i) any substance, waste or material that is toxic, explosive, corrosive, flammable,

infectious, radioactive, carcinogenic, mutagenic, pathological, or otherwise

hazardous;

(ii) any substance or material that may cause harm or discomfort to any Person, have

an adverse effect on the health of any Person, or be an impairment of the safety

of any Person;

(iii) any other dangerous, hazardous or toxic materials or substances which are

prohibited, controlled ox regulated pursuant to Environmental Laws; or

(iv) oil, natural gas, petroleum or petroleum derived substance, asbestos, urea

formaldehyde form insulation, tolene, lead radon gas, pentachlorophenol,

polychlorinated byphenyls and any electrical equipment which contains any oil

or dielectric fluid containing levels of polychlorinated byphenyls.

(nn) "Hotel" means the Holiday Inn Express &Suites -Orleans located at 500 Brisebois

Crescent Ottawa, Ontario, together with the Bixsiness carried on therein.

(oo) "Insolvency Laws" means the Bankruptcy and Insolvency Act (Canada).

(pp) "Insolvency Proceedings" means the Receivership Proceedings, as well as any other

voluntary or involuntary bankruptcy, insolvency, administration or similar judicial

proceedings concerning 217 that are commenced from time to time.

(qq) ~~Intangible Property" means:

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(i) the names and such addresses as are available of prior guests, existing andprospective clients and business contacts of and with respect to tl~e Business,together with the benefit of all existing bookings and reservations and all recordsof 217 with respect thereto; and

(ii) all Books and Records and information contained therein excepting originalaccounting records.

(rr) "Intellectual Property" means all rights and interests, if any, in intellectual property ofany nature or kind relating exclusively to the Property or the Purchased Assets which areowned by or licensed to 217, including the name "Holiday Inn Express &SuitesOrleans".

(ss) "Inventory" means all inventories of supplies, goods, materials, food and beverageswhich are located on the Property pertaining to the Hotel on the Closing Date andincluded inventories in storerooms, refrigerators, pantries and kitchens, but excludinglinens.

(tt) "Lands" means those lands and premises in the City of Ottawa, in the Province ofOntario municipally known as 500 Brisebois Crescent Ottawa, Ontario and legallydescribed in Schedule A.

(uu) "Leases" means:

(i) any offers to lease, agreements to lease, leases, renewals of leases, binding lettersof intent to lease and other rights, licences and similar written agreementsgranted by or on behalf of 217 (or their predecessors in title) to possess or occupyspace within the Property now or hereafter, but excluding the rental of guestrooms. A list of Leases is provided in Schedule E; and

(ii) all security, guarantees and indemnities of the tenants', subtenants' and licencees'obligations under any of the documents referred to in (i) above.

(ww) "Licensor" means Holiday Hospitality Franchising, Tnc., a Delaware corporation, whosebusiness address is Three Ravinia Drive, Atlanta, Georgia 30346, U.S.A;

(xx) "LTO" means the Province of Ontario Land Titles Office in Ottawa.

(yy) `Management Agreement" means any management ageement between 217 and amanager in connecrion with the management or operation of the Hotel.

(zz) `Management Employees" means all those individuals employed at or in respect of theoperation of the Property in a management or supervisory capacity including forcertainty, the general manager, controller, human resources, front office, informationtechnology (IT), maintenance, sales and marketing, housekeeping, food andbeverage/kitchen department heads, if any, identified in Schedule D.

(aaa} ~~Notices" means the notices required to be given to any Person under any Law orpursuant to any contract or other obligations to which 217 is a party ox by which 217 isbound or which is applicable to any of the Purchased Assets in connection with the

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execution and delivery of this Agreement or the completion of the Transactioncontemplated by this Agreement.

(bbb) ~~Offer" shall mean this offer to purchase once accepted by the Receiver.

(ccc) f°Parties" means the Receiver and the Purchaser, as the context requires, their respectivesuccessors and permitted assigns, and "Party" means any one of the Parties.

(ddd) "Permitted Encumbrances" means those Encumbrances and other interests affectingtitle to the Purchased Assets set forth in Schedule C or included in paragraph 17.

(eee) "Person" means any individual, partnership, Iitnited partnership, joint venture, syndicate,sole proprietorship, company or corporation with or without share capital, unincorporatedassociation, trust, trustee, executor, administrator ox other legal personal representative,regulatory body or agency, government or governmental agency, authority or entityhowever designated ox constituted.

(fff) "Personal Information" means all personal information of any Employee, ManagementEmployee, guest or other individual.

(ggg;) "Post-Closing Adjustments" has the meaning ascribed thereto zn Subsection 22(d).

(hhh) "Property" means the Lands and the Building.

(iii) "Property Documents" has the meaning ascribed thereto in Section 8.

(jjj) "Purchased Assets" means all:

(i) the Business;

(ii) the Property;

(iii) the Leases;

(iv) the Equipment Leases;

(v) the Contracts and the Service Contracts;

(vi) the Chattels;

(vii) the Intangible Property;

(viii) the Intellectual Property; and

(ix) all other property, assets, rights, interests, entitlements, benefits and privileges ofany nature or kind whatsoever of 217 directly related to the above,

but specifically excludes the Excluded Assets.

(kkk) "Purchase Price" has the meaning ascribed thereto in Section 3.

(111) "Receiver" has the meaning set forth in the recitals to this Agxeement.

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(mmm) "Receiver's Broker" has the meaning set forth in Section 30.

(nnn) "Sale Hearing" has the meaning set forth in Section 23(b).

(000) "Sale Motion" has the meaning set forth in Section 23(b).

(ppp) "Service Contracts" means all contracts and agreements entered into by ox on behalf of217 with third parties in respect of the maintenance, operation, cleaning, security, fireprotection and servicing of the Property (which for certainty shall not include insurancecontracts). A list of Service Contracts is provided in Schedule E.

(qqq) "Stalling Horse and Bidding Procedures Order" has the meaning set forth in Section23(c) and is substantially in the form of Schedule H.

(rn•) "Stalking Harse Offer" means this Agreement.

(sss) "Stalking Horse Purchaser" means the Purchaser.

(ttt) "Supplementary Assessment" has the meaning ascribed in Subsection 22(fl.

(uuu) "Tax Appeals" has the meaning ascribed thereto in Subsection 22(x.

(wv) "Tax Authority" means any local, principal, governmental, state, provincial; territorial,federal or other fiscal, custom or excise authority, body or official which is responsiblefor imposing, collecting and/or administering any Tomes.

~~Tax Refund" has the meaning ascribed thereto in Subsection 22(x.

(xxx) "Tax Retarns" means all returns, reports, declarations, elections, notices, Filings, forms,statements and other documents (whether in written, electronic or other forrzt), includingany amendments, schedules, attachments, supplements, appendices and exhibits thereto,which have been prepared and/or filed, or which are required to be prepared and filed, inrespect of Taxes.

(yyy) "Taxes" means all taxes, surtaxes, duties, fees, assessments, withholdings, imposts, dues,levies and other charges of any nature, including interest, penalties, fines, additions to taxor other additional amounts imposed or collected by any Tax Authority, whether disputedor not, including those levied on, or measured by, or referred to as, income, franchise,capital, capital gains, gross receipts, profits, transfer, land transfer, sales, goods andservices, harmonized sales, use, value-added, excise, withholding, business, property,occupancy, employer health, payroll, employment, health, social services, education andsocial security taxes, all surtaxes, all customs duties and import and export taxes,countervail and anti-dumping and all employment insurance, health insurance andCanada, Quebec and other government pension plan and other employer plan premiums,contributions or withholdings.

(zzz) "Transaction" means the purchase and sale of the Purchased Assets provided for in thisAgreement.

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(aaaa) "Transferred Information" means Personal Information disclosed or conveyed to thePurchaser or otherwise acquired by it, and includes all such Personal Informationdisclosed to Purchaser duxing the period leading up to and including the Closing Date.

2. AGREEMENT OF PURCHASE AND SALE

(a) Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shallpurchase, be assigned and assume from the Receiver and the Receiver shall sell, transfer,assign, convey and deliver to the Purchaser, all of 217's right, title and interest in and tothe Purchased Assets, on an "as is where is" basis, free and clear of all Encumbrances(other than Permitted Encumbrances) pursuant to the Approval and Vesting Order.

(b) The agreement of the Receiver and the Purchaser set forth in Subsection 2(a) creates andconstitutes a binding agreement of purchase and sale of the Purchased Assets on andsubject to the provisions of this Agreement.

(c) The Purchaser acicriowledges and agrees that, notwithstanding anything else contained inthis Ageement, the Purchased Assets are being sold by the Recezver on an "as is, whereis" basis and the Purchaser accepts the same in their present state, condition and location.No representation, warranty or covenant is expressed or implied by the Receiver or 217,including any warranties as to title, assignability, encumbrance, description,merchantability or fitness for a particular purpose, environmental compliance, condition,quantity or quality, or in respect of any other matter or thing whatsoever concerning thePurchased Assets or the sale thereof to the Purchaser hereunder. The disclaimer hereto ismade notwithstanding the delivery or disclosure to the Purchaser or its directors, officers,employees, agents or representatives of any documentation or other information(including any financial projections or other supplemental data included in thisAgreement and/or any Schedule) and such documentation or information is not warrantedto be complete or accurate or correct and such description does not constitute part of theterms and conditions of the sale of the Purchased Assets.

3. PURCHASE PRICE

The purchase price shall be the surn of EIGHTEEN M1I,LION DOLLARS ($1$,000,000.00) (the"Purchase Price"), exclusive of HST, subject to the adjustments, Election and other payments requiredpursuant to this Agreement. The Purchase Price shall be paid by the Purchaser to the Receiver as follows:

(a) A refundable deposit of T'WO MII.LION DOLLARS ($2,000,000.00) (the "Deposit") onaccount of the Purchase Price shall be paid by way of certified cheque or bank draft to theReceiver's solicitors in trust within three (3) Business Days of the Ageement Date.

(b) The balance of the Purchase Price, subject to any adjustment in accordance with thisAgreement (the Balance Due on Closing"), shall be paid by the Purchaser to theReceiver's solicitor's trust account by way of certified cheque or bank draft or wiretransfer on the Closing Date as hereinafter provided.

4. THE DEPOSIT

(a) The Deposit shall be held and dealt with by the Receiver's solicitors in trust pending theClosing and otherwise on the terms and conditions contained in this Agreement.

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(b) The Deposit will be held in an interest bearing account.

(c) If the Transaction is completed on the Closing Date in accordance with the terms hereofor as verified with the mutual consent of the parties, then the Deposit and all interestearned thereon shall be released from trust and applied towards payment of the PurchasePrice.

(d) If the Transaction is not completed on the Closing Date due to the Purchaser notsatisfying the Purchaser's Conditions, the Deposit shall be released from trust andreturned to the Purchaser, with any interest earned thereon.

(e) If the Transaction is not completed on the Closing Date:

(i) due to a default of the Purchaser, then the Deposit and all interest thereon shall bereleased from trust and paid to the Receivex as liquidated damages within three(3) Business Days of the Closing Date in full and complete satisfaction of alldamages, losses, costs and expenses incurred by the Receiver as a result of suchfailure, whereupon neither the Receiver nor the Purchaser shall have anycontinuing rights or obligations hereunder; or

(ii) due to a default of the Receiver, then at the Purchaser`s option, the Deposit andall interest thereon shall be returned to the Purchaser and the Transaction shall benull and void whereupon neither the Receiver nor the Purchaser shall have anyrights of any nature whatsoever hereunder save and except, any provisions whichare stated to survive the termination of this Agreement,

5. AI.LOCATTON OF PURCHASE PRICE

On or before the Closing Date, the Receiver and the Purchaser nnay agree upon a written allocation of theamount of the Purchase Price among the Building, the Lands, the Chattels and the Inventory for thepurposes, inter alia, of completing the transfer/Approval and Vesting Order in :respect ofthe Property andcalculating the land transfer taxes payable in respect thereof, and for the purposes of calculating the HST,if any, payable in respect of the conveyance of the Chattels, provided, however, that the failure to ageeupon such an allocation of the Purchase Price shall not, under any circumstances, constitute a condition toeither Party's obligation to complete the Transaction or otherwise relieve the Parties from theirobligations to complete the Transaction pursuant to this Agreement. If the Parties fail to agree upon theallocation of the Purchase Price, then the Receiver and the Purchaser shall be entitled to allocate theamount of the Purchase Price as each such Party may so choose.

6. INSPECTION

INTENTIONALLY DELETED

CLOSING DATE

The date for completion, possession and conveyance of the Property and the Purchased Assets shall be onJune 30, 2017 or such earlier or later date as agreed by the Receiver and the Purchaser provided theconditions set forth under sections 20 and 21 are satisfied (the'~Closing Date") and provided the effectivedate of the Transaction shall be June 1, 2017.

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DELIVERY OF DOCUMENTS

It is understood that the Receiver will deliver to the Purchaser on or before the Closing, the followingdocumentation and information (the "Property Documents"):

(a) a certified copy of the Approval and Vesting Order; and

(b) with respect to the Hotel, any existing surveys, legal descriptions and title policies in thepossession of the Receiver.

OPERATION BEFORE CLOSING

(a) The interests of 217 in and to the Lands, Building and the Chattels being purchased,acquired and assumed by the Purchaser pursuant to the terms and conditions of thisAgreement shall be preserved and protected by the Receiver, using its best efforts, untilClosing. If any physical loss or damage to the Lands, Building or Chattels (which, forcertainty, shall not include any business interruption loss) in excess of an amount equal toOne Million Dollars ($1,000,000.00) in the aggregate not including HST or which resultsin 20 or more rooms in the Hotel not being useable (the ~~Damage Threshold") occursbefore that time, the Purchaser, within ten (10) days following receipt of Notice from the

Receiver regarding such physical loss or damage and the extent thereof, at its option shall

either:

(i) elect to terminate this Agreement by Notice to the Receiver, in which case thisAgreement shall be terminated, null and void and of no further force ox effectwhatsoever (save in respect of provisions which are stated to survive anytermination of this Agreement) and the Deposit shall be returned to the Purchaserwith interest and no Farty shall have a claim against the other with respect to thisAgreement except as aforesaid; or

(ii) elect to complete the Transaction, in which event the Receiver shall apply any

insurance proceeds received with respect to such loss or damage to effect the

prompt repair, replacement or restoration thereof to the condition of such

Purchased Assets or, at the request of the Purchaser, hold such proceeds for

payment to the Purchaser on Closing.

If the Purchaser fails to terminate this Agreement in the manner and within the time limit

provided for herein, the Purchaser shall be deemed to have elected to complete the

Transaction.

If physical loss or damage of an amount less than the Damage Threshold occurs to the

Land, Building or Chattels, the Purchaser shall have no right to terminate this Agreement

pursuant to this section and the Receiver shall apply any insurance proceeds received

with respect to such loss or damage to effect the prompt repair, replacement or restoration

thereof to the condition of such Purchased Assets or, at the request of the Purchaser, hold

such proceeds fox paynnent to the Purchaser on Closing.

If any loss or damage to the Building occurs within ten (10) days prior to Closing, the

Closing Date will be extended by a period sufficient for the foregoing election to be made

and acted upon by the Purchaser in the manner and times aforesaid.

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If the Receiver and the Purchaser do not agree as to whether any loss or damage is inexcess of the Damage Threshold or as to the repair cost, the mater shall be determinedby the decision of an independent licensed Ontario architect retained by the Receiver,with the cost of such architect's determination being shaxed equally between the Receiverand the Purchaser.

Notwithstanding anything herein to the contrary, if any physical loss or damage of anyamount occurs to the Land, Building or Chattels above Damage Threshold and basedsolely thereon the Purchaser's lender (who must be a party dealing at arm's length with.the Purchaser) withdraws its lending commitment or the Franchisor terminates theFranchise Agreement, then this Agreement shall be terminated, null and void and of nofurther force or effect whatsoever (save in respect of provisions which are stated tosurvive any termination of this Agreement) and the Deposit shall be returned to thePurchaser with interest and no ParCy shall have a claim against the other with respect tothis Agreement except as aforesaid.

(b) If any material portion of the Property is expropriated by public or other lawfulauthorities before Closing, then the Purchaser shall have the right to elect by Notice,within ten (10) days following receipt of Notice from the Receiver regarding suchexpropriation, either:

(i) to take the damages awarded, as the case may be, and complete the Transaction;or

(ii) to terminate this Agreement by Notice to the Receiver, in which event the InitialDeposit and all interest accrued thereon shall be returned to the Purchaser andthis Agreement shall thereupon be terminated, null and void and of no furtherforce or effect whatsoever and no Party shall have a claim against the other withrespect to this Agreement except to the extent that a claim arises out ofprovisions which are stated to survive the termination of this Agreement.

If the Purchaser fails to terminate this Agreement in the manner and within the time limit,the Purchaser shall be deemed to have elected to complete the Transaction. For greatercertainty, the conversion of any private right of way to or into a public right of way, roador street on or surrounding the Hotel or Property does not constitute an expropriationunder this section.

10. NEW LEASES AND CONTRACTS AND AMENDMENTS TO LEASES ANDCONTRACTS

(a) Subject to this Agreement, the Receiver shall not enter into any:

(i) new offer to lease, agreement to lease, lease, amendment of lease, renewal oflease, binding letter of intent to lease or other licence granted by or on behalf of217 to possess or occupy space within the Property now or hereafter;

(ii) new agreements on behalf of 217 (as owners of the Froperty) and the owner ofany one or more of the surrounding pieces or parcels of land and/or The City ofOttawa, relating to the construction and/or maintenance and/or use of physicalconnections with adjoining properties;

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(iii) hiring of additional Employees or change of remuneration being paid toEmployees; or

(iv) new Encumbrances,

from and after the date hereof without the prior approval of the Purchaser in its salediscretion or the approval of the Court.

(b) The Receiver shall not renew, amend or terminate any Equipment Lease, ServiceContract or Contxact from and after the date hereof without the prior approval of thePurchaser in its sole discretion.

(c) The Purchaser agrees that it will respond by Notice to the Receiver to any request for anyapproval pursuant to this Section 10.1 prior to 4:30 p.m. (EST) on the second (2°d)Business Day after such request and, if it fails to so respond in the manner and within thetime provided therefor, its approval shall be deemed to have been given.

i0.2 ASSUMED SERVICE CONTRACTS

If any of the Service Contracts requires the consent of third parties, the Purchaser shall be solelyresponsible for obtaining such consent from the third parties prior to Closing.

10.3 FRANCHISE AGREEMENT

(a) Upon signing of this Agreement, the Purchaser shall notify the Licensor, in writing, ofthe Purchase Agreement and the Closing Date, and request the Licensor to provide astatement setting forth all application and re-license fees payable upon a transfer of theHoliday Inn Express License Agreement (the "Licence Transfer Fee").

(b) The Purchaser shall pay the Licence Transfer Fee on or before the Closing Date to theLicensor and provide evidence of such payment to the Receiver.

(c) In the event that the Licensor issues a Detailed Non-Compliant Report in relation to theBusiness or the Hotel, the Purchaser shall be solely responsible to satisfy the items set outin the Detailed Non-Compliant report.

(d) The Licence Transfer Fee shall not include any fees or royalties owed by 217 to theLicensor pursuant to the Holiday Inn Express License Agreement for any period prior tothe Closing Date (except to the extent such fees or royalties axe deemed to have occurredsubsequent to the Closing Date).

1 1. RECEIVER'S REPRESENTATIONS, WARRANTIES AND COVENANTS'

Except as otherv✓ise disclosed to the Purchaser in writing, the Receiver, hereby represents, warrants andcovenants to the Purchaser as of the date of this Ageement and the Closing Date, as follows:

(a) The Receiver, pursuant to the Appointment Order, has the power, authority, right andcapacity to enter into and deliver this Agreement, to carry out the transactions and enterinto the other agreements contemplated by this Agreement in the manner contemplatedby this Agreement.

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(b) The Receiver, pursuant to the Appointment Qrder, has the power and authority to executeand deliver all docunnents required by this Agreement acid convey 217's interest in thePurchased Assets to the Purchaser.

(c) The Receiver is not and will not be non-residents of Canada on the Closing Date withinthe meaning of Section 116 of the Income Tcrz Act (Canada).

(d) 217 is registered under Part LX of the Excise Tax Act (Canada.) and has been assignedHST registration number 857951891 RT0001.

(e) Except as specifically set forth in this Agreement, the Receiver makes no representationor warranty with respect to the Purchased Assets, all of which, subject to the provisionsof this Agreement, are purchased by the Purchaser in an "as is, where is" condition.

The representations and warranties of the Receiver contained in this Agreement shall not merge on theClosing Date but shall continue in full force and effect for the benefit of Purchaser for a period of one (1)year following the Closing Date. The representations and warranties of the Receiver contained in thisAgreement will cease to have effect one (1) year following the Closing Date except to the extent thatwritten notice of a claim has been made by the Purchaser thereunder prior to that date.

12. PURCFIASER'S REPRESENTATIONS AND WARRANTIES

The Purchaser hereby represents, warrants and covenants to the Receiver as of the date of this Agreementand on the Closing Date, as follows:

(a) Tt is or will on Closing be a corporation duly organized, validly existing and in goodstanding under the laws of its governing jurisdiction and has the corporate power,authority, right and capacity to own its property and assets and enter into, execute anddeliver this Agreement and carry out the Transaction and enter into the other agreementscontemplated by this Agreement in the manner contemplated by this Agreement all ofwhich have been duly and validly authorized by all necessazy proceedings.

(b) Neither the execution and delivery of this Agreement nor the completion andperformance of the transactions contemplated herein, nor compliance by the Purchaserwith any provision hereof will conflict with or result in a breach of:

(i) any of the provisions of the constating documents of the Purchaser;

(ii) any material agreement or other instrument to which the Purchaser is a party orby which they are bound; or

(iii) or any law applicable to the Purchaser.

(c) This Agreement constitutes valid and legally binding obligations of the Purchaser,enforceable against it in accordance with its terms subject to applicable bankruptcy,insolvency, reorganization and other laws of general application limiting the enforcementof creditors' rights generally and to the fact that equitable remedies are available only inthe discretion of the court.

(d) On or before the Closing Date, the Purchaser shall be registered under the Excise Tax Act(Canada) for tk~e purposes of HST.

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Tl~e Purchaser stall promptly deliver to the Receiver written notice specifying the occurrence or likelyoccurrence of any event which may result in any of the Purchaser's representations and warrantiescontained in this Agreement not continuing to be true in any material fashion as at the Closing Date.

The representations and warranties of the Purchaser contained in this Agreement shall not merge on theClosing Date but shall continue in full force and effect for the benefit of the Receiver for a period o£one(1) year following the Closing Date. The representations and warranties of the Purchaser contained inthis Agreement will cease to have effect one (1) year following the Closing Date except to the extent thatwritten notice of a claim has been made by the Receiver thereunder prior to that date.

I3. EMPLOYEES

(a) 217 shall bear sole responsibility and liability, and indemnify and hold the Purchaserharmless, for:

(i) payment of all earned and accrued salary, overtime, wages, benefits, bonuses,commissions, gratuities, pension benefits, vacation pay or other amounts for allEmployees and Management Employees for the period prior to the Closing Date;

(ii) any Claims made against the Purchaser in relation to any Employees' andManagement Employees' employment, including but not limited to claims fortermination notice, pay in lieu of notice, severance pay, wrongful dismissal, andany and all claims made pursuant to human rights, employment standards, andworkers' compensation for the period prior to the Closing Date;

(iii) all amounts owed to any Employee who is on lay-off as of the Closing Date; and

(iv) all claims for injury, disability, death or workers' compensation arising from, orrelated to employment in, the Business prior to the Closing Date.

(b) The Purchaser shall bear sole responsibility and liability, and indemnify and hold 217 orthe Receiver harmless, for:

(i) payment of all earned and accrued salary, overtime, wages, benefits, bonuses,commissions, gratuities, pension benefits, vacation pay or other amounts for allEmployees and Management Employees fox the period after the Closing Date;

(ii) any Claims made against the Purchaser in relation to any Employees' andManagement Employees' employment, including but not limited to claims fortermination notice, pay in lieu of notice, severance pay, wrongful dismissal, andany and all claims made pursuant to human rights, employment standards, andworkers' compensation for the period after the Closing Date;

(iii) all amounts owed to any Employee who is on lay-off after the Closing Date; and

(iv) all claims for injury, disability, death or workers' compensation arising from, orrelated to employment in, the Business after the Closing Date.

(c) For greater certainty, it is acknowledged that 21'7 retains all obligations with respect topost-employment health, life insurance and other benefits for former Employees andManagement Employees of 217 who as of the Closing Date were retired.

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(d} All Employees and Management Employees shall be terminated by the Receiver on theClosing Date.

(e) The Purchaser may offer employment to any Employees and Management Employees onthe Closing Date or any time after the Closing Date. The Purchaser shall be solely liableand responsible for the payment of any and all pay in lieu of notice, termination pay,severance pay, reasonable notice, amounts for loss of benefits or other amounts, asapplicable, whether pursuant to statute, contract or common law (the "EmployeeSeverance") that any Employee or Management Employee who accepts an offer ofemployment from the Purchaser may become entitled to as a result of the termination ofemployment of such Employee or Management Employee by the Purchaser at any timeafter the Closing Date.

(fl Nothing herein shall be construed as to prevent the Purchaser from terminating theemployment of any Employee or Management Employee at any time after the ClosingDate for any reason (or no reason), subject to the Purchaser's obligation to provide theEmployee Severance.

(g) The Receiver shall reserve, out of the funds paid on account of the Purchase Price onClosing, and shall hold pending a determination by the Court of those entitled thereto andthe amounts and priority to which they are respectively entitled and authorizing anddirecting the Receiver to effect payment of all such proven amounts to those entitledthereto, an aggregate amount sufficient to pay all proven unpaid amounts in respect ofEmployees and Management Employees employed by 217 prior to Closing includingproven claims fox employment insurance, Canada Pension Plan, employer health tax,applicable statutory hospitalization insurance, workers compensation assessments,accrued wages, salaries and commissions, vacation pay and employee benefit planpayments and including proven claims that are or may be secured by a security underSection 81.4 or Section 81.6, as the case tray be, of the Bankruptcy and Insolvency Act(Canada).

(h) The Purchaser covenants and agrees to use and disclose Transferred Information only forthose purposes for which the Transferred Information was initially collected from or inrespect of the individual to which the Transferred Information relates, and only provide itto individuals within the Purchaser who have a bona ode need to access the TransferredInformation, unless:

(i) the Purchaser has first notified such individual of such additional purpose, andwhere required by applicable law, obtained the consent of such individual to suchadditional purpose; or

(ii) such use or disclosure is permitted or authorized by applicable law, withoutnotice to, or consent from, such individual.

Subject to tk~e foregoing, the Purchaser acknowledges that the Purchaser shall keep theTransferred Information in strict confidence and in accordance with the terms of thePersonal Privacy and Electronic Documents Act (Canada) and all other applicableprivacy legislation, and shall indemnify the Receiver for any Claims resulting from itsfailure to do so, and shall review the Transferred Information in respect of Employeesand Management Employees solely for the purposes of the Purchaser conducting duediligence to ensure that it is able to mitigate or eliminate any potential liability to the

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Purchaser for costs and liabilities associated with Employees and ManagementEmployees.

14.

The Receiver shall on Closing provide an officer's certificate in a form satisfactory to the solicitor for thePurchaser, acting reasonably, that the Receiver is not anon-resident of Canada as of the Closing Datewithin the meaning of the Income Tax Act (Canada).

15. TAXES

The Purchaser will be liable for and will pay any and all federal and provincial sales tax or other taxespayable upon or in connection with the conveyance or transfer of the Property or Purchased Assets,including HST, but specifically excluding any income taxes, including taxes in respect of capital gains, ifany, payable by 217 upon or in connection with the conveyance or transfer. At the option and request ofthe Purchaser, the Purchaser and the Receiver shall elect jointly under subsection 167(1) ofthe Excise TaxAct (Canada) in the form prescribed for the purposes of that subsection (the "Election"), in respect of thesale and transfer of the Purchased Assets. The Purchaser shall file the Election with its HST return. for itsreporting period that includes the Closing Date. On the Closing Date, the Purchaser shall be dulyregistered as a registrant under a subdivision (d) of Division "V" of the Excise Tax Act (Canada.), and onor before the Closing Date, the Purchaser shall deliver to the Receiver a certificate and indemnitysatisfactory to the Receiver's solicitor and sufficient to relieve the Receiver from any obligation to collectand remit any HST with respect to the sale of the Property.

16. MANAGEMENT AGREEMENT

If there is an existing Management Agreement it shall not be assigned or assumed on Closing as a resultof the sale by the Receiver. The Management Agreement shall terminate on Closing and will be of nofurther force and effect. Any penalties or costs associated with the termination of the agreement shall bethe responsibility of 217.

17. TITLE

Subject to the conditions set out below in this Agreement, the Receiver shall apply to the Court for anApproval and Vesting Order approving the sale of the Purchased Assets to the Purchaser pursuant to thisAgreement and vesting title to the Purchased Assets free from Encumbrances except as otherwisespecifically provided for in the Approval and Vesting Order including the Permitted Encumbrancesincluding those instruments listed in Schedule C of this Agreement.

18. ADDITIONAL COVENANTS OF THE RECEIVER

The Receiver hereby covenants and agrees with the Purchaser as follows:

(a) The representations and warranties of the Receiver set forth in Section 11 shall be trueand correct in all material respects as of the Closing Date and that the conditions o£closing for the benefit of the Purchaser set forth in Section 20 shall have been performed,satisfied ox complied with as of the Closing Date.

(b) To permit the Purchaser and its authorized representatives upon reasonable advancenotice to the Receiver to have one right of entry and access to the Property and theChattels before Closing to inspect the same and its state of repair and to conduct such

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reasonable tests and site assessments, at the expense of the Purchaser, as the Purchaser,acting reasonably, deems necessary provided the Purchaser shall not interfere with theBusiness during such an inspection. The Purchaser shall be liable for any and all Claiz~asincurred by the Receiver in respect of any damage to the Property resulting from theinspection, tests and assessments undertaken by the Purchaser. The exercise of any rightsof access or inspection by ar on behalf of the Purchaser under this Subsection 18(b) shallnot affect or mitigate the covenants, representations and warranties of the Receiverhereunder, which shall continue in full force and effect.

(c) To maintain liability and fire insurance coverage in respect of the Property, the Chattelsand the Business in full force and effect up to and including the Closing Date of suchrisks, in such amounts and on such terms as would a prudent owner and if requested bythe Purchaser, will promptly provide copies of such policies to the Purchaser.

(d) Not to sill, transfer title to, or dispose of or transfer possession of the Purchased Assets,except for those consumed in the ordinary course of business.

19. ADDITIONAL COVENANTS OF THE PURCHASER

The Purchaser hereby covenants and agrees with the Receiver as follows:

(a) To indemnify and save harmless the Receiver and 217 from and against all liabilities(whether accrued, actual, contingent or otherwise), Claims and demands whatsoeverrelating to the Property and accruing after the Closing Date except those liabilities,Claims and demands related to 217 for which 217 is expressly liable. hereunder andexcept those liabilities, Claims and demands that arise through the negligence or wilfulmisconduct of 217.

(b) The representations and warranties of the Purchaser set forth in Section 12 will be trueand correct as of the Closing Date and that the conditions of closing for the benefit of theReceiver as are in the control of the Purchaser set forth in Section 21 shall have beenperformed, satisfied or complied with as of the Closing Date.

The Purchaser shall indemnify and save harmless the Receiver from and against all Claims suffered bythe Receiver resulting from any breach of any covenant of the Purchaser contained in this Agreement orfrom any inaccuracy or misrepresentation in any representation or warranty set forth in Section 12.

20. PURCHASER'S CONDITIONS

This Agreement is subject to the following conditions which are for the exclusive benefit of the Purchaserto be performed or complied with at or prior to the Closing Date except as otherwise provided below.

(a) The Receiver shall have performed ox complied with all of the terms, covenants andconditions of this Agreement to be performed or complied with by the Receiver in allmaterial respects.

(b) The representations and warranties of the Receiver set forth in Section 11 shall be trueand correct in all material respects on the Closing Date with the same force and effect asif made at and as of such time. If on the Closing Date any of the representations orwarranties made by the Receiver are untrue in any material respect or the Receiver is indefault in under any of the covenants and agreements to be observed or performed by the

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Receiver under this Agreement, the Purchaser may elect not to complete the purchase ofthe Purchased Assets under this Agreement, without prejudice to any rights or remediesthe Purchaser may have at law or in equity in respect of the Receiver's breach or default.

(c) Each of the Stalking Horse and Bidding Procedures Order and the Approval and VestingOrder, described below in this Agreement, shall have been made and entered, and neithershall have been amended or varied in any manner adverse to the interests of the Purchaseror stayed as of the Closing.

The above conditions are for the sole benefit of the Purchaser and may be waived in writing by thePurchaser only within the time specified herein. The Purchaser has the right to waive the Purchaser'sconditions at any tune within the tune specified at its discretion and proceed with the Transaction.

21. RECEIVER'S CONDITIONS

This Agreement is subject to the following conditions which are for the exclusive benefit of the Receiverto be performed or complied with at or prior to the Closing Date except as otherwise provided below.

(a) The Purchaser shall have performed or complied with all of the terms, covenants andconditions of this Agreement to be performed or complied with by the Purchaser in allmaterial respects.

(b) The representations and warranties of the Purchaser set forth in Section 12 shall be trueand correct in all material respects on the Closing Date with the same force and effect asif made at and as of such. time.

(c) Each of the Stalking Horse and Bidding Procedures Order and the Approval and VestingOxder, described below in this Agreement, shall have been made and entered, and neithershall have been amended or varied in any manner adverse to the interests of the Purchaseror stayed as of the Closing.

The above conditions (a) and (b) are for the sole benefit of the Receiver and may be waived in writing bythe Receiver only within the time specified herein. The Receiver has the right to waive the aboveconditions (a) and (b) at any time within the time specified at its discretion and proceed with theTransaction. In the event that the Receiver does not waive or otherwise remove the said Receiver'sconditions 3n writing withui the time specified, then at the option of the Receiver this Agreement shall benull and void and the Purchaser and Receiver shall be released from all obligations hereunder.

22. INVENTORY AND ADJUSTMENTS

(a) The Receiver shall maintain reasonable Inventory levels for the operation of the Hotel tothe Closing Date. For greater certainty, the cost of maintaining the said Inventory levelsand other operating costs from the Effective Date shall be the responsibility of thePurchaser as part of the Closing or Post-Closing Adjustments. Inventory shall beincluded in the Purchase Price without adjustment.

(b) All prepaid expenses, deposits, real estate taxes, hotel taxes, operating costs, utilityaccounts, rebates, cash floats, gift certificates, gift cards, or any other credit voucher orcoupon, which may be redeemed post-Closing and other usual adjustments between avendor and a purchaser of a hotel similar to the Hotel ("Adjustments") shall be adjustedbetween the Receiver and the Purchaser as at the Effective Date, with the Receiver being

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entitled to all revenue a~zd benefit, and responsible for all of the costs, of the PurchasedAssets and the operation of the Hotel up to that time,: and the Purchaser entitled to allrevenue and benefits and responsible for all of the costs thereafter. In addition, shouldthe Purchaser receive payment on account of any Excluded Asset (such as any accountsreceivable of 217), the Purchaser shall receive such payment in trust for the Receiver andshall forward such payments to the Receiver forthwith upon receipt. The Receiver shalldeliver to the Purchaser a draft statement of Adjustments at least three (3) Business Daysprior to Closing.

(c) The Receiver shall receive a credit £or all of the hotel guest room payments and othercharges of hotel room guests with respect to all nights prior to the night before theEffective Date. Room revenues for the night prior to the Effective Date shall beapportioned 50% to the Receiver and 50%for the Purchaser.

(d) The Parties hereby agree to readjust all errors, omissions and estimated amounts in thestatement of adjushnents after Closing ("Post-Closing Adjustments"). The Receivershall provide within a reasonable time after Closing a statement with reasonablesupporting documentation as to the Gross Revenue of the Hotel from and including theEffective Date and all ordinary expenses in operating the Hotel from the Effective Date,in each case, to the Closing Date. To the extent the revenues exceed the expenses by anarxaount greater than accounted for in the Closing Adjustments, the Receiver shall remitsame to the Purchaser. To the extent the expenses exceed the revenue to the extent samehave not been accounted for in the Closing Adjustments, the Purchaser shall remit sameto the Receiver. The forgoing Post-Closing Adjustments sha11 be adjustments on accountof the Purchase Price. Fox the purposes of the operating expenses, no interest payable tocreditors from and after the Effective Date shall be included nor shall the any expenses ofthe Receiver save and except the normal operating expenses required for the operation ofa hotel business of the nature of the Hotel. All requests £or Post-Closing Adjustmentsmust be made in writing, with supporting details and calculations, on or before the datathat is one hundred and twenty (120) days after the Closing Date (the "Final AdjustmentDate") and neither Party shall be required to make any Post-Closing Adjustments that donot meet the requirements of this Subsection 22(d). Any valid Post Closing Adjustmentpursuant to this Subsection 22(d) in favour of the Receiver or Purchaser shall be paid bythe other Party within ten (10) Days of the written request for same.

(e) The Purchaser shall provide the Receiver, during normal business hours at any time, andfronn time to time, after Closing upon reasonable prior notice to the Purchaser, access tothe books, files and records of the Pus•chaser relating exclusively to the Purchased Assetsfor the purpose of calculating or verifying the amount of any Post-Closing Adjustments.This right shall continue until the later of the Final Adjustment Date and the settlementand paynnent of all Post-Closing Adjustments which have been requested by any Partypursuant to Subsection 22(d).

(~ In the event that, on Closing, there are any ongoing realty or business tax appeals relatingto the Purchased Assets for one or more periods prior to Closing, including for anytaxation or assessment period in which the Closing occurs ("Tax Appeals") the Receivermay, at its option, continue such Tax Appeals, and shall be entitled to receive, as theirown property, any payment or refund resulting from taxes therefrom that is applicable tothe period prior to the Effective Date (a "Tax Refund"). .Any Tax Refixnd paid to thePurchaser after Closing shall be received by the Purchaser in trust for the Receiver andpaid to the Receiver forthwith for and to the extent the Tax Refiind is for any taxes during

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the period prior to the Effective Date. Notwithstanding the foregoing, in the event that(and to the extent that) a Tax Refund relates to the year in which Closing occurs, the TaxRefiind in respect of such year shall be adjusted as of the Effective Date notwithstandingthat such adjushnent occurs after the Final Adjustment Date. In the event that such TaxAppeals result in a supplementary or increased xealty or business tax assessment for theperiod prior to the Effective Date (a ~~Supplementary Assessment"), suchSupplementary Assessment shall be the responsibility of 217 and shall be paid by 217.Notwithstanding the foregoing, in the event that (and to the extent that) a SupplementaryAssessment relates to the year in which Closing occurs, the Supplementary Assessmentin respect of such year shall be adjusted as of the Effective Date notwithstanding thatsuch adjustment occurs after the Final Adjustment Date.

(g) The provisions of this Section 22 shall survive the Closing.

23. STALtQNG HORSE AND BIDDING PROCEDURES APPROVAL AND VESTING

ORDER

(a) The Receiver and the Purchaser acknowledge that this Agreement and the Transactioncontemplated hereby are subject to Court approval.

(b) The Receiver shall, in a timely manner to be able to comply with paragraph (c), ale andserve motions (together, the "Sale Motion"), which Sale Motion shall include copies ofthe Bidding Procedures and of the Stalking Horse and Bidding Procedures Order, seekingCourt approval of: (i) the acceptance by the Receiver of this Agreement as a stalkinghorse asset purchase agreement; (ii) a stalking horse sale process and related biddingprocedures in connection with the sale of the Purchased Assets reasonably acceptable tothe Purchaser and substantially in the form of Schedule G hereto (the "BiddingProcedures"); (iii) the payment to the Purchaser of the Break-Fee in the circumstancescalled for hereunder; and (iv) the scheduling of an auction and sale hearing ascontemplated by the Bidding Procedures (the "Auction" and "Sale Hearing",respectively). The Sale Motioxa shall be served by the Receiver's counsel on all partiesthen on the service list for the Receivership Proceedings and on such other Person, if any,as the Purchaser's counsel may reasonably request.

(c) The Receiver shall use its commercially reasonable efforts to have the Court enter on orabout May 17, 18 or 19, 2017 an order reasonably acceptable to the Purchaser andsubstantially in the form of Schedule H (i) approving this Agreement and the BiddingProcedures and the payment to the Purchaser of the Break-Fee, in circumstances calledfor hereunder and (ii) scheduling the Auction and the Sale Hearing (collectively, the"Stalking Horse and Bidding Procedures Order").

(d) If the Receiver has received one ox more "Qualified Bids" from "Qualified Bidders" (assuch terms are defined in the Stalking Horse and Bidding Procedures Order) on or before5:00 p.tn. (E.D.T.) on the date that is 21 days or three weeks from the date the Courtissues the Stalking Horse and Bidding Procedures Order (i.e., June 7, 8 or 9, 2017) (the"Bid Deadline"), the Receiver shall use its connmercially reasonable efforts to conductthe Auction for the Purchased Assets on or before 5 Business Days after the Bid Deadline(i.e., June 14, 15 or 16, 2017).

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(e) The Receiver shall use its commercially reasonable efforts, including by filing andserving a motion with the Court as soon as practicably possible following the completionof the Auction (the "Approval and Vesting Motion"), to have the Court male on orbefore June 23, 2017 an order reasonably acceptable to the Purchaser and substantially inthe form of Schedule I (the "Approval and Vesting Order") approving the sale o£ thePurchased Assets to the Purchaser pursuant to this Agreement or to the Person otherwisesubmitting the highest and otherwise best bids) for the Purchased Assets at the Auctionand vesting title to the Purchased Assets in the Purchaser or such other Person free andclear of all Encumbrances other than Permitted Encumbrances.

(fl In the event leave to appeal is sought, an appeal is taken or a stay pending appeal isrequested with respect to the Stalking Horse and Bidding Procedures Order or theApproval and Vesting Order, the Receiver shall promptly notify the Pua~chaser of suchleave to appeal, appeal ox stay request and shall promptly provide to the Purchaser a copyof the related notices) or order(s). The Receiver shall also provide the Purchaser withwritten notice of any motion or application filed in connection with any leave to appeal orappeal from such orders.

(g) Prom and after the date hereof, and to the extent the Purchaser is the successful biddex atAuction or if no Auction is required, the Receiver shall not take any action that isintended to result in, or fail to take any action the intent of which failure to act wouldresult in, the reversal, voiding, modification or staying of the Stalking Horse and BiddingProcedures Order or the Approval and Vesting Order.

(h) From and after the date hereof, the Receiver shall provide such prior nonce as may bereasonable under. the circumstances before filing any materials with the Court that relate,ui whole or in part, to this Agreement, the Purchaser or the Auction and shall consult uigood faith with the Purchaser regarding the content of such materials prior to any suchfiling.

24. BXtEAK-FEE REIMBURSEMENT

In consideration for the Purchaser's expenditure of time and money in acting as the initial bidderin the stalking horse bid and the preparation of this Agreement and subject to the terms andconditions of this Agreement, upon the termination of this Agreement by the Receiver or theclosing of a sale and transfer, or a series of sales and transfers, of substantially all of thePurchased Assets to one or more parties other than the Purchaser, (an "AlternativeTransaction"), the Receiver sha11 pay to the Purchaser from the proceeds of an AlternativeTransaction aBreak-Fee in the amount of THREE HUNDRED AND SIXTY THOUSANDDOLLARS ($360,000.00). Payment of the Break-Fee shall be made by the Receiver afterconsummation or the closing of the Alternative Transaction. Upon the payment of the Break-Feeto the Purchaser, the parties shall have no further obligations under this Agreement.

The provision for payment of the Break-Fee is an integral part of this Agreement withoutwhich the Purchaser would not have entered into this Agreement. The obligation to paythe Brealc-Fee pursuant to this Section 24 shall survive termination of this Agreement dueto a breach or default of the Receiver of this Agreement. The Break Fee shall be payableto the Pwrchaser if the Purchaser is not the winning bidder whether or not the Purchaser

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participates in the Auction. If the Purchaser participates in the Auction and is thewinning bidder, then the Break Fee will be deducted from its bid.

25. NOTICES

Any notice or other communication required or permitted to be given hereunder shall be in writing andshall be given by facsimile or other means of electronic communication or by hand-delivery as providedbelow: Az~y notice or other communication, if sent by facsimile or other means of electroniccommunication, shall be deemed to have been received on the Business Day following the sending, or ifdelivered by hand shall be deemed to have been received at the time it is delivered to the applicableaddress noted below either to the individual designated below or to an individual at such address havingapparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall alsobe governed by this section. Notices and othercommunications shall be addressed as follows:

(a) if to the Receiver, to:

The Fuller Landau Group Inc.151 Bloor St W, 12th Floor,Toronto, ON MSS 1S4

Telephone:.(416) 645-6519Facsimile: (416) 645-6501Attention: Ken PearlEmail: kpearl(c~fullerilp.com

with a copy to Receivex' s lawyer:

Fogler Rubinoff LLP77 King Street WestSuite 3000P.O. Box 95TD Centre North. TowerToronto, ON MSK 1G8

Telephone: 416 941-8842Facsimile; 416 941-$852Attention: Vern W. Dane

Email: vdare@foglers.com

(b) if to the Purchaser, to:

Casa-Dea Finance Limited150 North Murray StreetTrenton, ON K8V 6R8

Telephone: 613 392-3585Attention: Darrell Edgett

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Email: Darrell@decacables.com

with a copy to Purchaser's lawyer:

O'Flynn Weese LLP65 Bridge Street E.Belleville, ON K8N 1L8

Telephone: 613-966-5222 x 232Facsimile: 613-966-803 6Attention: William C. KingEmail: caking@owtlaw.com

26. TENDER OF DOCUMENTS

Except as otherwise provided herein, any tender of documents or money may be made upon therespective solicitor for the Parties, and money shall be tendered by certified cheque, bank draft orelectronic wire transfer. All paynnent of monies shall be made in Canadian dollars. Each of the Partiesshall execute and deliver all such fixrther documents and do such other things as the other Party mayreasonably request in order to give full effect to this Ageernent and the transaction of purchase and saleherein contemplated.

27. CLOSING

27.1 Closing Arrangements

(a) On or before the third Business Day prior to the Closing Date, the Receiver's solicitorshall deliver to the Purchaser's solicitor those of the Closing Documents to be deliveredby the Receiver pursuant to Section 27.2. On or before the Closing Date and subject tothe remaining provisions of this Section 27.1, the Purchaser's solicitor's shall deliver theBalance Due On Closing to the Receiver's solicitor by electronic wire transfer to the trustaccount of the Receiver's solicitor, together with those of the Closing Documents to bedelivered by the Purchaser to the Receiver's solicitor pursuant to Section 27.3.

(b) It is agreed that the transfers) of land to be provided by the Receiver to the Purchaser

pursuant to Subsection 27.2(b) shall not be submitted to the LTO for registration until allof the following conditions have been satisfied, namely:

(i) the Balance Due on Closing shall have been paid by the Purchaser to theReceiver's solicitor to be held in trust by the Receiver's solicitor pendingconfirmation of registration of title to the Lands in the name of the Purchaser,subject only to Permitted Encumbrances;

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(ii) the Closing Documents to be delivered by the Receiver and the Purchaserpursuant to this Agreement shall have been, delivered to the Receiver's solicitorand Purchaser's solicitor, as the case may be; and

(iii) the Receiver and the Purchaser shall each have waived or satisfied all conditionsto the Transaction.

(c) Receiver and Purchaser acknowledge and agree that the Transaction will be completed byelectronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O.1990, c.L4, as amended. Receiver and Purchaser further acknowledge and agree that thedelivery of documents and the release thereof to Receiver and Purchaser shall begoverned by a Document Registration Agreement ("DRA") to be entered into betweenPurchaser's Solicitors and Receiver's Solicitors substantially in the form currentlyprescribed by the Law Society of Upper Canada. Registration documents provided for orcontetnplatedui the Transaction shall be submitted to the LTO on the basis that all suchdocuments shall be registered or none shall be registered. The Parties agree that at therequest of the Receiver's lawyer or the Purchaser's lawyer the lawyers for thePurchaser's lender or the lawyers for any Encumbrance being discharged on Closing maybe asked to become parties to the DRA.

(d) Closing shall be cpmpleted by email and courier exchange of documents, and thedeadline for Closing shall be 5 pm on the Closing Date.

27.2 Receiver's Closing Documents

On or before Closing, subject to the provisions of this Agreement, the Receiver shall execute or cause tobe executed and shall deliver or cause to be delivered to the Purchaser's solicitor all conveyances andother documents which are required or desirable to give effect to the proper transfer, assiglunent andconveyance of tha Purchased Assets by the Receiver to the Purchaser in accordance with the terms of thisAgreement and to otherwise comply with the obligations of the Receiver hereunder. Such conveyancesand other documents shall be delivered to the Purchaser's solicitor in accordance with the terms of Section27.1 and otherwise on trust conditions customarily utilized fox transactions of this nature in Ottawa and,without limiting the generality of the foregoing, such deliveries shall include the following:

(a) Approval and Vesting Order.

(b) Registrable transfer or transfers of land or of the Approval and Vesting Order andAuthorizations and Directions permitting electronic registration in respect thereof underThe Land Registration Reform Act (Ontario) from the Receiver to the Purchaser free andclear of all Encumbrances save and except the Permitted Encumbrances.

(c) Bill of Sale.

(d) Statement of adjustments including all supporting documents and schedules for anyadjushnents contained therein.

(e) Undertaking to readjust any item on or omitted from the statement of adjustments.

(fl A certificate of an officer of the Receiver dated as of the Closing Date and certifying thatthe Receiver is not anon-resident of Canada as of the Closing Date within the meaning ofthe Income Tax Act (Canada).

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(g) Such elections as may be applicable to the purchase and sale, including the Electionpursuant to subsection 167(1) of the Excise Tax Act (Canada).

(h) All keys and pass codes to the Property in the possession of the Receiver. As well as,entry codes to the reservation system(s), if applicable.

27.3 Purchaser's Closing Documents

On or before the Closing Date, the Purchaser shall deliver to the Receiver's solicitor the following (whichshall be prepared, settled and delivered, as applicable, on the same basis as the documents contemplatedin Section 27.2).

(a) Executed copies of the documents referred to in Section 27.2, where applicable.

(b) Undertaking to readjust any item on or omitted from the statement of adjustments.

(c) A certificate of an officer of the Purchaser dated as of the Closing Date and certifyingthat all representations and warranties of the Purchaser set forth in this Agreement aretrue and correct in all material respects and that the covenants and agreements to beobserved and performed by the Purchaser, and funds to be delivered by the Purchaser onor before the Closing Date pursuant to the terms of this Agreement, have been dulyobserved, performed and delivered in all material respects.

(d) A certificate of an officer of the Purchaser dated as of the Closing Date and certifyingthat all conditions of closing for the benefit of the Purchaser have been performed,satisfied or complied with as of the Closing Date.

(e) A certificate and indemnity satisfactory to the Receiver's solicitor, acting reasonably,sufficient to relieve the Receiver from any obligation to collect and remit any HST withrespect to the sale of the Property to the Purchaser.

(~ The Balance Due on Closing.

28. TIME OF THE ESSENCE

Time shall be of the essence in this Agreement.

29. SUCCESSORS AND ASSIGNS

(a) This Agreement may not be assigned by the Receiver without the prior written consent ofthe Purchaser.

(b) The Purchaser may assign its interest herein to an entity related to the Purchaser withoutthe prior consent of (but with Notice to) the Receiver, provided that such related entitycovenants and agrees with the Receiver to assume and be bound by all of the covenantsand obligations of the Purchaser hereunder and that notwithstanding such assignment thePurchaser shall not be released from, and shall remain jointly and severally liable withsuch related entity for, the representations, covenants, obligations, liabilities andindemnities of the Purchaser hereunder.

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(c) This Agreement shall enure to the benefit of and be binding upon the Parties and theixrespective successors and permitted assigns.

30. REAL ESTATE COMMISSIONS

The Receiver acknowledges that a real estate commission and fee to Colliers International Hotels (the"Receiver's Broker") in respect of this Agreement is being negotiated or agreed upon by the Receiverand shall be the sole responsibility of the Receiver. The Purchaser confirms to the Receiver that it has notretained any agent or broker nor dealt with any agent or broker other than the Receiver's Broker and thatno commission, fee or similar payment is payable by or on behalf of the Purchaser with respect to theTransaction.

31. ENTIRE AGREEMENT

This Agreement will constitute the entire agreement between the Parties pertaining to the subject matterhereof, and will supersede all prior and contemporaneous agreements, understandings, negotiations anddiscussions between the Receiver and the Purchaser whether oral or written. There are norepresentations, warranties, collateral agreements, conditions or othex agreements between the Parties inconnection with the subject matter hereof except as specifically set forth herein. No supplement,amendment, modification, waiver or termination of this Agreement shall be binding unless in writing andexecuted by the Parties. No waiver of any provision of the agreement arising out of this Agreement shallconstitute a waiver of any other provisions nor shall such waiver constitute a continuing waiver unlessotherwise expressly provided herein.

32. GOVERNING LAW

This Agreement shall ba governed by and construed in accordance with the laws of the Province ofOntario and the laws of Canada applicable therein.

33. CONFIDENTIALITY; PRESS RELEASE

Prior to Closing, except to its directors, bankers and advisors (and provided they agree in writing with thePurchaser to keep this Agreement and the terms hereof in confidence) or as otherwise permitted herein,the Purchaser shall not, without the prior consent of the Receiver, such consent not to be unreasonablywithheld, delayed or conditioned, disclose to any person the entering into or terms of this Agreement.Further, the Parties shall consult with each other before issuing any press release or making any otherpublzc announcement with respect to this Agreement or the transactions contemplated hereby and, exceptas required by any applicable law or regulatory requirement, (i) no Party shall issue any such press xeleaseor make any such public announcement prior to Closing without the prior written consent of the other,such consent not to be unreasonably withheld, delayed or conditioned; and (ii) no Party shall issue anysuch press release or make any such public announcement in the one year after Closing without the priorwritten consent of the other, such consent not to be unreasonably withheld, delayed or conditioned.

34. HEADINGS

The division of this Agreement into separate articles, sections and schedules and the insertion of headingsare for convenience of reference only and shall not affect the construction. or interpretation hereof.

35. COURT APPROVAL

The acceptance hereof, evidenced by the execution and delivery of this Agreement by the

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Receiver, is subject to the appzoval of the Court pursuant to the Stalking Horse andBidding Procedures Order and to the terms of the Bidding Procedures.

36. EXECUTION

This Agreement may only be signed or executed by an original handwritten signature in ink, and no formof electronic signature nor the provisions of the Electronic Commerce Act shall apply to this Agreement.

37. COUNTERPARTS

This Agreement may be executed in any number of counterparts and it shall not be necessary for allParties to execute the same counterpart. All of such counterparts together shall constitute a singleagreement. Delivery of a copy of this Agreement executed or signed as provided for in paragraph 36 byoriginal hand written signatures ii1 ink may be made by email in PDF and when so emailed shall be aseffective as if delivered and received personally.

Signatures on next page.

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~N WITNESS 'V~ ~~EOF the Purchaser has executed this Offer to P'archase in the Gi•:y of Beltevilie, this$~ dad of May, Q 17.

CASA DEA F`l: ;A~TCE LIIV.~~TE'un Beli~,tY of ~ ~ rp ~u to be inct►rpot~ate~~ _

TVame: Darrell , dgelt

Title: Vice-prey 9aat

Accepted this $` day of May, 2017

Z~ FiJ~,I.E;f LA't~AU GROUP ETC., solely in itsenpacity a~ cap .rt appointed rece~~er of 21774 7 GntarioI,lmiite~I

PER ;.~~.. _ _ _

Name: Yuen Pis ~1

Title: Senior~lii ;-Pxesident

I have the aut~ia~ ity t0 bYnd the Receiver

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IN WITNESS W1-TEREOF the Purchaser has executed this QfFer to Purchase .in the pity of Belleville, this8fh day of IYSay, 201:7.

CASA-DEA FINANCE LTMTTEDnn behalf of a corporation to k~e incorparateii

PER:

Na~net Darrell Ettgett

Title;. Vice-President

Accepted this 9~` day of May; 20:17

THE FULLER LANDAU GROUP TN'C., solety in itscapacity as ¢ourf-~agpo~nte.d receiver of 2177427 OntarioI,itnited. and.N. of in i#s Personal or Corporate Capacity'

PER: _~~"`"'~~--~~~.~,~~-~~~

Name: Ken Pearl

T"itle: Senior Vice-President

X hrcve the autFiorrty to bind the Receiver

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SCHEDULE A

THE LANDS

Legal Description

PIN 14508-0273 (LT

PART OF LOT 37 CONCESSION 1 (OLD SURVEY) CUMBERLAND, BEING PART 3 ON PLAN4R-2 938, OTTAWA. S/T AN EASEMENT fit GROSS OVER PART 1 PLAN 4823198 AS INOC915909.; SUBJECT TO AN EASEMENT IN GROSS OVER PARTS 1 AND 2 ON PLAN 4828297AS IN OC 1643778; TOGETHER WITH AN EASEMENT OVER 1'T LT 36 CON 1 OS CUM PT 4 PL4827826 AS IN OC1692028; TOGETHER WITH AN EASEMENT OVER PT BLK 2 ,AND 7 AND PTOF COMMERCIAL DRIVE (CLOSED BY BY-LAW 90-921NST. NO LT789196 PL SOM-165 PTS 3AND 7 PL 4827826 AS IN OC1692028; SUBJECT TO AN EASEMENT OVER PT 1 PL 4827826 INFAVOUR OF PT BLKS 2, 6 AND 7 AND PT OF COMMERCIAL DRNE (AS CLOSED BY BY-LAW90-92 INST. NO. LT789196) PL SOM-165 PTS 5, 12, 13, l5, 20, 21 .AND 36 PL 4821938 AND 1'T LT36 CON 1 (OS) CUM PT 8 PL 4821938 AS IN OC1692034

PIN 14508-026~LT~

PART OF BLOCK 6, .ALL OF BLOCKS 8 AND 9 AND PAftT OF COMMERCIAL DRNE (ASCLOSED BY BY-LAW NO.90-92,1NSTRUMENT NO. LT789196) PLAN 50M-165, BEING PART 4ON PLAN 4R-21938, OTTAWA.; SUBJECT TO AN EASEMENT TN GROSS OVER PART 3 ONPLAN 4828297 AS IN OC1643778; TOGETHER WITH AN EASEMENT OVER PT BLKS 2 AND 7AND PT OF COMMERCIAL DRNE (CLOSED BY BY-LAW 90-92 INST. NO LT789196) PLSOM165 PTS 3 AND 7 PL 4827826 AS IN OC1692028; TOGETHER WITH AN EASEMENT OVER1'T LT 36 CON 1 OS CLTM PT 4PL 4827826 AS IN OC1692028; SUBJECT TO AN EASEMENTOVER FT 2 PL 4827826 IN FAVOUR OF PT BLKS 2, 6 AND 7 AND PT OF COMMERCIAL DRNE(AS CLOSED BY BY-LAW 90-92 TNST NO. LT789196) PL SOM-165 PTS 5, 12, 13, 15, 20, 21 AND36 PL 4821938 AND PT LT 36 CON 1 (OS) CUM PT 8 PL 4821938 AS IN OCl 692034

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SCHEDULE B

LIST OF EXCLUDED CHATTELS

1. Cash on Hand

2. PersonalIterns

3. Accounts Receivable

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SC~IEDULE C

PERNIITTED ENCUMBRANCES

General Permitted Encumbrances

1. Encumbrances for real property taxes (which teen includes charges, rates and assessments) or

charges for electricity, power, gas, water and other services and utilities in connection with the

Property that have accrued but are not yet due and owing or, if due and owing, are adjusted for on

Closing.

2. Development agreements, servicing agreements, utility ageements and other similar agreements

with Governmental Authorities or public utilities which in the aggregate do not materially impair

the value of the Property.

3. Encroachments by the Property over neighbouring lands and/or permitted under agreements with

xieighbouring landowners which in the aggregate to not materially impair the value of the

Property.

4. Any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties,

contained in the original grant of the Property from the Crown.

5. Any leases, registrations and notices, with respect to the Leases, including any exclusivity

provisions, restrictive covenants and other rights contained therein, and leasehold mortgages or

security interests relating to any tenant secured by such tenant's interest in its lease.

6. The limitations, exceptions and qualifications contained in the Land Titles Act (Ontario).

7. Any rights of expropriation, access or use or any other rights conferred or xeserved by ox in any

statute of Canada ar the Province of Ontario.

8. Any unregistered interest in the Property (including, without limitation, leases, claims and other

encumbrances) of which the Purchaser has actual notice.

9. Any unregistered easements regarding the provision of utilities to the Property.

10. All registrations which are registered against title to the Property or any pot~tion thereof by, for or

through the actions or instructions of the Purchaser.

1 1. Any rights reserved to or vested in any Governmental Authorities by any statutory provision or

authority.

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Specific Permitted Encumbrances

Re~No. Date PartiesRe istered

SOM165 1988/04/07 N/A

RLT43518 1988/06/22 N/A

RLT65591 1990/08/20 N/A

RR130453 1990/08/20 N/A

LT789196 1992/08/2$ N/A

4821938 2007/04/23 N/A

OC713705 2007/05/01 City of Ottawa

OC713796 2007/05/01 OTCP Arts Centre G.1'. Inc.

OC713797 2007/05/01

4823198 2008/10/07

OC915909 2008/10/17

4824336 2010/03/01

OC 1249431 2011/06/24

OC1536062 2013/11/12

OTCP Client Service Centre G.P. Inc.OTCP Hotel Inc.Ottawa Young Men's and YoungWomen's Christian AssociationOTCP Seniors' Housing G.P. Inc.OTCP Retirement Residence G.P. Inc.OTCP Office Inc.City of Ottawa

OTCP Hotel Inc.OTCP Retirement Residence G.P. Inc.OTCP Seniors' Housing G.P. Inc.OTCP Arts Centre G.P. Tnc.OTCP Office Inc.City of Ottawa

N/A

OTCP Hotel Inc. and Hydro OneNetworks Inc.

N/A

2177427 Ontario Limited from OTCPHotel Inc.

City of Ottawa and Forum Investmentand Development Corporation, OttawaYoung Men's and Young Women'sChristian Association, OTCP ArtsCentre G.P. Inc. and 2177427 Ontario

Brief Description

Plan Subdivision

Bylaw

Bylaw

Bylaw

Bylaw

Plan Reference

Bylaw

Notice

Notice

Plan Reference

Transfer Easement

Plan Reference

Transfer

Notice

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~C1536063

4R27826

4828297

OC1643778

OC1692034

2013/11/12

2014/04/02

2014/l0/15

2014/ 12/08

2015/06/18

Limited

City of Ottawa and Forum Investment Noticeand Development Corporation and2177427 Ontario Limited

N/A

N/A

2177427 Ontario Limited and HydroOne Networks Inc.

Plan Reference

Plan Reference

Transfer Easement

2177427 Ontario Limited and ForumInvestment and DevelopmentCorporation

Transfer Easement

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SCHEDULE D

LIST OF MANAGEMENT EMPLOYEES

None

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SCHEDULE E

LIST OF EQUIl'MENT LEASES, SERVICE CONTRACTS AND CONTRACTS

Contract Date PartiesMaster Communications Agreement November 18, 2014 Bell Canada and 2177427 Ontario Ltd.# 1-2226644674-MAMegalink Service Schedule (to November 28, 2014 Bell Canada and 2177427 Ontario Ltd.Master Communications Agreement)# 1-22266446'74-1Datavalet Service Proposal November 17, 2014#HIE-01117Otis United Technologies, October 14, 2015 Otis Canada Inc. andMaintenance Contract# AFA081P1ayNetwork Mixsic Services October 26, 2014 P1ayNetwork Inc. and 21'7'7427Agreement, Equipment Purchase Ontario Limited

Rogers Bulk I-ID Agreement May 20, 2014 Rogers Communications Inc. and2177427 Ontario Limited.

ScentAir Environmental Scent August 13, 2014 ScentAir Technologies Inc, andService A Bement 2177427 Ontario Limited.Tomlinson Customer Service November 28, 2014 Tomlinson Environmental ServicesA Bement Ltd. and 2177427 Ontario Limited.Business Lease Agreement Apri130, 2015 Hewlett-Packard Financial Services

Canada Company and 2177427Ontario Limited and its principal asarantor

Lease Contracts August 14, 2014 and National Leasing Group Inc. andSeptember 11, 2014 2177427 Ontario Limited and its

rinci als

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SCHEDULE F

FRANCHISE AGREEMENT

SEE ATTACHED

Execution Copy

LOCATION: I~~tex~section of PlAce D'4r~eans Driveand Ceutrunl BoulevardOi9eans, UN

LOCATION #: t4COl.

DATE._ ~~~c~.t',~t,.,.,~~.~.~~

IiG1LIDAY HOSPITALITY FRANCHISING, INC.HOX~IUAY INN ~XI'ItES5~ HO'~`~L AND SUITES HQT~L

NEW DEYELUI'IVY~NT

LICENCE AGR.E~MENT

'WITR

BHUPINDEI2 SAN'T1~YJ

Y.,TCENSEE

TABLE OF CnNT~NTS

The Liceitee ................................................~,.,...,,..............,:. ....,~.,, ......,......,....::.~.......;~'

A. 'The I~~otel. :. ........ ........ .... ~„ .,.... ............~.,.. 1B, 'T"he System. . . ..... , ...... ... _ ..,... ... .. 1

2. Grant of. Licence ................, ..,.. .., ~", . ...: 2

3. I.,icensee's Respo~tsibilities ................................. .............................................. ............... 2

A. Operatioiaal and Otliei• Ttequi~~epnents,...,......,,»......,, ,, ... .. ..,, ..Z...Ii, CJpgradin~ oflhe 1-Motet ............................:>:. .,....:yk.: ....~..:.. .,....... .....~. ...:,. 4C. Tees . ........ .... „ ...., ~,. ...., . ~ _ .,.., F,. ...,..~....,. 5

4. Licensor's Responsibilities., ..,,,~ ......, .,,. .... ,.,. ,., .7

A. Training.. . ........ ........ ... . ...., .7B. ..,.., ,~.. ..... .4.. .,.Reservation Services............ .,..... ...~. .,... ..>....,. .......,.... .7C, Consultation on Operations, facilities and Marketing ...............:.....a..,.,,,,,.,.;.:..:.; 7D. Maiuteiianc~ of Stat~d~rds:. ..............<,Y.,. ..... . 8E. Application of Manual ...... . ... ......... ...... .... . .. ,.. 8r. Other Arcaxa~eniet~ts for Marketing, Etc. , . .... ..,, ..>..,......,.... 8G. Licensor's Use of Other• Advertising/Prouiotiona! Support ~uY~ds, .,..,......,,.,,,.,,.<, 8H, PerForn~ance p~Licexisor's Obligation .,..:s :: ........ ......... .:...... ................. 9Appeals, Changes in the Manual..., ,,.,:~ . ..:...:. ....<.>: ...:;:._ .,~.:...,. .,..,,,:,;,~.:;.. 9

A. Appeals ...:........:...... ..<..... .......>. .,..,... .,.:...,. _,<.,~..,, ..,.,.:,. .;.:.;..,:.:..9~1. Changes in the Manual ..................... ...................... _ : 9C, Decisions on Appeal ...... ......... ,.,.... ,. . 9D. Limitation on Appeal Rights .. .. ...« ..... .. ....... .. ...1.0

A. Membersl~ip ........................................................................................................IOB, Fu»ction of Gomrnittees ....................................................................................... 10Proprietary Rights .................... _ . •. < _ ..............,................,.................,.. !4

A. Ovv~~ersl~ip of System......,.. . ... . _. ......................................... ]0B. Use o~'Trade-marks ............. <.,.. ... ,.... .,11C. Trade-mark Disputes ..... ........ .....,, .... ,..,........ , l 1L7. Protection ofNarne and Marks . ..... ................................................................... 12.. ,E, Modification ar Discontinuation of Marks ..........................................................12

8. Records and Audits...... ,.. .. ..................................... ......~., ........,.......,.......12

A, Monthly Statements ................... ..................................... .. ... , . ~ 12B. Preparation and Maintenance of Records, .... ,a ................................ 13C. Audi~ ........................................................................... . 13D. Annual ~in~ncial Statements ...................................... ............... .. . .. .13Inder~anity and Insu~•ance ..................................................................................................13

B. Iasuraixce,.....,<, ,~ ...... .. ... ... .... ...............................................14

TA13LC OF CnNT~N7'S

L. evidence of Insueat~ce ..................... ........... .. .... .,,., . ,1 S„f.,...l0. 7`ransfer .................................................................................................... .....,. .. 1.5

!~. '~'ransTer by ~.icensor ..x..... ,,:.:,.... .,...,~. ...> .... .........~....,~~.... ..:,...,.,.;,..,,I SB. 7't~ansfer by Lice~xsee .......... ........ . ...... ...........~,...,.., ....... ...:... ..~.:~ 15C. Tra~~sfer of Equity Interests Thai Are Not Publicly 'T'raded. ,.16,.,. ..,x. ...D. T~~~sfers of Publicly-Traded ~gti~ity Int~r~ests.....;.., ..::.:.. .::. ,.,, ...., l7E. Tra~~sfe~• of ehe Licence ................................................ .~. ......................,.......,17F. Transfers of equity Interest i~~ tk~e Licence Upoia Death or To Family

Mexnbers......................................... .....,.......,..,,........,,.... ..~ .. ,18G. T'roposed Tx~ansfet~ of Equity ]nierests. ,., .. . ... .. ............................ .I9H, Change of Ownership ..................... , . ... ,. .. l9I. T~•ansfer of Rest Estate .........................................................................................20J. Management ofthe T-Iotel.. ..., ....... ......»,. ,..._ . .• 20

1 1. ~xpxopxiation, Dentnlition and Casualty ................................................. ....:.,.. :20

A. ~xp~x~priation or Demolition ...........................................x,.,,..,.,....>..>::.,....,.".,::..:.. 20B. Casualty .................. ........... ....... .... ........ .... „., . 21C. No Extensions of Term. ..~. ~ .~ ....... ... . .. ••. 21

12. 7'exix~inatian ,.,........ ~ . ,.. . ~ . _ .,, .<,. ...., ,~ . . .....:. ......... 21

A. Expiration of Term ......................... ~ ,..... .,, , .,n<. .,..r.. . , . 2II3. Texmination by I.-icensee on Advance Notice .:. 22C. Tecnxznation by Lacensor on Advance Notice .......................... ....<....., .,...., ..x.22...D. T~n~nediate TerminatioYi b~ Licensor ........:.. ....:.;,>...;.:,,.,.:......:......,....,>..;..,..;,.,....... 22~, De-Identification of T-Iotel Upan Termi~~atio~l ...............................................:.... 24P. Payment of Liquidated Damages.......,..... ..::::.::...:.........::..:..>»..........;....,.:..~.,....... 24

l3. Relationship Of Parties.. _ _ ..,» .~ .. ... ......... ..24

A. No Agency Relationship... ...... .. .,. 24~. Lice~~see's Notices to ~'ublic Coaicern~ng Todependent Status ., ... 25

14. MisceJla~ieous. .. ~ . .. .. ...,..... ....., . > .,,.. ,... .. , 25

A. Severability aid Tntsrpretatiori.. .. ...,o .... ........ .... . .2SB, F3i~diiag Effect....... . < .,,. ~.... ....., .2GC. Exctusive Benefit ....... . . ................ ~ ,26D. entire Agreement . ............. ..~.. ..,......., .. ~...... ,.~.,~ ~,,....,. . ...~>.26~. Licensor Withholding Consent............,......., .._ ... .......................2GF. Notices ......... ...... ....... ...... .~. .. ... :26G. Authority . ......................... ............. ... . ........ . .27H. General release and Covenant Not to Sue ..........................................................27I. Performance of'the Work.... ,,. ..... ........ .....,.. ...,~., .:.:..... ,...:..,:.,...28J. Reimbai~seinent of Expenses ....... ....... ..,,.,.. ... ..28K, Business Judgment.. .• ,.«. ,. .... .., ., ... ..28L, Descriptive Headings ................................ ................................. .. ........... ......... 28M. Capztal Resexve . ...................................................................................................29N. Terrorism ............ .. ... ,.... .. , .. ,.... .. ..... .. , , .29O. Currency a~~d Wit~holdzn~ Taxes:.. ~... . ~,. ..,,.29~', Privacy Legislation .,. .................................................................... ......................30

I3al~~~y Hos~~i#al~ty ~r~nchisir~g;:tnc.Three ~t~v Ufa D ~Ivc, Atlanta, Georgia 3U3AG

LNcence Agree~n~ent

Ttais Licence dated `i~..-',~GP~It~r.~~~~'"~ ~:~ 2(10 (t~~.c "'T'~3xt~ C~ii~nie~~~ez~ie»fi. I);ate"}, is.between 1-Toliday Hospitality Franchising, l.Ttc., a T~ie7awar~ cor~oi'atian {"~,i~ensoi~"'}, aa.Ydt3l~upiuder Satidhu, individually ("Licensee") whose ~cfit~i~es5 is 2'~~r7~ujYd~~ ~`t~e~~ ~as~, 'I`t~enic~xl;,ON KSV llvz2.

The ['artics .Agree As Follows:

The Licence.

I.<.r'..cet~saX ~~~ea~ates a~~ad Tie~nc:~s a syst~ni. desi~,r~ec1 t~ ~~ra~vi~l~ ~ tlisliiaGfii~r~,. li~l~ qu~lytylintel-sei~i~.e tcy dies public uri~er tie xyarries "a~Cali~1y ~ ~~iYC?":, °`~~olida~ Tn~i xpress~"' €~x~~i"~-ialsclay ln~~ ~eso~•f.~"' ~ Yae "Sys#ein'T), ;tti~l~ stand~r~is e5lablislied by t..~e~r~stsr ire thee~senr,~ ~~ tie Syst~u~, ~utu~~ u~,vesttxze~~;is r►iay b~ .xe~uar~ii of I, cei3s~e uride~• .;tha.s~ice~tt~ 11~gr~~a~ezzi (,"~,icet~ce"~ License hay i~<1cp~ncle~~tly i:nves~i~at~d fi'h~ i~i~k~ of.tl~e6usiaxess to tie U.per~ted ;I1ea~eun~i~z, xri~ludin};; cear~►cixt .aid ~xG~t~~iiial ~~a~k~t :oayd`sticsnis;can~~~et eir~~ f~atnrs~ ~tiXcl a~isk~; had t~e~d ~.,iG~t7Sp.1'`S I~I5C~C15UTC: ~(~Gt1Ti]~'!lt ~Cf2' ~21YtS~CGtI'V~l~t?1id~~ :1.itn ACfE,'I ~`T{)J1t~3}~ ~Sfil .~Xj)I`esti 1ax~and groups Franchisees and has made anii~dependc~at cv~tlu~tica~Y ~t.f' ~1~ `sucaa i~i~ts: Neithex Licensor nor any other person onlace~~sar`s tzoYtaif Iias i~xctd~ any xepres~ritaifion to Licensee concerning this Licence riotfully set forth Herein, l~v~are of the relevatxt .facts, ~~ce~~s~e desires #o ~~l~r tnta 't}i s.Licence iii order to alitait~ a licence to use tl~e Syst~rza i~Y ttxe c~~c~~irarc of il~.e br•~nc~ ofhotel ideiit ~etl iiz p~ra~rap~. 15.A bylaw lo~~tect: at tlYe l~tersc;cti~~x~ ck1' .I'Mt~ae ~J'C)rlcans:D~ive.aaid C~~atiunY Baulvvarit, Orleans, ON (che "Rote!").

A.. The Hotea.

The. x~o~e1 comprises all ~truclures, f~c ~~iii s, apput~t~x~~nces, furniture, ~xiu~~es,~gi~i}~~aze~Yt <~nd ~tYtry, exalt; pai•1~'in~ and nthe~~ axcas C'io~~~ time to time Located opttla~ laaid ic3e~tti~e~ '~y L;ic~itsee to Licciisor `tiy ~tx~tt~:i,~~ati~t~ r~~' tlyis t.iGe►ice; orl~cat~d on any land from dine to ii~~X~e tzp~rt~v~ by ~; israisar ~'a:r additic~z~s, s ~;s~scir other facilities. The I~atet i~dw nclu:~es the ~'ac~tifi'ic;~ l~~ie l rust /ttt~clun~~t ,~A,~hexeto. No change iii. the number of a~i~~~ayed ~te~st ~oc~~ns or suites and no ottjersigni~ea~it clia~~~e :in the :t-~~tel or zn ifi~ naa~u er in vah c~ the Hotel rooms z~7~c1services ate ofCer~cl to tl~e ~tiuta~ic (iraca~tling tiiz~~:sha~'i~xg aa~td +~an~tas~~iii'tut~7 I ~a eip~oj~~ts not iz~~va~~zng slxor~. ter~ai staffs try traris'ient guests} ~ntty: b~ ~Y~~t~ie w~itl~~a ~tS: cer~sor'~ apl~rov~t. Licensee re~reseitii;~ drat it i~ e~xttttcd C~ pass+✓ss os~ ~f tieHotel do"r i~~, the entire licc:ne~ t~rna without i~es~rictions that wa~ird .ir►te~fere r~van~ftl~ing co~ateix~~slatcrl it this Lics~c~ Ti~rau~hr~ut this. I ic~~xr;~, fii~ wordsictcirr~ ~t ct guest xoon~ ~~e inte.~ led to ix~c~ude. tare vva~ii surt~s unless

atherwsse indicated.

B. The System.

The System is ootxiposed of ~Il elements which are designed to identify HolidayInn, Holiday Inn Expxess and Holiday Inn Resort branded hotels to the cozisuining

t CAN08

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public or are designed to be associated with those Hotels or to contribute to suchidentif cation or association and all elen~ents which identify or reflect the qualitystandards ~u~d business practices of sueli hotels, all as specified in this ~,icenee oras designated from tine to time by Licensor. The System at present includes, tartis nat Irr~~t~'ty, tl~e trade-xntty~~Cs. Holiday I~~r~~, i~otiday Tnn ExpxessC?', Hald~yIi3~~ Cxp~cssQ Hotel & Su~tesr Holiday ~;nnm I~c~3ie] &Suites, I~olday I~~iItesoy~, (as appropriate to the specific hotel operation to which it pertains),Hotidex~ and the other Marks (as defined in paragraph 7.0 below) andinteXleotual property rights made available to licensees of the System by reason ofa licence; all rights w domain names and other idcntificatio~~s or elen~euts used ine~ect~'onio commerce as niay be designated from time to tuize by Licensor i2~accordance with Licensor's specifications to be part of the System; access to areservation se~~vice operated i~~ accordance with specifications established .by~,icensor 1'rozn tirnc to time; distributio~i oP advertising, publicity and otherrnarketing progra~»s and ~~►~aterials; t~~e furnishing of teaining programs andtnatexials; confide~~tial or proprietary information standards, specifications a~~dpolicies fax coush~tetioii, furnishing, operation, appearaiYce at~d service of tiieHotel, and other requirements as stated or ~'s~'erred to in flits Lice~tce atld fromtime to tithe in. Lice~~~or's Standards Maizual {the "Manual") or in othercommunications to Licensee; and p~~ograms fox inspecting the Irntel, measuringand assessing service, quality and consumer opinion and consulting withLicenses. Licensor may add elements to the System or modify, alter or deleteelemenCs of ilte System in its discx•etion from► time to time.

2. Grant of Licence.

Licensor hereby grants to Licexlsee a »an-exclusive licence to use the System oily at theHotel, but only u~ accordw~ae with this Licence and o»ly during the "Licence Tern"begiiuiin~; with the Tercn Catx~tnei7cement T7ate and terminating as provided underpara~•aph 12 hereof. Tfae<Liceaiee applies ro.Q~~ Ioaa~io~~ s}~eci~ied l~~ren scrod t~; sso otl~cr1ac~~ on. License ackna~?ledg~s that Licensor,. :ts ~ivasioi~s, sulis~diaxt'es, affiliates and.parents a~•e and may iii the future be engage i. iii otlxec b~isi'ricss aci`rvit'res nciu~ iig;lodging and related activities, ~J1CI t~lat L1CCtlax`E.E 15 c1C,ijll l7tlp, lip Tl~TI1~:S ~1CP(:tlllC~Cr otherthan the right to use tl~e System as specifically defia~.ed herein in accordance with theterms of this Licence. This Licence does not limit Licensor's a•ight or the rights of anyparent, subsicl~az~.y ar ~~filiate of licensor, to use Ur iicea~ee ~Eie S:y~s~e~n:o airy :p~~~t t~~~rep.~'ar to es~~age in ~ar;ticec~ce any l aciness activity at any a~lx~x ;~ocat~ni r ixYc:~~diii~ vv~#ici~~limitation, the licensing, franchising, awnerst.~~Z; a:~erati:oiY ~ndlor i~azaa~eznent o~ foc~~n~;facilities and related activities under the names and marks associated with the Systennand/or other names acid marks. Licexisee acknowledges that Licensoc's rights to useand/or licence tl~e System, referenced im~x~ediately above, predate this agreeanent and arenot limited ox changed by the terms of this agreement. Licensee agrees flint byacknowledging those rights, the parties do not intend to make Licensor's exercise of sucl~rights subject to rules applicable to contractual perFormance or the exercise of contractua3discretiaia under #his Licence.

3, Licensee's Responsibilities.

A. Operational and Other Requirements.CAN2008

Duriy~g tl~e Licence Tert~i, Licensee will;

{l,) maintain a high moral and ethical standard and attttospllere at the X-Xotel;

(2) ii~aintain the Hotel an a clean, safe and orderly ~r~anner and in fi~•st class condition;

(3) provide efficient, courteous acid high-quality sez•viee to the public;

(4) operafe the I~iotcl 2~F hours a day every day ~xcepi as otherwise permitted byLicensor based ai special circumstances;

(5) strictly r~~tii~1~ ti~ ,~Cl respects w ily tJ~e f anuat has it ~a~~y be ~a~adi~iee~ :nr ~~c~~Ysc;~.ley L certlsoa•} and with X11 other policies,,prc,ced~res ~izd i~~yuirem~~is ~~ ~,icens~,c~w1iG~ t~~}~ b~ fx~nt ltrie 1'b itri)~ C4tY1IT2111]IC~fi~ t~ T~c~i~see (;~l~iehcamraunicacion n~.ay be, at Licensoc's ~ptio~t; iii: i~~rd ~~pe~• co~ay ~x ciig~ t~le]ectro~~ic or coi~iputerized form and Licensee must pay any costs to ~•etrieve,review, use ar access such digital, electronic or computerized com~r~unicatioaa);

(6) strictly eart~ply witix all of Licensor's standards acid specifications for goods a~zdservices used in the operation of the Hotel and other reasonable requirements toprol;ect the System and tl~e Hotel from unreliable sources of supply;

(7) strictly comply with Licensak's requixex~~ents as td:

(a) the types of services and products that n ay be used, promoted or offeredat the Hotel;

(b) the types az~d c~uatity of services:and produ~ts:that, to supplwiri~i5i seiviceslisi~zi. on:Atts~lu lent A, nnust kre:t~sed~ pmsa~a"tect or offered t~~ tkte ~I"ot~l;

{c) the use, display, style and type of signage and of all ether forms ofidentification at or pertauung to the Hotel, including buC not limited to anyuse of the Holiday Iran or Holiday Inn express names or any other ofLicensar's trade-marks or copyrights (ui al! formats, iz~cludu~g but notlimited to print, electronic or other ittedia}, which are seen by merribers ofthe consuming public ar used to identify the Hotel to actual or p~•ospectiveconsumers;

(d) directory and reservation service listings ~f the Hotet;

(e) trainiiag of persons to be involved in the operation oftlie Hotel;

(f~ ~arcip~ti~n i~~ aEt x~~ark~tira~, ~;eservatiti~x ~e~vice, Adv~zta~'rn~, ti•anin~ anc~;aperatiug lacogxaz~~s desi~;narec3 by T~icensor ~s System-wide ~nr.a%~a tiVide)pro~,r~i~`nis iri the besf. i.ritere~ts of hotels using tl~.e ~~ste~n; pr'av c~~d thatwith regard to ai~~~-wide }~ro~ruii3s, ~: :ccrase~ inag request L,zc~~as~x's~ppro~v~l ghat. T~ic~~nse~ need ~~a~.~a~ticipate, rea~on~ksl~ ~~pzaval°~Yoi to E ewithheld;

(g) rnainteuance, appearance and condition of the Hotel; and

CAN2008

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i(ts) quality and types o~'services offered to custou~ers at the }~otet.

(8) use such autaa~afed gu~~t'. service a~idlc~~~ la~tel r~tai~a~;c~t~ent ~r~c3/o~. tel~~tiotie crtelecomniunicatic~u systena,(s) wtuall.I.~icee~spr deez xs to tie in t7ae test i~ fe~~esis'aftl~e System, ii~cltidi~i~ any additions, ~ti'hariceine~~~j, s~ppi~ri~~ilts, ar va~~ia~~isthereof which n1ay be developed duri~x~ the term hereof;

(9) participate in and use those reservation services wliicll Licensor deems to be u~the best iuYerests of the Systeizl, sncludin~; any additiatLs, enhanecme~lts,supplements or variants thereof whicu yitay be developed duriu~g the term hereof;

{] 0} adapt all irnpravements or changes to the System as may be from time to timedesignated by Licensor;

(11) styictly comply with all goverruneiital ~equ i~~m~~~ti~;, ply all taxes, and'z~7tzintain alt~overn~nental licences atld permits necessary t~ .4pe~~ate the ~-I.otel in a~:~c~~~a~zcewith the Systenx;

(12} permit inspection of t ie I-hotel by Liceiisor's ~}~tesentatives at auy f ane..and ~,% todiem free lodging for suci~ time as tray be reasa.~tably necessat•y to c'otr}plete ~Lieirinspectioxls;

(13) promn~~: tl~e T;~ae.~~ 4n :.local o~ i~e~'ronat basis subjeai to T~icenso►•'s requirementsas Yo fa~•an, ca~~tex~~, at~d p~faor approvals;

(14) insur..~: i~~t na part of the X~t~tel or the System is: ~isett .ta further or ~ra~naCe acanipetYn~,businesa or other lgd~ing f~t~iltty, ~x~~~st as'I:.ic~r~sarr -may app~~v~ i`arbusinesses or lodging facilities owuedr t'cei~sed; o~e~•ated of ot~ze~.wise: a~iproverlby Licensor or its pare~~ts, divisions, subsidiaries, and affiliates;

(i 5) u.se every r~asanabl~ .n7.car~~ to encourage use of I~oliday Inn and I-ioliday tiui~x~ z:ess f~c li'ties everyv+~~~ere by the public;

(l6) in all re~~ecis use L c:~~see's hest ei"~` ~rCs to reflect ~re~t t upon and cr~at~favourai~l~. public respans~ to flip: n~me.~ "Holiday l~az''` and "Holiday InixExpress";

(17) promptly pay to Licensor all acnow~ts due Licensor, its pare~~ts, subsidiaries andaffiliates as royalties or fees, whether or not arising out of this Licence, or forgoods ox services purchased by Licezisee for use at the Hotel; and

(18) comply with Licensor's ~~e~sonable requirements coricariv~~~ caxy~.idenfiali.~y of•in~z`riafiion, and in parf~cular Licensee shall not ~lis+~~tist~ vii~hau~, Licensor'swritten p~rrnission, infornr►ation pertaining to T,icensor's marketing andrese~•vations programs that have not been disclosed to the public.

H. Upgrading of the Hotel.

Using the same requirements applicable generally to hotels under the Systemoperated 6y Licensor and its licensees in the same category as the Hoeel, I~icensar

4 CAN200$

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may at a~~y time during the teem i7ercaf require substantial modeT11I7AttOI7,rei~ovaiion and other upgrading o£ il~e } Iotel. Limited exceptio»s from thanerequi~~ements may be made by Licensor bAsed on local couditioils ox• specialci~•aui~istatzces. if the upgrading requi~~ements cantai~led in t17is para{;i~aph 3.Bcause Licensee undue hardship, Licensee uaay ter~~linate the Licence leycr~tt~~lyiax~; +zit ~~ra~;ta~~li 12.13. '~~~e pz~a~risioais.~f the } ~'~etiix~.g sentence a~~e .i~atapplir.;~~~e: tt~ 2he. Wp#'k as t~G~1:316t~: 111 titi~ ~ic~nc,.e or i~ "futurt~ i~p~;cadinreg~i~~r~ie~~t:~ duc 'to ~t~r versions, r~-lieensir~~, ~axaduct duality i~sp~ctinns of ttieHotel, Standards Manual requirements ~ ~ a. ~~eq~est fs~x alzan~~. c~~ oswn~rsh E~.: by.Lice~lsee.

C. T~ ees.

(l) For each ~►cnith (~r part ~f a ~~s~n~i,)',Giu~~ii~~ the Lic~~yc~ '~'ert°~,;:Licc~sce;wilt payto I..ic;ex~so~~ t~~ tl~~ lS.t1~ .o#' the fflliawin~ rnc~utli, ex:e~t .iii tie case of theTec~u~tila~y ~e~ ire paragraph 3.C(X;)(c~ l Mawr vrlii~Ii. [~ pay"ab~E =zuaaath~y inadvance:

(a} a ~'a~alty of 6% of the grass rotr~t~s xeveuue atti~tbutab~e tt~ tat ~ay~lil~ f'o~~re~~al of guest rooms at the ~iotei w #tt ~~~ :~~ductiai~ ~r .any itemincludi~~~ but clot limited to no ~~just~i~ei~t t'ar t~Ze cost: t~~ ~n~+ ic~arl-.anc~beverage items provided or mad~.~~v~ilal~.t~ to a guest as an, irieidw~at. ~~` aguest room rer~ttal, however with deductions for sales, goads and servicesand roam taxes only ("Crross Rooms Revenue"}; and

(b) a "Services Cozatribution" equal to the percenta6e of Gross RoomsRevenue sei forth in paragraph 1 S,B below, to be used by Liceaasor formarketing, ceservatiai~s, end other related activities which, in Licensor'ssole business judgment as to the long-term interests of the system, supportmarketing, r•esarvatians at~d other retated functions. Costs which aLicensee incurs in the acquisitinn, si~stallatinn or mainteizanee ofreservations services, equipment or training, or in its awn marketingactivities, do not constitute payment o#'the "Services Contribution". TireServices Contribution is subject to change by Licenser from time to tune ifeither approved by: (i) a majoxity of members (which shall be taunted onthe basis of oi~e hotel, one vote) ~f the Systerri who ~e~~resent a rn~~oi it~~ ofthe hot~fs to be subject to zI~e increase; ~~ (~) appxr~veci by a r~i~jorzty ofthe members of the System or the "IAHI" (the franchisee association ~rsuccessor sauctiotied as such by Licensor} at a aneeting of Systemlicensees or at ut annual IAH~ meeting either as tnay be convened byLicensor upon no less than QS days' advance ~atzee. licensor xs~ay, in itssole discretion upaii 30 days' prior written nalcey increase thisContribution by an amount not to exceed 1% of Gross Rooms Revenueand such increase shall be effective for ~ period no longer Chan 12 months;provided ih~t, in the evetzt oaf such increase, Licensor shall not make sucha discre'~vnary increase again fora .~~riod of 24 months afEcz~ theexpiration of any such increase; and

CAN2a08

(c) ~ maiii~~ly'1`eil~t7c~~~g~r E~~e.of9~l'l z31 l~c~r:e~tgl~ ~ucst ►~ae~ax~ art tl~e l~ivt~1;; Sat~ ~~sed icy iRi~e~~sc~x fc~a~ ~ ~sa~isro~i Uf tec.li~~~la~y ~er~+i~i~~x stitch :~s, but.ayo1'sitifet~ t~, s~1i11ile ctrnti~~utticat~o~zs s~r~vices tiu t~r~ II~t~~ plt':~ :,xi~.lii~ycr~t~~~s ~s .~icGnsa~~;~tay.jtrd~; :re~tsz~r~abl~; .t7~it in ~~o ca~t~ ~Xeeediil~,itiany. ~ate~nc~ar yeas ~tf°l~.of thc; t'e~ z~~ ~ff4ct at the l~~~ i e}ink ~~'; h~i year;and

(d) all fees due for Tra~rel Agent Co~nn~ission Programs or ElectronicCp~nrnission Sezvices and rield Ma~~keting; and

(e) C:o-op prog~•a~ns attributable to the Hotel; and

(fl ait amt~unt equal to ariy.sales;. goods ~iid:services, gi~o~.s j~~c~ipts ~r sitx~~S~t~i~~ it~~pns~I ort :Liaet~sac ~~d calculated safely btl ]3A~I17~t1GS T~C~UII~{~

~ ex~wa~er; unless tiie ax is an ~~tio ~l atf~xt?ata°u~ .inn. an ;iz came: taxothetwvise payable by Licensor.

Lioensor k~~ay, at its eSection, require LiceiZsee to pny alt outsta~tding fees byelectronic funds transfer/direct debit of account or other sinailaa• technologydesigned to accomplish the same purposes.

Licensee will operate the Hotel so as to rnaxi.mize Gross Rooms Revertiue of tl~eX-~otel consistent with sound maciceting and industry practice and will riot engAgein any conduct which reduces Gross Rooms Revenue of the Hotel in order fofurther other business activities.

(2) A standard initial application fee far additional zooms as set forth in Licensor'sthen current Holiday Izu~JHoliday Inir Express Disclosure llocument or asotherwise ac~mrtsunioated to Licensee, will be charged upon application for anyadditional guest rooms to be added to the Hotel.

(3) Additional royalties may be charged on revenues (or upon any other basis, if sodeters~ained by Lice~~sor} from any activity if it is added at the Hotel by mutuala~reennent and:

(a) it is not now offered at System ka~tels ~ez~~ralty atad is li~iely to benefitsigluficantly ~'i~ai» or be tientifieii~ si}~i~ ~canit~ with the ~t~lxday Inn orHoliday Inn Express ~~ame or otlie aspects of t ie Sys.~e~i~; rir

(b) it is designed or developed by or for Licensor.

(4) Charges may be i~i~a~le fox opt~t~nal products or seru'ices acc~pteil 1~y Licenseefron~ Lice»sor, either in accordat7ce with current practice or ~s devetp~sed zxi thefixture.

(S) ~a~h ~Sa~n'i~rit tirnde~~ this paragraph 3`;C, except the standard Additional RoomA.pplica4~on ?cee, ~haii li'e aceaixipanretl tiy. the .rnatti~h~y .sCaten'~~nt r~f~rrett to inl~a~agr'aph- 8,.,~5.: L~c~nsor mt~y apply any iit~ounts xe~i'~ed under this ~as°~gr~pl~3♦G to any ~inai~s~is -due ur~det~ - this licence. Tf any arriaunts ire zaot paid w1~e.~

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due, SUGU It0I1•~aytt~e~~t shall constitute a breach of this Licence and in addition,such unpaid amou►rts will accrue interest beginl~in~ on t~~e first day of the inoi~thf'o~lawing the due date ai t 1/2%per month (equivalent to 18% per annwn),

(G} Local and regional .xnatkeliii~t :p~a~ys .~txti ~~~tated a~tivitae~ xx`~aj+ lit; cor~cltt~ ~dby Ia~e~~s~~, but px~ly nt ~~ee~is~.c's cx~~otise a~t~l ~cr~ject tt~ T~►ce~ts~i~~"s:r ~qui~~t~~~a~ts. Rea~~~jable cllar~es inay. ~i~~n~d~ CU~~ optiz~~~a1 ~dve~•t~s~.~~~:;tn~ic€ial~c~i•der~d or su~plieti by Lieensn~~ to Lir..~r~se~ t't~.r. such p~~ta~ ~~a~x~s at7d ~~:tiv lips,

(~) Licensor fias ttt~ a'x~ltt in its. d scr~tioa2, to require Lice~~s~e to t~~~c~~z° any pa~nii~iits.die tea Lic~~st~run~er this J.:jc~iiee to Lzcensor's par~~at~, ~f~li~tes; subsi.~iat~ies t►rocher designees.

4. Licensor's Responsibilities.

A. Training.

~t~ii~,~g. the L~i,a ce '~'ct7rt, Licensor wilt Gon~inue:to ~peCify ~YY~ pravitl~ reyuix~ec~:and.. tiptivnal trazn~x~ services and ~ati~~~a~a~n~ ~t v~~aus l~c~ti~,ia~. `iR~c1~~. };fa~a~iin~~s a~z the ~la~ited Sta~~s, A. fie a~~ay be eliar~i;d far cei~f~~1~ rc.e~xii~etl ~~rt~cl'apt :n~ a~ training services. Travel, It~clg nb tints otlie~ .~:t~et~S~s ~~ I ~e~t~s~e ~~~;1 x:~.~~t~~~rryees will be Iaor~e by I.ic~~see: R~asoi~a~ile clY~r~es ~lsn Ex~~~ ~e xss~ss~~#far training ir►atexials.

B. Resetrvat~on SerWices.

Duxing the Licence Term, so long as Licensee is in full compliance with itsoblgatians I~eretiix~er, Lic ~ar will afford Licensee access to reservation servicefor tl~~ Htifie1 on te~►x~s caisist~r~t with. this Licence.

C, Consultation on Operations, Facilities and Marketing,

Suring the Licei~c~. `~`ern~, Licez~sar will, from time to tune at Licenso~'sdiscx~t~on, make ~v~.il~i~le to Licensee consultation and advice 3n connection. withopezations, facilities and marketing, 1<it:~nst~c may from t ~~te to time furnish toLicensee names of suppliers ar recnxrzme~d to Licensee ~a~pliees of goods andservices required or useful in the operation. of the Hotei; however, Licensor is Fiatobli~~~d to .fi~i~risii any such ~~a~nes or to continue doing so, and ~.icensee isu~ad~i;i~t~ oblx~aticrn to use any such sups 9ier, unless expressly required to do so bythe tec►ns of tt►is Licence, the Nl;~~i~~al or otl~ewise. Tn identifying oxrecommending suppliers, Licensor exercises its business judgment based on itsinfarniat ~~a as of tixat date a~~d its sense: if the l~ti~-terl~'irtiterests of tlae System.I: ~errsor's icl~nt~1xcataon ar reconin~~ndaiion of $supplier is nit a representationor ~uvarranty of the financial condition or pez>C~rmance of any sttp}~Iier car of anyother• factor, and Licensee's use of an identi.~ed: oc reeommeti ~ec~ sapplier thatsells products or services meeting Lieensor's standards and specifications n~~yfacilitate compliance with tk~ose standards and specifications, but it is not asubstitute far such compliance,

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D. Maintenance df Standards.

~,icensor will coiisciet~tiousty seek to ntairtiain lugt~ standards of quality,t1~aulittess; ~~ a~~a~~c~ ~tid .sez'~ ce at all iiaiels using the System so as to~x~~noie, ;~ai~c~tccC ~:~i1 eullanc~;tlic ,~3u'~3 i~~~~+,~ and ~~j2Ufai an of ih~ l~c~li~{ay' .tiara~t~a S•ta~litl~iy ~n~7 x~r~s5>~a~~ies:~~~d to ~icx~~~se tl~~ i~t;~ix~t7d for sei~ics o~'f~redicy ~t~~ SySt~enn~ 3.~cusrseir's ,judg:z~eE~t iti suer matters shat! be ca~ztrolling in alixespect~, anti it ~l~all ~iav~ taidc~ latitttc1e;;rr~ snaking such judgments.

E. Application of Manual.

Licensee's Hotel acid all other hotels operated under the System will be subject tothe Manual, as it niay fcox~l tine to time be modified or revised by Licensor,i~letudit~g;.Iimit~d'e~tc~}~iiarjs frc~~n cart~~~aianc~ ~~+IYicl~ n ay be made b~seit c~~i J~ cal~anc~itionsr ty~ac p#"' Iiotu~ .or sp~ci~11 iir~untsYat~CCs. `~'i~s~ Mair~t~l ~t~c1 ~iy~rior~i~c~t'snu to it caix lie; elel~~~r~ed ~y ~r:~unsor;t~ I. se~tsee ia~;l~~~~•d ~~~t~7cr ~;oaay or,at Licez~sni•'s option, be made available t~ ~i'ec~tsee iii di~;i~~l, .eiect~on,c a~•~U~~~~~uiurzc~l C~si~i~l. If communioai~cl in tti~tai, electronic or et~n~~titet•zt~t~ ~t~~~~iaLiefins~~ itat~st:.~a~y any costs to r~:iriive, review, use or access tt~~ M<~rtu~~, `I'h~Manual is co~~~dential at~d remains the property of Licensor.

~', Other Arrangements for Marketing, Etc,

Licensor may enter i~ita arrangemeirts for develgpment, reservation services,s~°aarketz~ig~ ;opez~tioz~s, a~ctn~iirs~rative;. technical and suppaz~t functions, facilities,px~i'~r~~~is . servi~:~s ,~iitt/~sx persr~z~~~~1 viuitl~ .any o#~ ez~ entity, a~xd may use a~~}%f~~l[t~es, ~ara~~a~i~s, se. rt!ic~s or person~iel .used .3n con~i~ctiou ~tit~i tha Syst~i~, inco~~necizon, vvitl~ un~ b~szacss a~Civite.~ of its parents, subsidaar3es, divisions ora~Jiates.

G. Ucenso~r's Use of Other Advertisinp~"romotionat Support funds.

To ~11e extent that• advertising andlor promotional support and/or funding maybecame available to Licensor's pare~~fs, ~liates or subsidiaries and/or Licensorfraln third p~~izes an ~cctau~t of flee total`zty o~'tlie ~ctiu t es o~ Lire ti 's pack~f~iliates aid subsid3ax~ e4 inalutlin~; ltptel~ ~i.~i~r~tLd ~ldadei' the Syste~x, suchsu~~~rl a~x~7~r funding zn~~y be used or d~si~rnaied.l~y Lie~Yzsoi~"~.~ar~nt~T;~f~l ~f~sor st~bsidi~~ries, nr Li.cerisci~; Cn ta~~i~fit sua1~ e3tt~r~r~s~s;iii the :aggr~ga~~, in suc~~pr s'porti(~~t ;brad x~xat~ner as X.,~c~~isc~r's parents, ~liates or subsidi~u•zes, or Licensordeter~;ii~es rea:~oa~%~l Yy prt~~rtot~s, the tafality of such ente .prises, exercisingreasonaY le g~tid :~a tti bu~iY~ess }ud~~nent with res~iec to such determin~t~on,prov~d~d th at any suc~i,support or furiii:ing coming from activities of the Systemshall b~ used far.tlie bene#xt ~f tl~e Sys~e~xi.

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N. 1'ecforxnanec of ~.ice~isow's Obti~ation.

~,icez~see understands a~~d agi~ecs that L,icenso~•, in its discretion, n ay perform airyor all of its obligations under this Liceuee directly ar through I.iceusor's pa~•e»ts,affiliates, subsidtar•ies or other designees.

5. Appeals, Changes in the Manual.

A. Appeals.

Decisions, odler than terinit~ation ~~ot cis ter ~e~isic~~ s oi'I;,~censor°s P~•~aehiseConvnittee, made on behalf of T~icen~~r spec £~cally ~vilh ~•ef~rr;~~ce to ~Ix~ I~3,r~t~1~ixay be a~~aeale.~i to I,ic~~7s~i~`s T'raz~cllis~ .Cntn~~,itC~.e if da~ae pri~c~i~atly, ai~~i~~;i~~~~see l~~s diligently st~x~~tzt ~•eli~f tiii'A~I~II LICCi'tS(33'~S. llpt'17TEtI cliai~~~ls ofAuflie~rity. 'W iii the ap~i~c»dal in ~vt~itizx~ cif aizy ~n~it~be~~' vf' tl~c~ (~~•ancS~i~~cG orx~inittee, tl~~ decision i~i~y 4ie furtlxer ~lapc~tccl tca t1~e'~xecutvc C'nr~~e73ittec::c~fLiceusor's Haard of Dii~ectors.

li. Changes in the Manual.

Cash ~Cu3n~e iz~ the Ma~~u~ii nu~st':6a coininunicated in wr~tiug to Licensee at least30 days t~efaa•~ zt goes Seto e#~'e~t ~wlsiGtr cc~il~i~uuicatiai~ ~~i~~ fi>e iiy 1'~i~! ~a~pcx~copy c~Y~ at;~,~cens pr's apt c+n, icy 3i~,ital; el"eet~•c~~i c gar. ~~la~ut~z;ix~d f~r~ri,.aaid ~'suds ~o sYtY~uX~i~azit~~ i~ in t~i~;iia~; ele~lra~xic.trr ca~'~a~ntt~ri~ed ~t~r~an; ~..ic;e~~sce mustday any costs to retrieve, review, tyke. car 2cecss 5a~x~~ ). ~.~ice~xsaz~'s I~ra~ic(ais4,~auatri ftee or its e'q~ri~r~(e17t must a~s~arci~~~ any suat~ clias~~o ai d must ;c~ ~t~n~niithat the change was formulated iu gaa~i ~"aitC~ in tt~~ to~~~; ~ert~~ pelt irtt~r~st~ of theSyseem.

C. Decisions on Appeal.

Licensor shall leave the right to decide ~~J~eals ~irider iEiis ~7~ii~ ~ca~t~ 5.~ st~~e~y ~z~.ehe basis of written submissions. Nt~"a~s~ti~a! wxl~ sus~i~~ac~ ~: ~ecisiot~ ~r ~17~~i~e;uz7til and unless tine appeal is succ~ss~'~ ~, Aziy ~ctia►1 tal~en ~y I teer~svr^ in ttieenforcemenfi of this Licence that is sllavpti to "b~ ~~bit~~ac~ car c~~~ri~io is will [ ~resc t~~~d by Licensor to tlye extent.Ce~.s :l~1~, but wide discretion end laeitude v~ri11be allowed to the judgi~exz~. of `Liceits~ir in the discC7ar~~e of its ,~ve~ridin$responsxtility to maintain and improve the standards, per~'oxma~nce and facilitiesof the hat~Is usuig the Holiday Inn, ]Ialiclay ~n ~ Y~atel &suites, I~ct!ida~ ~t~i~~x~r~ss, Ftal da. y Tin E~~r~ss T~ot~3 ~ ;Su~ie.~s> Holiday 'i`~u~ ,1t~.s~art or ~~y. otltexHaiida~ Taut brad -err N.b~z~aq Inn ~xAn~u: L"a~eiisnr will ~a~isci~rxtiousIy seek to~~»intain Iii~;I3 stat~~arcts pt` c~ua[x[y, c1e*~nlincs5; ~1~3~ atacc aid s~rr%~~ ai allt~t~t~ls usi~~~_ the S~~s~~m sa as ~a .i5ro~►pt~:, pr~icet acid ezit~aac~ fhe publr"c iiin~~i~.~:~~xd ~~epntat .c~z~: cif' X11 Holiday ltui t~at~l 6r~ind :t~~~i~ ~t'. any c~~h~x t-~ali~ay ~»in~un~k ai3d ie iaz~~~e~e 'lh~ d~~a~tl far ser ~i:ces a£fer~d by ~kae System. 'TheManual will apply to all .hotels operiited: under tlYe ~~s esn b~ L,icei sat azid idslicensees. Limited exceptions from coin ~limnce nta~ be .ma~1~ based' on laGalconditions or special circumstances.

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D. Limifatlon on Appeal Rights.

I.,icensee will not be arbitra~~}~, capricious or unreasonable iii exc;rcisiiig its ap}~eal(or any other•) rights tn~der this Licence, and wi11 use them only fax tine purpose forwhich intended.

6. lA~~.

A. Mern~bcrshi~.

Lic~a~see, other licensees ot'the Systean, and Licensor are e]agihl~ for membershipin the IAHI, the franchisee associaCio~1 ar successor sanctioned as such by~icenso~•, and a~•e entitled to vote at its meeiings oi~ tl~e basis of one hotel, onevote, provided that T~ieet~see or T~icensor, as the case inay be, leas paid atl its duesand fees owing to the IAHI. The purposes oi' the IAI~1 will be to oonsider anddiscuss, and snake recommendations .an co~n~no~~ problems relating to theapeX?ation of Syste~.t~otels, Licensor with seeS~ 1flY~ adu ~e a~~~ counsel of the I~I`•TI13'aai~d o1' Directors a~7~ its Rules of +(:~p~i•~txoxi, Adverti~iing acrd Reservatit~r~ConimitCees, or their stioeessor convnitlees.

13, ~'unctian of Cornmittecs.

IAHl committees, their funcfrons and their n~embers will be subject to approval inwritiY3g by ~.ioensor, which approval ~ri11 aXot be u~~e~son~bl.y- witl~t~e~d.~eci~~ Y~izing that the IAHI must funcCion in a ~ic`r ~c~t~isteiit ~~tit~i the befitinterests of all persons using tlxe System, #i7e 'i.ieens~~ and T..fe:~ns~ir ~iil :tsse;ih~it°best efforts to cause the go~veraiing rules of the IAHI to be consistent with thisLicence.

7. Proprietary Rights.

A. Ownership of System.

The Licensee acknowledges and wi11 not contest, either directly or indirectly,Licensor's w~resteioted and exclusive ownership of the System and asiy ele~nent(s)or: co7n~ioii~z'~t(s) ;tlxereof;.or rh~t Y,a censnr lias the st~ie xigkiz ~;t~ ~;ra~t~t lict~~ices to use&II. ~Ut ~Iriy ~~~III~XtI:~S~ UC CgiTL~3CitSCTl~9~ O~~{]~ S~SYCII~. i< censee-~peeif'xca~ly agrees.and acknowledges that Licensor owns or ~~ ~ice~asec3 to use ,t1te rKark~ ~=i~ilid~j~ Iiii;~• ati~~y Inn Hotel & :suites; Holiday Inn ~~~res~s, Holiday Iiu~. Exgress Hotel &suites, holiday Tin Resprt, and all other TVtarks, as d~~ne~i in 1~a~'a~raph 7.Gbelow, other elements associated with the System car ~3~s-ived there from (~zicludingbut not limited to domain names or other deft ficatians ar elements used inAli ~tronic commerce}, together with the ~a~~ will synit~olized ti er~liy, and that~Gice~xsee wi[1 not contest direr ly or indircctl~ the v~trdity ar o:.vuit~xship of tfieMarks either during the term of this Licence ax after its expiration ox termination,,A,ll in~pravements and additions whenever made to ar associated with the Systemby the parties hereto or anyone else, and all trade-marks, copyrights, domainname or similar registrations at any time used, applied far or granted inconnection with the System, acid all gondr~vill arisin.~ from License's use of

10 CAN2008

Licensax~'s marks shall inure to the be~le~t of atad become the property ofI,ioertsor. Upon expiration or terrninatiois of this Licence, no rnoiietary atnnui~Cshall be assi~med as attribuiable to any goodwill associated with Licea~see's use ofthe System ar at~y eleanent(s) or connpone►it(s} oi~the System inctudi~lg any U•ade-iiturks lzcetzsed het~eunder:

B. Use of Trade-maxks.

Licensee agrees and acknowledges that the right granted herei~~ to ~,icensee to usethe t,iceaisor's marks applies oily to their use is connection with the I-~otel andnot elsewhere, acid Lioeilsee furt'he~• agrees:

(i) to use tl~e Marks only ~t the Ho1e1 and ~~t1y iii a ~s~sc ataax v~~ t1~ thewires and sexvices of .the NoC~t in a at7aY~y~r vi~l~ich ct~a~toi~t~s innature and quality and to those reasonable standards, methods,procedures, tecl tt qu~s and; speci~catioi~s as may be set byLicensor i~~ ifs sci3e dr~,~rctitir~; and cnmtnu►ucated Co Licensee taainidine to tine;

(ii) to ti,~e~'te and ~dvexlise-.the I3o~:el oz~Iy under the Marks a~~t1 Mulderno oth~r:trxme yr mark ~alti'use ilia xra~rks only with i~cet~n~~sanyii}gwards ac symbols approved in writing by Licensor;

(iii) to permit Licensor ox its authorized representatives, at allreasonable times, co enter the Motel for tlYe purpose of inspecting~,icensee's services and tlae advertisement or perfar~nance thereofand: any relevant docuinent~, ix~ate~'z~ls, and reer~rds perl~iiiing toLie~yisee.'s serf es in ok~lcr to .det~rn ine whether LYceitsee hascoxr►piied with para~'apl~ 7.B.(i) hereof; snd

(iv} to obsee~e .s~~eh r~asc~nab~e ►•ec~uixetXte~ii's with ~~~i~ct to ca~~y~ ~~~tand'~tx~de-nxark tiati~;s; ~rttde ~t~nie t~egistr~tions xiai~ other fn~'ms t~fmarking as Licensor nay direct fra~n time to time.

C. Trade-mark Dispates.

The "Marks" .means the natnes and masks .~~tiliday Tzzn, ~~ilida<~ ~txn; °E~aress,,T~:a i~my Inn Resort;. HUlaclay Inn Hc~t~;! & Su tes> 1-Tal ciao Teti .Express ~-iatel~~uii~cs end Hali.~~:x, aid their dist's~ ~,u~~l~itrg ~I~~irxx~c~r~st~es and.. the cit}ier.tr&deinarks, trade ~aames, slogans, ct~xz~ft'iex'ciai sytn~iats~ togas, trade flr~~s,~ctpyr~~;~te i matG~al ~nct irite~lectval propexty assoc~a~t~c~ '~r tl~;' the System,lilC~lt~11Y~t ~vitiit~ui .iimit~iii~n, t}iose. ~l~ich I~ta~r►sor rna~ desi~tate in the i`i~Cux~e:fax ~x~c aiid ~ho~e r~rl car :L,ice~~soc dies ~~at ~ies~ tame ~s ~ri~lyrSrar~n~. ~rc~~ty .use..Licensee shall notify Licet~st~t' pra~i~ptly a~ atly ati~.tnpt, by ~c~~;= ~crsvn :citlre~ t~ianLicensor or a li~~~~see of Licens~x; to: us4tl~e Max~~ts, or any variatio~~ ax iini~s~t~»of the Marks, and to notify Licensor u~rn~ ~►te~y ~~ any action it~valvixig tlMarks that is tlueatened or instituted b~ and ~ersn~~ a~az► ~t Licensee ai d to sillc~wLicensor to undertake the defence of ai~~ suGh. ~~tian. ~.: cezys~ir ~rii1 ti~ve tl~e:.~s1eright and responsibility to 1~andle disputes ~c~viili diirtt parties ~xnycerriiu g- t~se Call

~ l CAN2008

or any ~aa~°t cif the S~~ste►tiz; and L~+ ~nsc~ wig[, at ics reasnl}~li1~ expense, extend itsi'Grl~ coop~.i~tiui~ tc~ I..ic~~z~t~t~ in ~~l s~tcb it~at~ers. All re~c~ver~es i~~ade as a ~~~s~tlf oftis~a~ttes r~±iflj i1i~Y:t pnrt~.s reg~r<ti~t~ use of tl~e Maz~Cs or System or a~iy pa~~ctk}ez•~of'sl~all be ,('ar the aGcc~u~~t at'. LzGe~iso►•. Licensor need not izzitiata suit againstaXi~~ci~i imita~eirs or infi~`tt7~ers, acid n~"~y settle any dispute by grant of a 1io~nee oroifer~~"tse. T.icensee wv~ll nat inii~at~ arty suit ar pct~ceeding a~,aitst allegedimitatacs or infringers or any other suit oc proceeding to enforce or protect theMarlys ox' System.

D. Protection of Namc and Marks.

Bock parties will make every effort consistent wide the foregoing to protect anda~rai~at~zx~ tl ~ lVlaxks. Licensee a~;~~~s fo ~~~cute atzy documents deemed n~c~ssa ytry ~,ic~z~sr~K~ ~it~ -its- cn~uxsel fo ob~az« ~ro~tect}on''fiar the Marks or to mau~ta~7~ tE~'e rco~atnyued va~idit~ and enfprc~a~ailiiy: ~,ieensee agrees to use Maxks assneiatedwith the ys~e~n only in tI~e ~~inn~r authorized by T,ice~isor and acknowledgesthxifi airy ul~authari~ed use tl~exceaf sha11 constitute iufiiiigemeut of Licensor'srights.

~. Modification or Discontinuation of 1V~arks.

1~' 1 ieensar ~~udi~~.~ ar d'israz~~a~ues use of any ~rf the Marks as a re$ult cif as y~7ia~eediiag, ~x sctttement, then X~ioeitse~ a~;r~es to c4m~1~ w~tl~ Licc~~sc~i''snstructa~ris tai ~rrl~r tt~ impl~i~~~nf> such n~od~~ica~io~~ or. diseontini~tic~~~. Lice~rses.further a~~~es ilx~t it wi13 have z~v rsght to any car~p~~~sat on or other r~~t ~i~iesfitim Licensor ar.~ay o1' 9ts subsidiaries, a~'falates or pareaits: as a consec~u~ixc~ ofany such ux~di~c~tion or discontinuation.

S, Records and Audits.

A. Monthly Statements.

At least mo~ithty, I,iceiisee shall prepare a statement which will include allinformation concerning Gross Rooms Revenue, other revenues ~;etlerated at theHotel, ~•oom occupancy rates, reservation data and other information required byLicensox that may be useful (in Licensor's business judgement) in comiectionwith marketing and other functions of Licensor, its parents, subsidiaries, divisionso ~ ~'~Iiates (tI~E "~at~"). The Data sha~~ t~~ tli~ pX~~perey of 'L ~etasor. ~'l~e lea avciztl b~ pez~ ia~~eiitt~ recvrd~d anti retained by ~:ice~~ e es fiiay b~. re~tsona~?!yrequired b~ 'licensor; By the tli~rd :ai` each mantle, L~~nse~ r~rill submit tcLic~ris~r a siatemetxt setting ~'ari~ ttie 17ata and reflecting the computation of theamounts then due under paragraph 3.C. The staiernent will be in such Form(including but not limited to electronic transmission or automatic capture) anddetail as Licensor may reasonably request from tine to time, and may be used byLicensor for its reasonable purposes.

12 CAN2008

B. Prcparntian and Maintenance of Records.

Licensee will, iz~ a manner and form satisfactory to Licensor and uiilizin~accounting and repoi~tmg standards as reasn~~ably required by Licensor, preparean a cui~•ent basis {and preserve fnr too less than b years or Licensor's reco~~dretetatiou xequiremet~ts, whichever is Ipi~~er), complete and accurate recs~ hisconcerning G~•oss Rooms Revenue and :all ~nancia3, operating, tr~~ kiting a icCothex aspects of the Hotel, and ir~aixltain an accoui~ling system w1~ioJ1 fully andaccurately reflects all fnaucial aspects of the Hotel a1~d its business. Suc4i recordssl~atl include but not be limited to books o£ account, tax returns, ~;avecr~~nentalreports, register tapes, daily a'eports, and c~tn~~ete q[at~r e~~Iy and annual ~ti~t~c alstaten~~nts (profit and loss siaiernents, bal~aa4~ ~iieets.~i~d gash flaw ~tate~!nei~~~),

C. Audit.

Liceiasor inay require Lice~~see to leave Licensee's Gross Roorns Revenue uxllormo~~ies due l~ereunde~~ computed acid cet~ti~ed as accurate by an auditoe orchartered accountant. ~uri~yg the Licence Term and fo~~ two years a~exward,Licensor and its authorized agents w~~l Dave the r9ght to verify informationrequired undet~ tI~is Licence by requesting, rce~ wing, ; r~spectiug and audit'tii~; atall reasonable tinnes, any acid all records re£~1'~`etl to atsaye wherever they nti~~ belo~aXed. (dz~ els~wlt~:re if se~se~ii~b~~ xtiq~~ested ~iy L.~ce~ts~tri~): Tf any suchz~s~ccti,atx o~• a~~li..di~~lases a d~~ci~Y~~y i. ~t arz}i ~~,~ym~a~ts:due Ciui;eu~~cler, and tte~3ef'icieny: in aiiy ~aayix~ezit is nat o'set. E~y ~verp~ynx~rt, Lir,~nsee sliatl'immediately pay to Licensor the deficiency and inte~~est: ther~gix as provided: inparagraph 3.C(S) and Lice~asee shall also immediately pay: to Licensor ~~,audit feefor $3,000, Tf the audit does not result in a deficiency being assessed, then noaudit fee wilt be assessed, lf' tl~e audi# discloses an overpayment, ~,icensor williiismediate]y i~efuitd it to Licensee.

D. Annual Financial Statements.

Licensee will submit to ~,icensor as soon as available bUt not later khan 90 daysafter the etid of T~icensee's fiscal year, and izt a format as reasonably required by~ ~esisor, co7~Yptef~ ~it~z~cial ~tat~t~~~ts;far such. y~a~•: l; c~ns~e will cerEify tl~~tnto be tr►a~' ~ta~ c~z~r~c ax~cl to h.av~ 1i~en .,~repa~~d in aecotdai~ce •~.itl~ ~eracr~llyac~e~tecl <iccaunfit~g j~r'rtscpl~s co~~.sst #1~ a~PUed, artd .~i~~y f~Ls~ c~erti~cafi~~i::will be a breach of flies Licence.

9. Indemnity and Insurance.

A. Indemnity,

Licensee will indemnify Licensor, its pati~ent~, and iCs subsrd ~ries.and' ~~'~lr~it~s.and their officers, dicectaxs, employes, a~;entsk sticc~ss~rs and' ~s5igns ag~ins"t,hold them harmless from, and prorri,~2y reimburse them ~`a~;all pay,~nxe~is off'mo►~ey (including without limitation ~~es; darna~;~s, legal fees aa~d e~p4nse~.) byreason of any claim, demand, t~~, ,;p~~alty; or judi~i~l or adxiinist~~ati~~uinvestiga#ion or proceeding whenever ~s~et~eet ur #iJer1 (e~u~n v,+l c~~ nc~l~~ettc~ o~

13 CAN2008

L'zcensor a~~d/pr its parents, subsidiaries and affiliates is alleged) arising from anyclai~~~ed occur~•ence at the I.3ote1 or a~iy act, omission or obligation of Licensee oranyone assaci~te~' or aC~l ated with L, ensee or tT~~ I~t~tel. At 11~e ~I~ct~t~n ofLice~soi; Licet~~~ will also derend Lie~zisor a~xdlor ~t~s: pa~~a.~ts, su6si~iiaries yi daffiliates and thele officers, di~~ectars, einpinr~ee.~; ~ge~xts, successc~a~s and assignsagainsC same. 1~z aa~y event, Licensor will l~~ve it~e clgli~, t~i~t ugh c~zi~i~~e1 gfi,iiichoice, to cor~iral a~~y ~~attar to tine extent it could directly or indirectly affectLicensor ~Yd/ox its parents, subsidiaries o~' affiliates or their officers, direetois,employees, agents, successors or assigns. Licensee agrees to pay Licensor altexpenses including legal fees (on a solicitor and its own client basis ar• asubstantial indemnity basis} and court costs, incurred by Licensor, its parents,subsidiaries or affiliates, and their successors and assigns to remedy any defaultsof or enforce and rights under the Licence, effect terminations of the Licence ~rcollect airy amaui~fs due under tl~e Licence,

B. Insurance.

During die Licence Tenn, Licensee will '~~nx~ily ~+ith all ~ns~ira~~ce requi~exi~entsof any lease or rno~~tgage covering the [-Tpte; a►~d Liceiasoi'~s ;sp'~cificafic~3~~ forinsu~~auce :~s tc~ the a~nau~it a~~i~ ty~~e of cc~vex~~e :~s ~~ ~y he ~~as~,n~biy sp~cifi~dtry I i~e~ sar #~rc~~xi tx~~e tv tYnie: iaa wi~i~in~r and v~ it rn any eveiiti rnainCaiaj n~ theZlote~ as a nliniinurt~t, t~ie:fallowin .iilsurance irndexw~~tten by ~~ i~sur..~a` ~p~xay. ~d;by Licenso►• (unless required otherwise by law):

{1) worker's compensation insurance or workers safety and insura~ice boardpremiums as required by federal ox provincial law; and

(2) COITl1YICi'GI&I ~~1?BT~I~ YIcLbI~I~~ 11~1S~I1'#117b~ tti1.C~UCIIT~~ Cpv~tA~~ ~Ot ;})t`E~fIlICt ~1R~?~~)1y%completed t~perat ons, oor~tea~~ua~:liabitity, iitluz~r ti~bil ty at~d ire legal liability)a~ad busiie~ autort~abile li~bilxty i~ysarance (inctucling eoycra~;e `~'t~x aizy at~~edautos and in any event hired and non-owned ~iabilifiy) with single-limit coveragefor, ~~rs+anaS ata ~ bodily injury: and property ~at~~~~ e of at feast e'en Millii~.# .Dollars ~$l:t~,bf}0,0£~0~ per'oec~rrence In eonnee~t~ri wit1~ all ~onstructi~n at tl~eT-Iotel dwyng the Licence Term, Licensee will cause the general contractor tomainta9n business general liability insurance (includ~n~ cove~•age for productliability, completed operations and contractual liability) a~ad business automobileliability insurance (Sa~cluding hired and non-owned liability) with limits of at leastTen Million Dollars ($10,000,000) per occurrence for personal and bodily injuryand property damage unde~~vvritien with insurers approved by Licensor. Licensorand its patients, subsidiazies and affiliates will be named as additio~lal insureds.

(3) Coverage must be written on an occurrence basis. Claims made basis is notacceptable.

(4) Coverage must be underwritten by an insurer approved by Licensor.

(S) The coverages provided by any policy shall include and respond to a~~y legalproceeding wheresoever brought, on a worldwide basis, including states and

t4 CAN2008

territories within the lc~al jurisdiction of the Uaaited Scares of ArnericA. Policys~~onies shah be payable worldwide.

(G) Tf naultipZ~ 1~aatia~ns aa~~, i~~ured on policies cis atfi tiin~ ata' a~;;~cegale limit, thenthe a~gre~ate liat~ t ~Y~ust:;aPply on a pe~''~~catior► ~'~~r'e~;a e basis:.

(7) All couei~~g~s ~r~iv ded by :any policy s~~~~ ~e iii U.S. dolla~~s ar ~ati~tdianequ~valet~t cat~ul~tcd at an autSirax'ized ~~ae~vnilin~ ft~reigu exchange rate Ott t11~~:t mesuch ansu~~ance is obtained.

(8} All polioies riiuSti b~vr~`'itZeu on a fully it~sGire~ basis. Deductibles or self insuredretentions are ~ul~ject 1:o approval on an indivi teal basis.

C. Evidence of Insr~rancc.

At ail tira~es du~ai~ the Lzce~~e~. Term, Lic~ixsee will fun~xsh to ~,ic~ssrarcertificates of ir►~ur~anae evid~nc ► g the term ~sz~ i limits off' coverage in ~"ai~c.~;natues of applicable insurers a~7d persons insured, acid a statement that eflverage~a~ay not be eaiac~lL~i, altered ox peiYt~:ii~ked to lapse or expire .vvi1lit~ut 30 days'adV~ilce written riot ec ip Licensor, IZ.evised art ~icates of iz~urat1ce shall beforwarded to 'Lscetsa~• c~aeh ~iiaac tt ~:h~~~be in co~ue~~a~~ or ~surance ;Ga~xc~r is~nad~ by Licei»~e; azid/car u~an a~c~ev+r~ 1, of expu~et~ ctivera~~s: At Lr~e~iist3r'soption, Licensee may be required to provide certif ed iusurauce policy copies.

~0. Transfer.

A. Transfer by Licensor,

Licensor shall have the right to bansfer or assign this Lice~~ce or any of Licensar'srights or obl~g~tion.s hereunder to any person or legal entity.

B. '~.'ransfer by Licensee,

~.icense~ undersiads ~ticl ~aicn~awlectges fihat th~.clghts a~d.du~i~s sel':fa~~t1~ in thisI. ir.~nce: ire pex~er~zat ~c~ ~~aense~, ~r~d tihaf ~.ai~ensor has granfecl this ;~. ~enr>e ini~cliari~~ on-'the-li~asiness skill, ~nat~cial status, and personal ek~aracter of Licensee{ii`, ~.ioeztse~ is an it~cl vir~a~l}, and up~r~ the Q~v~,ers; ih~trlbGxs; J~arCnei•~ or51~~~laalciers of Licen~e~ (i~'l.iceiisee is art ~t~tiLy, s~~~i as ~.~~~ztn~rsh~j ~ai~~~a~nyor ~a~~~o~ai~:n ("Enxity")). Acaord~ngly, ~ei~irer T~iGe~see ziax°:a11~ it11111~cfiat~ orremote .su~e~"ssar to any part of Lic.~r see's xterest in ik e T,ic,~t~c~, r~r~r qtyindividual or entity which directly ~r ~~ ~r~et~y ~wz~.~ an ~g~~a y ~iterest (as thatterm is defined herein) in Licensee or (~►e I,icssi~e; sha11 sill,. assign;, ir~ns~'er;convey, ~alec~~e, mor't~~~~ . encuc~ber? Bruit ~ .seetuity.:ititerest, viz ~v~ av►!aY~ ~Yrlir~ct or ~iztliz~ct ~xitexe~[:ix the T>i~enee or ~quiiy Interest' in ~;i~nse~,-except asprUv ded in tizis L ccnc~.. Any: ~iurJ~t~rted :salt, assi~i~ment, trat~sfer,.ctar~veya c~,p~~d~;c~,. m~:t~lg~~e, nor e~ictrinbra~x~e try aper~~i:~n ~i' 9~w Ur catti~rw se,; of anyInterest in .the Gxc~~~ce ar auy ~qu'riy~ Itite~'est ire I:.~Ce~~~~~ n~1 in ~c~ar~[a~~ce w.itl~the provisions of this Licence, shall Ue t~.u11 mid vt~~d.a»;d slid! GUnsGti to a bre~cl~

15 CAN200$

of this Lice»:ce, fox whielx Licenso~~ may tea~rninate witt~aut opportunity to cu~•epursuant to p~zragr~ph 12.D ofthis Licence.

(1) l~or the puz~poses oftlYis pat~agcapl~ J0, tl~e term "I',quity Intei~es~s" shall mea~z az~yownea~ship, memhersl~ip, shares or partnership interests in Licensee aazd tiieia~terests o#' any pa~~tner, whether ~e~ierai of tzinited, ini auy patt~rie~•ship, wit11respect to sucl~ parhierslup, a~xd of any shareholder, nien~bec or ow~xer of a~aycorporation or company with respect to such corporation ot~ eompa~iy, whiohpartnership, carpot~ation or company is the Lice►asee hereunder or whichpartnership, corporation or ca~x►pany owns a direct or indir~t beneficial interest inLicensee. Refe~•ences iii this Licence to "publicly-h~aded equity Interests" slYallmean any Equity Interests wlucl~ are t~•aded on a~~y securities exchange or arequoted iii any publication or electronic reporting service maintained by theNational t~ssoeiation ~f Secarities Dealers, Inc. or any of its successors orapplicable secnr~ties re~uiatory authorities in Canada.

{2) If Liceiasee is an Entity, Licensee ~•eprese~its that the Equity Interests in I.xcenseeare directly at~d {if ap~iicable} indirectly owned, as shov~m iii Attacl~mei~t "A,"

(3) Iii computi~~g changes of Equity Interest, limited partners will ~xot be distinguishedfrom general partners, and Lice~lsor's judgment will be final if fillere is anyquestion as to the definition of Equity I~iieX~est or as to the coanputatio~l of relativeEquity Interests, includi»g transfers of ~q~uity Interests, the pri~acipalconsiderations being;

(a) direct and indirect power to exercise controt over• ehe affairs of theLioensee;

(b) direct and indixect right to share in Licensee's profits; and

(c) amounts directly or i~idirectly exposed at risk in the Licensee's business.

C. Transfer of Equity interests That Are Not ~'ublicly Tradcd.

(1) ~xaept where otherwise provided in this Lic~ncc, Equitq Tntexests in the Licenseethat are not publicly-traded may be transferred, issued, ox eliminated withLicensor's prior written consent, which will ~~ot be unreasonably withheld,provided that after the transactyoz~:

(a) 50°10 or less of all Equity Interests in Licensee will have changed handssince Licensee first became a party to this Licence, or

(b} 80% or less of all Etjuity Interests in Licensee will have changed handssince ~,icensee fast became a party to this ~,icence, and na EquityInterests) will be held by other than tk~ose who herd them when Licensaefirst became a party to this Licence.

(2) In computiz~.~ the percentages referred to in parageaph 10.C(1) above, limitedpartr►eA•s will not be distinguish$d from general partners, and Licensor's judgment

16 CAN2U08

t

will be final if Yhere is auy yuestio~l as to the definition of "Equity lnt~rests" of asto the conlpc~tatian o~ t~clative I;yuity Interests, tlae principal considerations bei~ig;

(a) direct and i~idicect power to exercise coxatrol over tlae affairs of T:icensee;t

(b) direct and indirect right to share itt Licensee's pra~ts; and

(e) aniout~ts directly or indirectly exposed ai rssk in the Y.,icet~see's business.

ll. Transfers of Pubric~y-Traded Equity interests.

(l) ci~j~t. as otherwise ~azc~vis~et! in tlus Licence, publicly traded T.,quity Tntes~ests ie~fl~~: ~xcensee may be t~~Y7.4fei~~•i:d v~+ith~aut Licensor's consent but only if

(a) irnr~~ediately t~.~crxe the proposed transfer, the transferor ow►~.s less tl~a~z25%a of the ~gtaiy Intere~ ti~Licensee; said

{b) iin~~aediately after the transfer, the transferee wilt ow» less tha~~ 2S% of kheequity Interest oi'laieensee; acid

(c} the transfer is exempt from re~istcation andlor prospectus disclosure underapplicable securities law.

(2) Publicly-ta•ade~i I',quity Int~~es~ may lie tra~as~'kt~rec~` wicl~ I;.ie~c~sa..~'s wr~tteaiaonse~rt, w1~~c~: may not be uzireasonably v~itlheld, if tie ti~taisf~r is exern~f fi~ornregistration and/or prospectus disclosure unt~ex ~pplicat~IC s~~uriti~s l~v~t..

(3} The chief fina~xcial o~'~cer of Licensee shall certify a~lnua~ly to Licensor thatLicense is in ~e~~slpliance with file provisions of this par~~raph 10.D. Suchcertification shall be delivered to T,iceitisox with the Annua3 ~inai~aial Statenicntsreferred to in paragraph 8.D.

E. Transfer of the Licence.

(1) Licensee, if a natural person, may with Licensor's consey~t, which will not beuiyr sonribl:y ~ithlte`id, transfer the LiG~Y ,ta Lac~r~see's sppus~, parent, siblaig,nrec~, neph~vu, d~,socndait, ~ar.spnuse's e3esccndant, p:•avaed'that

(a) adequate provisio» is made fox the management of the Hotel; and

(b) tae transferee executes a new licence agreement for the unexp~r~d term ofthis Licence,. on tt~e standard .fai~ra~ then t ~ir~~ used to licence ~xew Hatelsuttl~~ t3ze System, ~xe~pt the ~`ee~, e~u~c~~ct, tlaereuaxder sl~al~ be. file s~rri~ asthas~ ~t>ntaiti~d her~eiri ►~tcTuclii~g-ar~y ~~Ju~trn~nts to such ~'~c~ ~s m~~t l~~v:c.b ox irn~i~r~ented dram Y tine to t trig iii a~co~•da~ace with ti1~c ~te~ms a~' thisLicence; and

{c) L cdilsee guaratxte ~, in Licet~sc~r's usual form, the perforanance of thetratts~c.~'ce's pbix~~t~t~ns uiidex• tl~e newly executed licence agreement.

17 CAN2008

(2) if Licensee is a natural person, lie may, without the consent of T~icerzsar, upon 30days' prior written notice Y.o Licensox, transfer the Licence to a cc~iporationeiitixely owned by him, pa•odsded ctzat: ~:

y

{a} adec~uale provision is i»ade for tlae management of the Hatel; and

{b) ttie #ra~as~eree exut~s ~:c~ew;(ice~ce agree~aent £ox• the u~~ex:~i~'~d term ofthis Licezac.~ os1 the standard f~rn1 then I~~iti~ used to lice~ice ne~v Hotelsnr~det the ystetn ,'~xc~pt filae fees: al~a~ged't~aen, steal! lie the saix~e as these;G~y~tsixieci her~uk. including atYy aiijust~itiettfis to suet fees ~~ ~n»a~ I~~ive l~~~et~ix~~} f~~~~crite~i i'ri~~n tixi~~ i~ tin~c iii i~c~t~.rd~thce ~~i1.lt i~ae t~~~~~7s ~f thisLicence; at~d

(c) the Licensee guarantees, in Liceazsor's usual form, the pe~•formance of thenew licensee's obligations under the newly executed licence agreement,

(3) If Licensee is a natu~•al person, upoa~ Licensee's death, the Licence will pass iiiaccordance with Licensee's vviil, or, i~i.ice~~see dies intestate, in accordance withthe laws of ir~tesiacy governing the distribution of Licensee's estate, provided that:

(a) adequate provision has bean made for management of the Hotel; end

(b) Licensor gives written consent, wl~zch consent will not be unreasonablywithheld; and

(c} the transfez~e is oue or more of the decedent's spouse, parents, siblings,nieces, nephews, descendants, ar spouse's descendants and;

(d) Li~c~ta~~'.s. k~eii~s qtr l~g~t4~5 px~inptla~ advice L: ee~xsor n~xd the tra~.sf~rproa~~prl~ ~x~cutes:.~r new lrcer~c4 ~~rscm~iyt for the une~;~~i►;ed tes~n~ z~~'ttiLi~~xSce, ~ax~ the ~t~t~d"aCd fc~~':~~~ `t~e~~ b~in~ used fo ticei~c~ »ew l~iofiels widerthe System, except the fees cl~ar~,ed thereunder sl1a11 be the same ascanta►ned herein including any adjustments to suoh fees as inay leave beenim~lernented from time to time in accaa•dance with the tcrrns of thisLicence.

F. Transfers of Equity Interest in the ~ieence Upon Death or To Family1V~embers.

(1) If ~i~ rgrta ty. interest is owned by ~ rY~tiu~t person, t~ie;Er~u~t~ I~ter~st. will bassupon strck~;per.~son`~ de~.tt~, t'n.ac~ordnnce wzth such ~ersa~Y"s wi11 ar, if:sueh p~rsc~z~dies ;iZ~ttestatie, iia accordan~~ Uvi~lz #tae laws; of in~est~cy gc~vez~ing tl~e disiribui~onof such person's estate, provided fil~at:

(a) adequate pz~ovision zs made for inanage~nent of the Hotel; and

(b) Licensor gives wiritten consent, which consent will not be urueasonablywithheld; atad

18 CAN2008

(c) the t~ha~is~'eree'is one or mare of the d~ced~r~t'~ spouse, ~are~~ts, sibli»gs;nieces, ~~e~li ~,.descendanis;;ax spc~u"se's a~s~e~1dax~ts and;

(d) triYiYs£~r :asst~tnes, in wz~t s~,; oai a can#iiluii~~ basis, the decedent's~~i~r~t~~tee, .if any, of the .Licensee's ob]igat ins he~~euzYd~r.

G. 1'roPosed Transfer of Equity Interests.

if ~ ~i~aposed teans~`er t~f az~ ~t~uity Interest in tl~e T~i~.~risee ~equ~re,~ registrationand/wr prospect~is disclos~u~~ u~d~r any ap~tcable se~urit~ies law, ~,ieense~ shall;

(1) Request t}~c. Lieex~sor"s c~i~s~s7t at 1c:a~~G 45 days before floe proposed effective dateof die registration or pro~x~ecl~~s dis~lasw•~; a~~d

(2) Accompany such request with one payment of a non ~•efundable fee of $25,000;and

(3} Ret.~~~.l~uz:~e..~, ~~nsor fc~i~ ~xj eases uicarxed by Licensor in ct~ii~aectin~~ with reviewc~~tl~~ t~~~~eri~ls coacei~iiii~~ ile proposed xegistration aild/or ~S~~~spectus disclostir~.including Witlzouf limitation, legal fees ax~.d travel expenses; and

{4) t't.~r~e ~n writi~~, ~n< ~zll participants in ilte prc~~aUsed t~aiisfer. s~U~~~t tore~isficaticii~ ~~j~ifi i• grasp tits tits :lasute ;i~ce~Gt`i~~a~~~yts tt~r~e is vr~~itii~~, to ~'c~tlyi»d:~r~~~~i~y ~,iacnscir ia~ ~ct►~~xc<;tioi~ w:xtls tl~e re~stratictri a~ad/raz~ ~r•Us,~ecltiscliselc~sux~~ f~u`i'11SI1 '~I7e-X;~C~ASQI's~II Ii7~DT'txafillt311 ~~Cj~1~5t~ ~3~' I.:1CC]SS9i"s AVt~1tI ilily`itzYpl~c~tipn t~f L~ensa~~`s ~aa~•tci~atlon i~~, ~r e;zd'o~si~yg il~e t~~at~sfea•; ~a~t~ use ~1i~%iarks onto as authc~~~ized by I~icensor>

H. Gftange of Owneeship.

(1) This Licence is not transferabie. 1~ Licensee {a}.:~~eceives an refer tc~ ~iiicl~ase; orlease the Hotel ox any portion thereof, (ii) d~sires to sell t~~ leash 2t~e:~~'Ute1 ter ~u~yportiaa~ tli~reof; (isr~ wishes tv: wt~v~y the ~atel;'~°Ic~tal;sit:, ox a~iy L'q«ziy I~1te~est.in tlie'flo el> ~:,icens~e shall dive piai~apt written ~~atic~.t~iereo~to Licc,r~sox, stating~~ae ,identity of tl~e prc~~p4ctive 4rar►.4~eree, pu~Cli~~~~` rrt• 1~~see a~ci t1~~ t~~•~ris andc~u~iitions of the e~~a'~jeyat~ee, inc>luc~ing acap~ o~at~y ~iz~cipos~c~ a~,rc~►~ient and allother information with respect thereto, which 1;icc~~sar ~~~a~~ i~exs~ ~~bly xec~~ re.

(2) Uneler 1he~ provisyci~~~ e,.t this Li~:~n~.e, ~~) any Transfer of ~c~~~ity Interests ~~.flii~rtlt~t~ ~ ~s~t~x~ii.tiecl 'I'a ansf~~`~ cox {Y) '~`cansfer of all or a suhst~nt ~l part of the ~TateTor. k~atei~s'zte {if tl~e ,hotel or I~ofel. sits is nw~ed directly or indirectly by Licenseeor by an Sndividual ar Entity that owns any Equity interest in t; cez~se~), to a ~~evvowner who desires to continue to operate the Hotel as a Holid~~ ~~~p7 or Halid~r~Izui Expresso ht~te1' :b~•and, shall constitute a change of ownership requiringsubmittal of an a~aplication for a new lic~:xiee.

(3} ~.ir.,ei~sor s~?ail prods such cha~~e ~~' ow~erslYrp application .ire a~c~rdai~t;~ v~~tli.Lic~~uerr~s iI~.ez : curr~rst ~iroc~du~ea; ci•it~ria said ~~~qukrem~nt~ regarding feesru~ +din~ o;£t1e~:~Ia~el, cre~ii~ operational abi~iti~s antt.caps~bxlifies, priar;.bt~siness

l 9 CAN240$

deali~~gs, market feasibility and otUec factozs deenYed ~~elevant by T.,icensar. If sucBchange of ownership a}7p{ication is approved, T:,ice~3~rs~~ uttc~ it e. uew owner shall,upo~~ surrerid~r ;:af' ~l~c ~ i~ne~, e~~icx into a ';t~c~v ~~r~nc~ agreement. The newlicence ag ~ec,~~x~i t.sh~ti lie o~i t ic.~nsar°`s then cun•e~at ~oriai a~i~ contain :~ c~ris~ar'stheli current; terns (except for durai~:ox~}, and if a~s~sl gable, the new 1i~e~ ceagreeix►.ent will contait~ specified upgrading and other regairements.

(4) I.~~t c1i~►n~e t~~ow~iecSlli~ ap~slit~t on ~o.r ire proposed ►ae~u ziv,~ner is not'~pt~~~vedby Gice~~o~ ~xd tl~e ca~tveyat7~~.of'~~Z~ k~oteJ, I~atel siC~, ax and Equity Isit~i,'esti in1t~~ ~-Iat~l ;~r T~c~nse~:to'tlt~ propose new ov~+a~er occurs, then this Licence shalltecnxinate pursuant io paragraph 12.D hereof and I~acensor shaft be entitled to al!of its remedies.

I. Transfer o~ Meat Estate.

if the real prvperky used in the operation of the Hote3 is owned directly orindirectly by Licensee or by an indi~viduat or E~~tiry that owns any Equity Interestin ~,ieensee and Licensee, or that individual or Entity proposes to tra~~sfer all ox asubstantial part of such property to a third party, such traiasfer shall constitute at~~at~sfer under the provisions of this L ~~~~ce requii~xng an application .~'or a newlicence agreement, unless Licensee r~ceiti~c~ ~;icez~:sar's pc•ior wrzlten co~xsent forthe hansaotion.

J. Management of the Hotel.

Licensee must at all times retain and exercise direct rnanagerne~at control over theI•totel's business, Li~ens~e stall rint entez- :into ~ziy l~as~; za~a xa~ecnent a ree~i~e~lt,a atizer ~i itilar arrangezz~~ut for Tie r~peratiarr. c~~ tti~ ~~Ic+t~l oi` ~y ~ai~t [h~~c:ti~`(i.t~t~ludiY~g vitht ut liztii:t~tx~s~~, fpo'd ~ncl/or t~ev~rage s~rv~ce facil~t~e~~) faith andi~atii~ri~lital nr ~x~ity ~ihcx t~i~tn '.T,acensee, without the prior written consent ofLicensor.

11. Expropriation, Demolition and Casualty.

A, Expro~riativn or Denaofition.

Licez3s~~ stt~ll, a"t the ~a~rlie~t -~3os.~ ble t'tin~, give Licenser fill nci~ice of anypropasec~ expropriation ar demolztioii.. If ti~~ensor ackr~n~v~cdges.that,~l~~ Hotel ora s ~bstAntiat pmt t}s~r~of is to be taken, Licensor will give due and pzbrnptconsideration, without any obligation, to transferring the Licence to a nearbyLocation sefectetl, by Li see and app~tived by Licensor as gxai~xpfi~ asceaseina~aIy passible and n.~ny event wftl in four months of the expropri~tivn ordetit~lition; proviri~d t3iat ~i~e~lsee has prot~pt~y filed an applzc~ton to U~a~isfertize. Licence to suufi..new location. If the new ~aeataon is approved ~ij~ Licensor, andthe transfer autharizeti by Licensor, and if Licensee opens a new hotel at the newlocafiar xn accar€i~~tce with Licensor's speci~icat~ons ~?tt~in two years of theclosiz~~ of the Hotel, the new hotel will the~xc~eft~z~th ~~ deemed to be the Hotellicensed und~:r this Licence. If an expra~riatio~: or demolition takes;p~aee and anew hotel ~.oes not, far whatever re~sAa~,'ki~conie tl~e Hotel under this Licence in

20 CAN2008

strut accordance witU this paa•agca~l~ (or if it is ~e~s~nably event to Lic~~~s~rtl~af~ such will be the case}, tl~e Li~en;Ce will 1`e.rmi~aie fo~•t~i~vi.t1~ upon fiat"tcethet~eof by Lioensoc to Licensee.

T3. Casualty.

If the Hofiet is damaged by fire or ntli~i casu~ltj+, L ens , tK~"rXl ~x.~~diti~+ra~Iyrepair t11e ~ama~~. if the ~taiYY~gc ~r re~~it ~~~itit'~s clasirr~ llic 1-Snie.~, ~.iaeitseewill iaYui~ediatety ~~o ~fy Lacei~srsi• will xc~a~ir ter r~l7ta izl gl~c F Ic~t~1 i.ri ~'ccardAiteewith Licenso~'s standards; will con~jnenc~:~~~ci~~st~'uGfit~n wi~l~iia ,four ►t~4)zSXts at~ci~closiir~;; ev it expedit'sously c~~atinue an a i ~n~nter .tipt~d: ': t~asas; v~itt~ $u~t7recp3ist~uetiott attd W[ll reopen tt~~ t~lotel £c~~ continucxia~ ~tusiiie~s ~~eraiiaus,assoak ~s pr'acti~n~slc (t~~~t iaa any c ve~it witl Yt~ 24 niaiii7~s ai~er.el~s's.i1~ t t'tlie 13ote1),~;iuri~~ I..~ce~tsor;~Ett~ile ac~vt~n~~. ~~ati~:c a,!' i~» date cif rec~~i~aii~z~, tf` il~e I I.t~tet is ~~~tr~~a~erx~d ~~ ~C~a~' 3a~~r,~ v~rat'h this ~ax~~~raph, ttie; S~ic~z~~~ mill fn~~lt~with ter~tii~r~t~iip~r~3 ~~nt'sct~ t1~er (' U~~ I:, r,~~~s~ is ~ice~~s~e. Nvtr~=filt~tai~~l ia~; ~n~rtliirt~, ~1~~l~~r~iu to tt~~ conti~~►rya ~lt~ ing tlxe time the hotel is closed, Licelysee shall payLicensor a rnar~tt~ly royalty of Z%o of Grass ltnnn7s T~ovii3ue. based o~x tilxe a~t~ra~~iciiirlily ~rnss R'pa~Yt51~.e~ue~iue ~'nr tt~e ~r daj1:~ 12 ~~a~~tlis ~i~ior tp tlu date ofr,J~Cf; 1T1~ qC 7~ I~~ H.(I~~~ II~S I1C1t 1H:C33 III 'II16 S~S~YIl f~r~ 12 ~nc~~~~.h~, b~s~c~ oi~ itsav~rag~ rr~~nthly Gi c~s~ Kr o~aYs R~~v~Y~n~ ~'pr i3~~ j~e~and tli~a°i~~~ t~~ c~a xhe 1-l~icl leasbe~~ .ice o~:~~tti~u: in the .Systeiii: Said pa~ln~ni staall be in lieu-of a1I c~~#iei~ Syst~mmfees: u~~der ~ar~gr~~lY ~.0 oflhis Li~~nc~.

7'Lie Licence may be rer~lac~d by a new licence a~;,ree~aaerle as }~i~iv ded inpax~~~raph it3 and the Liceis~e may lern~inate as provY~es~ ;in t1~is para~ra~;h 11without liquidated damages.

C. No Extensions of Term.

Nothing in this paragraph 11 will e~ctend the ~ice«ce Term bixt Licensee shall notbe ~equi►•ed to Rn~ke ~z~~ ~~yane~ats puysu~~ri ics p~thgraph 3.0 (1) and (3), czr:~ptas p~~ar+ide~ its p~zr~gt~~ih 11,T~ ;above, .far pe~ind~; during which the Hotel. isclosed by r~asi~n n~ e~c~~o~riation, ciei:nalition or casualty.

12. Termination.

A. Expiration of Terns.

'~Iiis Lie.~nce w'il~ ex,~~re w.t{taut z~ofii~: ten (~t1): years from the c~a~c: of thec>~en.~n~; v~' tl~c. H~"l~1; su~,j~ci. to ~ai~le~ ten~xina#ion as set forth h~reiia. 'Y"hisLir,,~~xc~'i:~s ~aert rezt~watsle, a~~d Licensee aakxyo~vte,ages ~s~d A~a~~s ttYat it ~s i.,icer~cecanfecs u~4n ~;acens~ afi~sc~lut~l~ r~o .i;i.~hls:.a3" I.xce~nce renevc~ai fottoaarixi~ T~.~x~a~zutiatr. of t'lie Lac~ziee t~exri~. Tl e ~~rtres reco~,~Xi,t.~ tl ~ dif~cuity ofascer~~ning dar~~agrs to 'Lxc sair re~u~ii.n~ fiaz~ ~rent~tur~ t~t~rni~~~ipn ~f' t1ie.~i~~rx ~ ai~1 have ~rroyzded Cor liquici~tcd ci~iila~~s ~hr~h: r~pres~nt. lir~ir .t~~siestiYnate as to die dazn~ges ~ris~n~, frnim tl~ ,~ rcu~ssta3»es iz~ '~vhiclx tJ~ey ireprovided.

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13. Termination by Licensee nn Advance Notice.

i icea~.see n ay terminate tJi~ L~r:~itce as pipvided,iz~. ~7a~~agr~pla 3,B, b~ giving atleas1: 12 bui less thai~ I S tai~ntlxs' adva~~ce ztatice to Iicensor acconx~anied b~y alump sum liquidated damages payment xe'}~resei~ti.t~g ~ ~~ncral ~ z~-esL ~n~fe of`tl~edamages suffered by Licensor but not' as a t~enaity O~ LJl ~LCti C>~ &t'~~" UlI3,~['

payi iei~ts ~cq~~i~~l und~c this Lie~~ire, equal k~. {~e inC~l ~f all ~an~c~iF~:~s r~gnii~ertundci ~a►'~'~rs~~al~..3~:~`t~~ t3~e 12 c~leasd~r ttt~t~tt~s cif c~}~r~iyc~~i ~~rc;ceding tt~e r~a~~e.or if iki~ [~at~1 lies Veen in c~perat o~ z~. tlz~ ~ysY~nt for. less tl~aii 12 j~a~~~thsy tl e.greater of (i) 12 tunes tC e monthly av~r~g~ o~ such. ~tr~ou~Tt~ for _ti.~e. pe ~iad duringwhich the Hotel has fi~e~n in operation :.iti. the Systetiti; sir (iii I~ t Ines suchatnoutnts as are due for the one rnoath precedzng the ter~ninatioii.

C. Termination by Licensor on Advanee Notice.

(l) 1n acoorda~~ce with notice frarn T~icensor to Licensee, this Licence will teru~inate(withoue any further natice unless requited bylaw), provided that:

(a} the notice is mailed at least 30 days (ax ~ongcr, i~ required by law) inadvance of the termination date; and

(b) tl~e »otice reasonably identifies ane or more breaches of the I.,icensee'sobl.xgations; and

(c) the breaches) are not fully remedied within tlxe time period specified intl~e notice.

(2) If Lrcensee shall have engaged in a violation of this Licence, for which a noticeof termination was given and terminatioa~ failed to take effect because the defaultwas rerncii ed dur~~~~ tlxe tl~e~1 pre~edin~ l~ zn~~yths, the period liven to remedyc~efa~.slts ~z%ill~ i~ ~ncl :to tire, ex"te~~t p~ 7i~t~d by appl~aatile la~x~ .tit~xeaflec be 10~~~s instei~ci cif 30 :(p~~avided, howev~~~, if here .ha~v~ b~er~:t~ro ar ~.~nre vial~~ianso ' tl~e I.re~nce iii tie ~~~ec"i:c~i~xg tweiv~ #~anths for which notices of ierniinationwere ~,ivt;i~, u~cm the nett vioiafia~a, if and to the extent permitted by applicablelaw, tl~e Licence; may be t4rn~ii~at~d by C.>icensor imznecliately apon notice}.

(3) In any judicial proceeding in which the va1rd t~ of tein~irixti~i~~ is at iss~~eLicensor will not be laznited to the reasons set .~"a~rtta in any aYotice:sent under tiI~rs~ara~;raph.

(q} Licensor's notice of termination or suspension of services shat] not relieveLicensee of its obligations under this Licence.

D, Immediate Termination by Licensor.

This Licence may be termin,aYed by Licensor immediately (ax at the earliese timepermitted by applicab]e law) if:

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(l) (a) Licensee oz' any guax•antor of Licc~~see's nbli~;alxoaas hereunder makes or isdeen3~d I:o have made a general assi~umcnt for the benefit off' c~•editors under theBankruptcy &17CI InSOIYEIIC~ AC1: ~LI'!@ "Act"}, or if a petition is filed agai~~stT,icensee under the Act, or if ~.icensee shall be declared ox adjudicated bankrupt,o~• if an applicatio~i is uzade in respect of Licensee uude~• tl~e Campanies' CreditorsAna~tgement Ae~ or if a liquidator, trustee in ba~ilcruptey, custodian, receiver,receiver and manager, n~oderator, or any other officer with simitar powers shall heappait~ted of or for Licensee, or i£ T,icezisee shall eomxnit any act of bankruptcy oa~institute pi•oceedin~s to be adjudged bankrupt or insol~ez~t or co»se~~ts to ll~einsiitutio~n of such appointment or proceedings, ar if Licensee admits in writing aninability to pay debts generally as They becorne due or becomes an "insolvent,person" as that term is defined in the Act; or

(b} Liceaise~ or any such ~uarantar sliaill Y~cc< a~y~ co~~p.ar~t~ or other action toau lic~x~ize:any of ire ac~rc~i~s set.f'a~th e ve fax pa ~a~k~ap1~ (a); or

(c} aaz attacl~►a~e~~t or execution► remains on al! or a substantial part of the Hotelor of. Licensee's ox any such guarantor's assets far 30 days; ar

ttl~ X..IC:~t1S~~ 67' ~ii~+ StiG~'1 ~CI~C~lt1~.OT'~aI~.S, Wt~I;171'C f~~ C~t1~'S t7~ CIl~.~12Ccy c~~ a ~ni~ljut#~n~~~tt :~baii~s~ Lic~~is~e iii ~ui3~ ~u~zouirtt :caGe~d~i~ ~5(~,{l(~U, todiscl~~e~~e, +;+acate ~r revcr~e the ,ju~l~tn~iit; +ar to shy cae~:utic~~a .t~~ ►i, ur ifappealed, to discharge the judgnnent within 3U :days aft~a~ a ~i~a! ~arlveiaedecision in khe appeal; or

(2) Licensee volmrtaeily ar involu~atarily loses possession or the right to possession ofall or a significant part of the FYotel, except as otherwise provided fcx paragraph1 Z; ar

(3) License, or any entity or individual having a direct or indirect ownership in it,coistests in any court or proceeding Lxcensor's ow~.e~ship of the System ox anypart of it, or I~ae validity of any of the 'l`vit~r'~s trade-maxks or other intellectualpcopei~ty associated with ~;.icensor's business; o#'

(4) A breach of paragraph 9 or paragraph 10 occurs; or

(5) Licensee fails to continue to identify ttie Hotet to t1~e public as a System hotel,engages in auy action that violates Licensor's proprietary rigl~is u~~der paragraph 7or ceases to operate the Hotel as a System hotel; or

(6) Any a~fi.i~n is Taken toward dis~olviiig or liyu9dati~~ Licei~sec ar azi~ guarant~a~hereunc~e. c, if it is an Entity, except ft~r any suc[i ~etians xesulti'n;~ frcny~ .the d~attrof a p~'tner; or

(7} Licensee (o~ any principal shareholder, owner, member or partner of Licensee astie case mad be) is, or is discovered to have been, convicted of an indictabteoffence (or any other offence if it is likely to adversely reflect upon or affect theHotel, the System nr Licensor in any way); ax

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(8) Lice►isee anaii~lai~zs false books and records of account or s~~b~nifis false reports or ~information to Licensor; or y

t9) Licensee knowin~;ty fails to oompay with #lae requirements of Che Licence and/orthe Manual on safety, security, or piivacy foa• Sts guests at the Hotel, oz on thereputation of the nianage~n~ent, enzplayees ar operation of the Hotal, and suchFailure may sig»ificantly adversely zefleet upo~i or affect the Hotel, the Systeu~ orLic~r~.sor, its parents, subsidiaries a~~d af~liatcs in any way.

(ltd) A breach of Paragraph 14N occurs,

~. De-Identification of Hotel Upon Terrr►~nation.

Licensee will take whatever action is necessary to assure that no use is made ofany part of the System at ar in connec#ion with the Hotel after the Lioe~~.ce '~'enuends. 1'fus will involve, a~nang other ~l~iugs, returning Lo Licensor die Manual andall other materials proprietary to T~icensor, ceasing tl~e use of any of Licensorstrade-marks, physical clyan~es of distinctive System featares of the Hotel,rncludin~ rex~~oval of the primary faeestandin~ sign down to the structural steel,and all otk~er actions required to preclude any possibility of confusion on the partof the public Land to ensure that the Y-~oYel is na longer usi~~ all ox~ a~1y part of theSystem or. otherwise holding itself out to t1~.e public as a T~oliday I~~x1 or HolidayIrui ~cpress hotel, Anything not done by Licensee in this regard within 30 daysafter termination, inay be done at Licensee's expense by Licensor or its agentswho may e~iter upon the prei~lises of tk~e I-Iatel for that purpose.

F. Payment of Y.,iquidated Damages.

If tl~e Licence term .hates pGrsuaxat to par.~~r~pl , ~ 2.0 or t'2,L~ alaov~, Lia~nsee willprompt3y ply ~icci~,soc (as lic~vidated daii~a~,es for the prei7~ature ternzix~ati.a~a: only,represexiting a ~enuii~e pre-estinnate of the damages suffered by the Licensor, andnot as a penalty nor as damages for breaching the Licence nor in lieu of any otherpayment) a lcunp sum equal to tl~e total amounts required under pa~•agraph 3.0 {1),(3) and {4) during the 36 calendar months of operation preceding the terminationox such shorter period as equals the unexpired Licence Texm at the time of thetermination; ar ifthe Hotel has not been in operaiian in the System for 36 months,the greater of:

(1) 36 tees the monthly average of such amaui~ts for the period during wkuch theHotel has beery in operation in the System, or

{2) 36 times such amow~ts as are due for the one month preceding such termination.

13. relationship Of Parties.

A. No Agency Relationship.

Licensee is an independent contractor. Neither party is the legal representativenor agent af, or leas the power to obligate (ar has the right to di~~ect or supervise

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llie daz~~r af~'ans .t~~} t~C rithei t'or :any put~tjos~ wl~afscie'vei: 'C;c~i~st~r ~i3tI 1,,~.c~~s~~.exj~resst~ ~cka~owteci~~ that 1lYc. relat azY~l~~~y a~:en+~~d' 1iy. tl~eni ~s' ~~: b~.~siiiessr~~atiq~sh p t~ase~:;ei~tit~ely ~~~ aia~l circcitiiscr~li~c{;,tay iize. express ~c~~+isiaxis t~ffili sLicence and that na trust, partnership, joint venture, agency, fiducia~•y orenlp~oyinent relationship is intended or caeated by reason of this licence.

B. Licensee's Notices to Public Concerning Independent Status.

licensee •wilt fare such steps as a~~e ~iecessr~y d such ~te~s as Licen sor mayfrax~ ti~n~. ~10 ta~7~e xeasonabty request to ~rti~iuii the chancy oi' a Giaim beingmade against Licensor for anything that occurs at the I~otel or for acts, o~nissiotiso~• obligations of Licensee or ~uiyone associated or affiliated with Licensee or theHotel. Such steps inay, fay example, include giving ~~otice i» guest raesr~xs;_publiorooms and advertisements and ~n business ~orzns ax►d stationery, ot• ol~iet• printedesr el~ctroz~ic ri~it~t'ial, z~aki ~g clear ro the pubi'ie lz~t ~:~censox is: not tt~e"owner ox~aperti~tnr of til?e .1;3otel akYd rs rii ti ~cctiutit~t~le .fc~x~ r~iha happ~~~s at the I~~at 1,'tJs~~ess:requir~ct ~y }~w, l:> censee. v~ill not use l,icetasor's nain~, the Marks or aayother trademarks, service marks o~ other intetleci~ual property ov~+ned or llceilsedby Licensor or a~~y of its affiliates, ar any simitar word isz its corporate,partnership or business or trade name, axar authorize or peri~~st suoh use byanyone else. Licensee will not use Licea~sor's na►ne, the Marks or any othertrademarks, service marks or other inteliccivaf properly owned oe licensed byLicensor or sny of its affiliates to incur any obligation or indebted~~ess on behalfof Licensor.

Licensee shall not register Licensor°s name, tl~e Marks or any other trademarks,service marks ar other intellectual propexty owned ar 1[ce~~sed by Licensor• or anyoff its affiliates as part of any Internet domain name or Unifozm Resource Locator(t7IZL.~, aaael nay ~~ot ~i splay d~~ t~s~ y of the Mati~ts ar other i:titel~~~tu~l ~~opertyr giats related to t1'~ Syst~na i~a cox~t~ectian with.a~?y web site. I.re~~~s~e sli~t'I;notprc~~zote, main"Minx imp enlea~.t or' b~ r~sporis ble fon a~7y t~tet~ bite y"t~'cani~c~ti~n~►+~tli t1~~ Hatel r~~~lau~ tl~e p~~i~~• iu►~tte►~, approval of ~,ic~x~sar, and i~' ~~~x°oV~d byLicensor, any such weU sate shall eart~ply with all ~~' Tac~ixsnr's wcl~ siterequirements as set forth in the Manual or otherwise.

14. M3scellaneaus.

A. Severabiliiy and Interpretation.

The remedies provided in this Licence axe not .exclusive. In the event anyp~t~vision of xhis T~ieence is held to .be us~~n~'t~rG i~, v~~d oi~ ~otdab~e; as being:eai~t.~~xy to the law ar public golioy ~f a~zy ;juris~iietic~n ~a~t kled tai .cacerciseauthority ~iereunder, atl remaining ~rovxsiaz~s slt~tl tri~v~~~fi~i~ss ~antinue in fi~ilfoiee anti; ~f~Eeci, unless del~Cio~t; ~f the:., provisic~t~(s) deerri~d u~zen~trxC~.abl~, voidor voidable zzx►pairs the ~+risideratiola for t~Z s Licence- in a m~n~~r whichfrustrates the purpose of the parties or makes parforma►sce commerciallyimpracticable. In the event and provision of this Licence requires interpretation,such interpretation shall be based oi~ the reasonable intention. of the parties in thecontext of this transaction without interpreting any provision in favour of, or

25 CAN2008

against, any party he~•eto by reason of the draCtsma~Yslii~ of the pa~•ty or itsposition relative to tl~e other parry,

B. Binding Effect.

This Licea~ee shall becQ~ne valid when executed and aeeepied by Licensor. It slial!be gnVecnEd At1t~. CO~Strti~(~. ~iiidEs a~~d ui ~coz~dazrce. ~itlt, 1~te. .lavis o~ tie.pro~vit~c~ iii whiel~. tIY~ ~Iat~T is li~c~t~d acid the lbws of Ca~rada ~p~licable ~Taexein,.t~~ entering into tk~is Licence, ~.ieense~; acki awled ~s tt~~it it .ha;. soti~hC,voluzitarily accepted and' become associated with Licensor, who is headquarteredin Atlanta, Georgia. Notwithstanding the above choice of taw designation, anysuits concerning dais Licence may be {but are nit required to be) filed in the Stateof Georgia. Nothing ia~ this Licence restricts or is intended to restrict veR~ue to aforum outside the province iun which the T~{otel is located with respect to a claimothe►v✓ise enforceable wider app~icabie f~~anclzise !eg'sslatian.

C. ~xelusive Benefit.

This Licence is exo(usively for tie be~~efit of the parties hereto, mid it may natgive rise to liability to a third party. No a~;reernent between Licensor acid a~~yoneelse is fox• the benef t of T.icensee.

D. entire Agreement.

7"lir'.~ is the entire agreement betweeza the pax~tres :pettaiaaiizg to the licensing of ll~eNotei and supersedes all prev~aict~ negatt~t~o~s ~i~ci ~greecnents ~~t~reen the~Sarties ~Se~tai~i~~, to the licensing of ttie I Patel ~s a I~c~,i day lnn ~r ~IUl~cfay :~i~ia~,~;press brand group hotel, as speei~ied itx this ~.iC~nce:. ~~a:e~t ~~ ~rovkd~~i iii ibisAgreement, there are nn conditions, represeiitafigzts,, ~ya~~anf~s, ut~c~ertakn~s;premises, indeicenzcnts or agt~eements wk~ether direct, indirect, collateral, e~tpressor ianpiied made by Licensor to Licensee. No change in this Licence will be validunless in writing sighed by both parties. No failure to require strict performanceor to exeresse any right or remedy hereunder wiSl preclude requiring strictperformance ar exercising any right ox re~ned~ in the future.

E. Licensor Withholding Consent.

Lzcenso~'s consent, whenever required, may be withheld ~:(' any breach byLicensee exists under this Licence, Appxavals and eansents by Licer►sor will notbe effective unless evidenced by a writing duly executed on behalf of Licensor.

F. i~atices.

Notices wild be effective hereunder when and only when they are reduced towriting and delivered personally or mailed by Federal express or comparableovernight or express delivery service, by daeumented facsimile tranamissian ar bycertified or reg"sst~re~ mail to the a~prapr~ate`~aL~y at its adcess, l~er~n~ft~r se#Forth, or to suat~ ~a~rson and at such. address AS tn~~ st~bsequcntiy be tl~szgn~te~ byone party to the a#her.

26 CAN2008

Licensor: Haliday Hosuitaiity T'ranchisii~~, Inc.Three Raviiiia Drive, Suite 100Atianta, Georgia 34346Attr►: Vice Pcesiderrt, Franokuse Administration

Lice»see: Bliupinder Sandhu27~ Dundas Street EastTi~entan, ON K8V 1 M2

G. Authority.

~,icensee a•epresents ai7~1 warrants to Licen~o~ ~[ia~ the ett 'hies ~ri~i ~xscins sx~i ~ :gthis Gicenee oii li~~~1f of Licensee a~•e club autttoz'iz~t~ to tlij: so raid is .ridLicensee to enter into end perf~rra this Licet~~e. `GiC~~~s~ ~'urt~r~r ~~e}~cc:se~is ~~idwarra~its to Licensor thai T~iceusee axed the entities and persons si~c~ing thisLicence on beltal~' of Licensee have obtained ail necessary approvals acid that thei~~execution, delivary and perfori~~anee of ibis Licence will ».ot violate, create adefault under or breach any charter, bylaws, ag►•eement or otl~e~ contract, ]iceuce,pe~'mit, order or decree to whiel~ tlx~~ are a party or to which they are subject or fiowli~C~r tl~e Hotel is subject. if L censee has not already done so prior to theexecution of this Licence, Licensee agrees to submit to Lice~~sor by the datespecified by Licensor alt of the r3ocurnezts and ~ia~orii~atigi~ that Liee~isar rcquiz~cdor requested i» the licence appl ca2ioiY ~atd i t ~on~xection worth tlxe l:i~eus n~;~xt~~e~, Lieen~ee ackzzrr~;letiges that its breach of ;t~~e .represerit:atioxis and~uarr~uitses ~a Ot is par~~~ra~h, its £allure to canzply with Licensor's requirementsfor the submission of informaeion and documents, or at~sy onnission oxmisrepz~eseiltation of any material fact in tl3e i~foe nali~ii n~ documents sutisi fittedto ~ice~isoX~ in can~ae~i3on wft~a fhe licence applia~t az~ aru~Jcrx' the licensing E3racesswill constitute a breach of Licensee's obligations under this Lioence.

H. General Release and Covenant Nat Yo Sue.

Licensee and its respective heirs, represeneatives, successors and assigns, herebyrelease, remise and forever disc}xarge Licensor and its parents, subsidiaries a~ld~liates a~~d their directo~•s, employees, agents, successors and assigns fl~om anyand all claims, whether known or unknown, of any kind car nature, absolute orca~~ ingent, if atay tl~ere,l~e, at haw.. or in ~.quity, front the: begrnnzn~ o~dine to and9ij~Iudin~ > the date of-L e~nsc~r`s;ex~cuti~ ~ of t~sis Licence, and Iii nse~ and itsrespective heizs, representatives, successors and assigns do hereby covenant andagree that they wiU not institute aaiy suit or action at lsw or atharwise againstLicensor, directly or iiadrrectly relating to any claim re~easeci hereby by Licensee.This release aa~d covenant not to sue shalt survive the expiration ox termination ofthis Licence. Licensee skull take whatever steps are necessary or appropriate tocai~•y cut the terms offliis release and covenant not to sue upon Llcensor's request.

27 CAN2008

I: Pexforn~xnee of the Wurk

Liecnse~ agrees to perform the construetioi~ acid renovation wor~C i2~cludin~,wi~l~aut tizniiation, the purchase of Furnit~ire, fixtuees and equipment set forth. onAttachnnen~ B atkAched hereto aad incorporated 1~excin by reference ("tlie Work"}.Licensee acknowledges it~at its agreement to peri'orm the 'Work is an esseirtialelement of the consideration relied upon by I icensoa• zit enterui~ into the Licencea~~d agrees that, Licensee ►nay be authorized, in Licensor's discretion, to ase tl~e5~?s4.~f~t at the Hotel prig to cori~I l~f oia Qf.tl~e V,(c~~~k ~~~:1y ~vri~~g ;su~li tsni~ aqLicensee is actively m~etiiig its ~~rfvr►nance al~li ial~s`t~ f~tl can~lyiiancc~ w~{~the requirements of paragraph 15 of this ~.ic~nr;~. ~i.cG[a~~~'s f~ilur~ to :per~o~•:t~the Workin accordaiic~.with T:;ic~~~sor's requ~r4zue~u's ~ncl speciiira~icin~ includingtha pc•o~ress; ~nilestr~n~, c.~nxpt~tian atyd ot~it~• d~~es specified in par~~taph l 5 ofthis ~.icence shall cvttstitute a breach of Licensee's abligatzans under the Licence.

In the event Licensor terminates this Licence due to Lioensee's breach of a~ay ofits abligatians under the Licence p~•ior tv the bane that Licensee is authori7.ed touse the System at the I~iotel, Licensee shall pay tl~e Licensor (as liquidateddamages, represent€ng a genuine pt~e-estimake of tl~e damages suffered b~ CheLicensor, for tlic premature termination only, and not as a penalty nor as damagesfor breaching the Iicence nor iti lieu of any n~1a4r p~yme~~t};. a [u~np su~~~, cyr~at to 2'/z tines tine full amount of Application fees that v~Tt~utd b'~ due acid owing :for theHotel, based upon the proposed number of rooms for the Hotel or the minir»uniapplication fee ree~u red (wliiehever is applicable), and irrespective of whetherfees lave been paid fr~r tlae F[c tel.

J. ~teimba~rsement of Ex~e~nses.

Licensee agrees to pay Licensor all expenses, including x~easanable legal fees (oiYa solicitor sand its awn client basis} and court costs, incuxred by Liee~~sor, itsparents, subsidiaries, a',~tlia~s;, az~d tie r successors and ass g~i~, to ren~i~dy anydefaults of or enforce ~ny~ :~~'rghts under the Licence, effect ~ern~i~t~tipn: of theT~iaence ar collect any amounts due under the Licence.

K. T3usiness Jaclgmen~

T.:icensQr and Licensee. i~ccig~i ze ar~d agree, axed :any m~eI a~nr or jt~d~;e isaf~~r~~tvely ad~vsedt tlaat:c.~rt~it~ provas~ions of t~~ Licence dese~abe the right ofLicensor to take (or xefiain from taking} certain actions in the exetoise of itsbusiness judgment as to the long-term overall interests of the SysCem, and/or uponits detenninatian that the change was adopted in good faith and i.s consistent withthe ]axis-term esuera~l interests of fhe'System. Where such juti~xtaetat~ has be~zaEXC. C2S~t~ b~ LtG~I3S0i', ii~icl~er• a m~d'aatar, nor a j.iudge, riot any trig cif fact, s1~~11subseEtute his, her ar their judgment for the judgment so exercised by T.c~nsor.

L. Descriptive Headings.

The descriptive headings in this Licence are for convenience only and shawl notcontrol or affect the meaning or constt~uction of any provision in this Licence.

28 CAN2408

M. Cs~pitat Reserve.

I.icei~sor n ay establish capital reserve cequix~ti~.ents on Licensee ("Reserve") ina~~ amount not in excess of 6% of Grnss Rooms Revenue annually to be used forcapital expenditures and up~radi~ig of the Hotel ineJuti'sng renovation of guestrooms, guest rooan corridors and other public spaces anrt replacement of furniture,fixtures and equipment. Lice~zsor shall dive Licensee no less than ninety {90}days notice of any such Reserve requirernei~ts as tl~e seine may be established orchanged by Licensox fronn tinge to tine, and in such event, Licensee shallestablish an escrow reserve account funded monthly in a bank selected byLicensee. Licensee shall z~iake expenditures frnrn such account for the purposestiereinbefo~•e specified in aceorda~~ce with Licensor's requirements. Licenseeacknowledges that the Reserve xx►ay not be sufficiezit to maintain the ITotel as afirst class facility in accordance with I.iceiisor's standards and Licensee shallpzomp#ly provide any necessary addi#~anal funds to meet Licensor's productaua~ity and consumer quality requixemeuts.

N'. Terrorism.

Licensee represents, warrants and covenants that neither it nor any ec~.tity orindividual having a direct or indirect ownership interest in it ~~or any of Licensee'saFf Bates iior any officer, director, employee; member, partner or shareholder ofaii~ of the foregai~ig, leas, does ar will (x) support ax supported ten•orism; (is)provide or provided inouey or financial services to terrorists; (iii) engage orengaged in terrorism; (iv) appear o~ appeared on the United States government listof arganizati~ns that suppo~~t terrorism; and (v) engage ax engaged in or be orbeen convicted of fraud, cor~~uptioi~, bribery, money laundering, narcoticstrafficking ar other crimes. ~,icensee further warrants and represents that all ofthe foregoing individuals are eligible under applicable United States xn~rnigrationlaws to travel to xhe United States for traixiing or any ether purpose,

U, Currency and 'Withholding Taxes:

(1) All payments that Licensee is required to pay under this Licence shall be trade inU.S, cur~•ency (calculated at the formal foreign exchange r~~ existing at t1i~' firstday of each ~nanth for which payments are due). Conversion shall be based onthe closing telegraphic rate at which Canadian currency can be converted toUnited States dollars prevailing at an authorized foreign exchange bank in Canadaas may be designated from time to time by Licensor. Without limiting airy otherright or recourse which Licenser nyay have ~uxsuant to the provisions of thisLicence, if any payment is made after the due date and the applicable exchangerate in s£fect on the due date varies from the gate in effect ati the dafe of aciuslpayment, the exchange rate most favourable (between that on the duc date andthat on lire date of actual payment) to Licei~sar shall be used in oaiculatiny theamount of. payment to be made by Licensee.

(2) Paragraph 3.C{] ){ fl of the Licence shall also apply to withholding taxes, such. thatLicensee will also pay to Licensor an amount ec~uat to any withholding tax orsimilar ta~c imposed an T,icensor and calculated solely on payments required

29 CAN2Q08

hereunder, unless the tax is an optionat alternative t~ an income tax otherwisepayable by Licensor.

(3) Tit the event airy amounts payable by T,icensee to Liee~~sor hereuttdet• are subjectto withholding ox other taxes that Licensee is rec~aired to deduct from suchp~tyx~aeiits; T~ie~i~see shall prom}~tl~ del~:~r t~s I~ce~~sc~~ recei~s: or t~Yli~r ~vit~tr~e#'ro.~~ applicable ~over~u~~enta~ auih~i.tties':far all ~ucCi taxes waitlxlield ar paid endshowing that III taxes were witliheid ~~~d ,paid ~~~o~erl~ 'in cony l ~x~oe w~~t~applicable taxation statutes, acid Licezisee, s~xalt;~'ulty ~u~C ~ro~~ptly aoo;~ae.~ate w;itiiLicensor to ~rovido such information and records as LicensvK may request incai~uectioiY with airy application by Liceiasor to any taxing aafitority with respectto tax credits or refunds available for any withholding or other faxes paid byLicensee.

P. Privacy Legislation

Licensee sha~il operate the I-Iotel in campliatxce with al] appficabte federal andprovincial privacy ]eg slation.at~d, in particular, sl~~lt ensuae:.that' ill necessaryconsents have been al t~tiiyed f'i'U~~~ LiCense~'s custoz~iers and otl2er indivrdti~lswiili whom Licensee rs dealing in connection with the I-Iatel in order to collect,use or disclose personal information (as defined in such legislation) for its ownpurposes, ox to transfer ar disclose such personal in~ormaiio~i to T,icensor or itsaffiliates (as defined in the CaYiadian Business Corporations Act).

15. Holiday inn Express Brand Group New Development Provisions.

A. This ~,icence constitutes a licence to operate a Holiday Itin ~c,press Motel &Surtes ba•and hotel as a new development,

B. The percentage o£Crross Rooms Revenue that Liceztsee wi11 pay to Licensor as theServices Contribution, as referenced u~ paragraph 3 above, 9s ~%.

{t) Licensee acknowledges that the IIoliday tiu~ Express ax T~oliday InnExpress Hotel &Suites brand licensed herein, as presently constituted,includes service b arks, axxark~t rag activities ~ixd merchant~as ri~ practiceswhich are d~sz cd to em~ihas ze a "pricefvaiue" or~eniaticrn to theconsuming public as an essential feature o~ the brand. Licensee agrees, t~tl~~ ~uliest extent permitted by applicable laz~v,, that it wzll utilize t ie rightslicensed hereunder in a mannar which coi~~'orms to ~tlYafi oi7e~tatian:; andLicensee acknowledges that Licensor n1ay exercise all rights regardingsuch matters as may at arsytinte be p~i7nitier3 under appli~~b~~ ia~tu.Licensor aa~ Licensee agr~c~ tlaai. a; deterrnnation as to whether ~p~ra~ionsai~e consistent with the price/value orientatioxa will be based on reports ofconsumer ruction and ~~rception x~~ezved by Lic~ns~r and, in tt ~ eventsu~~, re~o►rts reflect operations which axe not consiste~t~vt~i a priceJvalueorientation, Licensee will take appropria#e steps in respond to suchconsumer reaction.

3 p CAN2008

(2) I,ice~asee will pariici~ate in aJl specific T-ioliday lmt express ar I~olidayIun ~~~ress I-Totel & Sui#es marketing prograAns and in alt Holiday Iunmarket »g programs appropriate to Holiday Izm Expi'8SS 01' F~YOJ1(~c1~ ~kI11Express Hotels &Suites as desi~;ria~ed by I,ice~~~r~ subjecfi ire all cases toapplicAble Iaw. Tlae Services ~~ntribution ~~id by [.ice~isee will beavailable far ail I~oliday lnn and Holiday lnn Express or ~~otiday Tnnexpress Hotels &Suites marketing pirograms, including those programswhich nay t~ subject to Licensee pai~ici~ation.

(C) The following terns apply to this Licence because the Hotel is a newdevelopment.

(1} Liccnse~- acktYowt~dges khat its ~~'eetxlent to ,p~.~~£or x~. aid co~n~lete: iTre1'~ark; tizat is ~a~~rc. particularly descri6~d in para~rap 14.I is an -~ss~~Xtal.etem~x~t of Ilse co~~:sxdex~t oyx ~:~tretl' r~p~i~ by ~i~~ isor xi e~iteri~ig i~ato tlyeS.iee~~~e ai~~ a~r4~s that; noi~ritlistand a~g a.~~y ot~~~s~ ;pi~avisivi~ o~ ~t7r~~:<icezxce; T,3censei: i~~a~r b~ aut~~ar zed ~a use the :syste~~~, pit tlxo 1'J:ate1 ~r~~xis coi~~~letiot~ of die 'S►Jork. ortlj~ duriti~~, such time as ~,icensee is:;aciively;zne~tii~~„ its perforn~~nce cibligat~ons in foil compliance ter #I~ therequirements ofparagraph 14.I and paragraph 15.C(3).

Tn the event T.icexisor terminates t1~is Licence due to Licensee's breach ofany of its obligations under the Lioeiace prior to the time that Licensee isauthorized to use t1~e Syseem aC the Hotel, Licensee shall,pay to Licensor{as. lit~u~dated ~aiii~ges fr+r ire ~renr~ture t~rrriin~tit n oz~lp, b~i~g i~enuane.px-~-cstimatte of ti e dazna~es su~F~er~d ~~ ~lte Li'c;~a~sor.; ~~ ~ i~ot asa`j~~z~alt~ rzar as i~am~ges for"~r~ac3ti»~, tl~~ liceiace:nar iri.5~~~ cif any ath.er~Sayi~a~cit):, ~ t ertitp Bursa ~.nuat to 2 tl~ ti~~ees floe full ~rnctiui~t o~ thea}~plxcati~ciri Sees ti~at would be;due and awing. f'u~~ the Hotel, based on:tl epr~pas~ nu ter o~ xonzns far the i°~otel or tie ~niiyinaurn ~~plicat~on ~~~tec~ui~~d (~v~tizche~ver ~s. ap~l r,~b~e}'and it espective.o~r4kustlier, isx. fact airyappticaticsi;~ fees lia~we b~e~ paid car ~sx~~sez~ fdi~ the: T~oil~l.

(2} Licensee shalt noti znt~cnee its operation of the System at the Hotelunless and ut~iil it:i~cceives ~:,xcen~or's written authorization to do so.

(3) On ox be~~Fe S~pteanber 2, 2009, Licensee shall submit preliminary plans.On or ti~fc~~~ :,lleceri~~cr 2, 2(509, Licensee shall submit gnat plus,spe~r.~ications aS~(1. d~'Wi~gs :fOx t~i~ ~'OtEI, ir~~ludii~~, its prt~pose~~ipmestC, furnishing, fad tttx~s ~s~ sr~ri~.vvith such det'ait end cr~,~taa»ing;such infornaafioi~ as Licensor may zeeygiaest :(collcc~iv~]y 4l~la~is"}. 'I'!~Plans as submitted to Licensor s~~al~ confornn t~ then ~ ricw~tl ;gig Syst~z~~standards, iiieludxng the construction standards set forth in the Manual.Construction shall not begin unless and until T.icei~sor leas approved thePlans. Thereafter, no change shall be made to the Plans without theadvance consent of Licensor. Notwithstanding the foregoing, after tl~ePlans have been appKoved, if in the course o~ actual construction any~taang~ in the P.ku~s occurs, ~.icensee shag nptify Licensor promptly.I,, censee shall cause the Hotel to be ec~nstructeel according to the Plans

31 CAN2008

appz~oved by Licensor•, and Licensor sI1a11 determine whether coi~usu~uationhas been eorupleted in acc:orda~~ce with the Plans.

Constx•~ictinn of the Hotel shall conin~e~zce o~z or before ApriM 2, 2010.Commencement of construction shall mean excavation and pouredfootings with a finished building slab. Once tl~e consf~uction hascanuuenced, it shall continue uninterrupted (exc~~t for inte~~►~uption byreason of events eonstitudng force rnajeure) u«tit cniistruetion iscompleted. Notwit~~sta►~ding the occurrence of any evea~ts constitutingfarce majeure, or a~~y other cause, consriuctian shall be completed and the

~k~lotel sha11 be furnished, equipped and skaall otherwise be made ready toopen for busSness iiz accordance with the Licence not later tJxan Aprii 2,2011.

~xteiision requests for commencement of construction of a newdevelopr~lei~t hotel braid may be considered an a basis of moistlslyincreu~ents up to a six-month period for any one extension. Requests far asix month extensiaix must be accainpai~ied by a sum equal io '/z of theamou~~t oi'the ilten curreizt standard minimuix~ of application fees based onthe J~roposed number of rooms for Che Hotel, and ixxespactive of whether,ia~. Fact, a~iy application fees have been paid or assessed for tl~e Hotet.Requests for less thaia six n~oi~ths must 'be accompanied by a sum that willbe calculated in aocorda~ice with the preceding sentence, then proratedaccorduig tx~ the period of time requested. Approval of extension requestsis not automatic. The L' icensee wilS be responsible for any expenses whichynay be incurred by Licensor in tl~e processing of an extension regLiest,

If an extension request is approved and construction is comrzaenced withinthe extension period, the extension fee paid will Ue refunded, withoutinterest, less the expenses incurred in processing the extension request. ifconstruction does not commence within. the extension period, Licensormay refund or retai~~► the extension fey at its sale dzsczetioa~.

Thy Hotel sitaJl not be opened for business as the brand of hotel identifiedin paragraph 1 S.A above unless and until;

(a) ,L.icensc~r has approved and acce~tecl, in advance, in ~vr`itn~; {i) theconstruction of the HoteE in 1 ox~ance with the l,'lans: and theLicei3sor's rec~~iremer~ts ~ii~ floe instatlaian of alf i#ems: o'~ec~~rp~ent,; furnrare, s~,ms, c~inpirti~~ ~~t~t~iit~Js ~'nd ~~at~dsupplies :and ottae~ items ~t~d.'{iii) the.~faffing.:arzd tt~ining o~ suc~ista~E a~ecessary? tc. aerate t ie T~'rrt~X i» :accc~r~a.~~e. with .T,ic~t~~ar'.arequire~nex~.ts;

{b) no accounts are past due to Licensor, its parent, divisions,subsidiaries o~• a~lia#ed companies by Licensee;

(c) Licensee is in full caznpliance with all of the terms of this Licence.

32 C~N2008

1

Notwithstanding anything else herein to tuc contrary, Licensor racy aufhorizcLicensee to open and operate the Hotel as the brand of hotel identif~cd in pa►•agraph 15,Aabove even though Licensee has not fully comptfed with the terms of tUis Licence, providedthat Licensee agrees to fu1~11 alf remaining terms at this Licence on or before the datesdesignated by Licensor.

Y6, Special StRpulations

A. bite +~ontrat.

Lieez~see expressly undexst~ids xnd agrees that control of the Location byT~ieensee is a condition precedent to the granting ofihe 9icense aitd fhe final xati~cation ofthis ~.icense by Licensor. Accordingly, the license is granted and this License ig providedonly an a conditional basis, subject to Licensor's receipt of satisfactory evidence ofLicensee's oontrol of the I.,ocation in accordance witlx the provisions of this paragraph.U►~less Licensor receives and Licensee delivers a copy of the recorded deed or otherdacu►nentary evidence satisfactory to T.iceiisor that Licensee has fee simple title to theLocation or an executed lease of the Location for dte teen of the License withi~~ ninety{90) days from the Teim~ Cornruencemenl; Fate, ~ic~nsox shall have the right to terminatethe License by written notice to Licensee. Such right shat! expit~e upon Licensor's receiptand acceptalzce of ~ capy off' tl~e fully executed lease yr recorded deed showing suchleasehold is~,tea~est o~ fee simple title its Licer►ses.

B. M~'ta~~emettt ~1esi~naiian.

Notwithstanding Paragraph 1 U.~. of this License, the Hotel shall at all timesbe operated by air acceptable General Manager. Licensor must not have ai~.y objections toany proposed General Manager and any contract with respect to the operation of theHotel, and such. General Manager's policies and procedures must comply with Lieensor'sbrand standards. The management of the Hotel by a~i aocepiable General Managershould be continuous and uninterrupted during the term o~the ~.icense. Licensee shall bein dE£aulf under this paragraph if any of the precedia~g conditions a~~e not met.Notwithstanding that the Gea~eral Manager r~~ust be acceptable to Licensor, Licenseeacknowledges and agrees that it is solely responsible for the selection, conduc# andperformance of the management of the Hotel and Licensor has na responsibility orobligation in coiuiection with such selection, conduct or perfarmanae. ~~x the eventLicensor issues a Notice of pefault and Termination under this Special Stipulation,Lioensor agrees to give Licensee a sixty (bU) day cure period in which Licensee mustreplace the Gener~t Manager with a Grenera] Manager acceptable to Licensor.

C. Cliai~~~of'+C1v+?~t~rsl~in`Itielits.

Notwithstanding Paragraph Ib, if Licenses is not then in default undex thisLicense, a ~Zew license agreement znay be issued to a new applicant in which BhupinderSandhu, mai.~taiz~s at least a 50% equity intexest upon (i) Licensee's written request, (ii} t}aeapplicant's submission of a completed application au Licensor's then current form, {ui) the~pplicai~t's.~aii~icatior7:u~der T:,Xcey~n~`s iizen cu~ lnt stt~t~aris fnr n~'~ li~e~sees, and (i~)I:~e~sax's a~ipt'oval, tc~ b~ g~iiterfi Qr witliheld'in its d►sc~~eon of the ap~lcatc~n it~cluditig,

33 CAN2008

wit~c~t~t lin~it~t c~~~, ~~~a kit viability, w tt~uut payt~e~at rat' tlic ti~ei~ cut~ee~~t a~>~lication f'~~~i•.ovidet~ t11e`~vr tte~z i~equ~st and fifty conl~l~ted ~~a~Iicn#. are is. 'c ~eivec~ ~y<.A~~ri12, 201 . l:the writte3i irc~uest o~ the fully complefied application is received after such Apri12, 2010,then anon-refundable processing charge oF$5,400 wilt,be charged. Cf the new applioaui isa limited ~arh~ersl~ip, Licensee must be ~ gea~erai par~ier of taus limified pa~~tnersl~ip.Licensor nay require the execution of its then curre~at' staudat~d ~'oKin of license agreement,which a~reeu~ent shall have a term equal to tl~e remainriig balance of the original term ofthis License, a laew o~~ supplennental guarantee a~reeinent and related agreements 6y theapplicant a~tid its p~titicipals, payrnenfi of all System Fees and other amounts due under thisLicense, payment of other amounts tkien owed Licensor; Sia Continents Motets, lnc. acidtl~eit~ affiliated compazties by Licensee, tl~e applicant, rn their respective affiliates andpr nci~uls, ~asaa~~ble r~xovatio» acid upgrading; vCtl~~ Patel to ~~stezas siart~a~ds:a~a~lir.~bleto entering coax"vei~sian }i~tels at that eixne, anc~ cae~~~t"r~nx~ cs ~eneeai ref ses by ~ic~»s~e a4~deach of its principals as ctinditions pz~ecedent Vin: the execu ~o~x :af t1~e, Clzax~~e of Owt~ts~ipLicense Agreeme~~t. Under no circumstances shall ax~y such Change of Owuerslup lave theeffect of releasing Licetasee from its obligations hereundee or reaeasing the liability of anyguarantor of Lice~~see's obliga6ans, arising or accruing prior to, or in respect of eventsoccu~~ring prior ta, the execution of the Cliai~ge of Ownership License Agreement with thenew applicant,

(Si~uatwes an tl~e following page.)

34 C.AN2008

f

1i

S

IN WITNESS WHEREOF, the parties have e:rec~uted this Licence, as o~'the date first statedabove. '

~~)

r"I3y , ".

~l~~ttpi~id ~' ~ 7xdltu:Taidiv~fu

Witness:. ,~ .~~ -_-- --~~

Liconsor;

HQLIDAY FIOSNITALYTY ~'RATV'CH~S~NG, I1~iC~C. ,

By:e icy Ted ~ ~~

itic I'z~:si i~x~t~ctaise Adrniuistrat~an

Atte~tt~,~s~x~t~~at Seca• ary ~ ~.

3 5 ~CAN2408

GIJARANTFC

r~~ 7n ixxdtitc~~tYent t ~~o1ii~~~ lvlospicalit~ bra:;cl~isiia~; ~nr~ ("L:~~ea~sa~~",) t~+ ~xeo~it~ tl~~ L.{ce~ee..~~iee~n~itt ~~~~d.,~~,~'~,{ ,-,~-~~t.;,~~.. hexween L~ccri~i and Bhu~tylder Sa~~dl~a,itttliviauatIy (`~.ic~risee"}t far i1~e 1-Iol~day tni~ ~pr~ss~ Iic>te1 anc~, Suxte.~ br~tidec~ bates incat~tlat ~ntersEciion cif'Plaae U'.C3r~~eans D~~iv~>.a~~~l. Ceff►truna 13a~it~~>ard, C}t~le~~s,.~N, ("~.ieence"}; diet~~~t~er~~' 1ecl ~san7eti~i~~s. ~~~er~~d tc~ tas i~~ "~cjaaaxYi~a'~s)"), ,~~~ntty at~d sev~~•a11y; }ie~eby.i~ncoi~.di[it uall~f ~varrai~i. to T;~cen~nr aid its sucr.~sso7~s ~~~~j assigias t1i~t; a~I o~ ~>icensee's~•epresentati~r~ irx t3ie licence a~~d tl~e ap~atio~t. air sut~~izi€t~d by [,iceiisce to obtain ~~~e Li inca~ tt~u~; =~~d ~uara~~t~ee tk~at att of ~.ic~~~see'~ ~b~r~,a~ c~~ts under the at~nve: ~ aeE~ce, i~~cludiXi~ aaivait~~nd~ri~nis tl~eret~u ~l~~ziev~r n1a~e (~1~ h~reat~er xeferr~c~ to eollec~i~ely ~s .11 e "~;iec~i~:e"~, r~vil~be punctually laid and performed.

lJ~z~ ~tci'arr~k l?~ tki~ Lice~~.~ce:;aa~c~ rani: cc fres~n ~:icei "sor, she: ttndersi~ ~~d will itit~~e~ a~ely .Make~~c1~ ~a~~rn~~~►t nr~ct ~e~~fartn .e~c1r ~i~lg~tioat ~~.g~xi~cci. of ceusee wii~~r the ~icenc~e~, ~Jit3tt~iituff'~ctiiY~, tlaa c~iil ~ ~t~c~Y~~ c~~`th~ uncie~si~~~i~c~ u~~cl~r tl~i~ ~uzu~i~Cee, ~,ic~t sa~•~yiay wit~~o it;r~aticu totl~e uigdersi~~i~d'tx~entl, ti~odii'~+ ar a~eleas~ ~~ty indel~t~clziess or :a1~li~;ttts`c~n of ~:iceY~se~; or ~i~j~ q1x~ ~,u~r~~~to~~~~}, a~• sctticf ;~tCI~USt S?~ ~fY1~~~)rGTi'ltse ~tny CJ~rns W~~11)St L.iCltls Lrl' s~'i~t of 111

~ti~araixtor~s). °I"I~e ~~~~c~ersi~~~~d r~~ive;r~t~:tic~ ~a['a~nc~~~~~~xent c~f:tli~ I~ccrice ~~d ~otce.c~~'d~n~a~'~d~'or puy.rii~t7~: ~r ~~~~fnr~~Ay~~c liy Gicans~~, ~rratest; `~it~t~ce of ~rc~t~st ~~ti tYol~~~ of t~efaulc faguara~ato~~s c~x~ a~xy c~the~• ~i~t•ty vii. i~ ~esy~e~t rc~ ~1~~ abli~ zitioxts a#id a~~.y rti~rlxt:tly~it ~t~arantc~rs: mad3ta~c to t•~uire tk~.~~t axe .aciit~u ~e b~•ou~'ht ~~;ti east Licei~se~ car a'ny afhcr p~rst~a~ ~►~d any ~n ~ ~~Iother Latices axed te~;;~l car equifi~~al~ z~~~'en:ces to which. guarantors may be entitled.

C~pbzx rl ~ death of ~~s zndividuai gu~t'an~€~r, tkie. estate cif st►Lli guat~~tr~tt?r :~+ i11' be botaai~' by thisGixar~iit~c Cut arily fdr itefauils a~c~-alal~ations her~~ir~titir ~i~isia~ ~~ 41e tix~~ of d~nt~~, and theo1?C ~~t'i~r~s of the other :~uar~ntors will c~~~tic~ue in full fo►•ce and effect.

I"lets ~u~ra~it~e.,constitutes ~ bi~arant~~: of ~ayit~ea~t and perf`~,ria~at~e.e; a~ii~ ~icic ~sf collectir>ri.> andc:a~J~ ~~'tlae ~;uar~~aio.~s s,~~cifie,aly waives ~iay a~;1i~;~t'sc,s5:~~ Lice~~~or to prcr~ee~i ~~a~t~~t:Lic~x~5~.ea7~ ar~y ~ ~anev ar ~Zrap~rt~ field ~y ~.ic~i~~~e ter ley a«y i~tlkez ~er~o~ or ~nti~y ~~ calaateral secui~ity>~y wad t~~'set Qff car rrtl~~~~ur~s~: 'Z'be~ ut~elc~zsi~~~ecl ~iirtlier a~re~ that this Gti~r~~ytee sl~all.cc~iitiriu~;to tie u~7'ective ai- be re~~Ysf~teci; ~s t1Y~ cute .ri~~~~ 1~t , :if at ~~zy tial~e payrr~ezit of niay n~' tl~~..~uar~yi~t~ed. r~i~Ii~,~uoi~~ i~ r~sciatd~d, a' ir~i7st gt~lae~~i~ise ~ restored ar f~ett:r~~~ ~y Lceai~ar c3~ra~~tl~e;i~~sotvency,. ta~i~k~v~~icy or reorgan .;~tion o~:Licerise~.p►• ~n~ of the und~r~ ~,n~d; ~ll.:as tlioa~hsuch payment lead not been made.

't"l is. Gua ai~tt~~ :shall 1~G~~it~~e v~Iid as. of t ie. Term Camn3el~ceme~~t t~Ai~ off' tl~~ ~ iaenee. "~1~~u~xdcrsi~r~e~l a~rec tlxat dais G~#u~ar~tce and the c~bl'~~~i~xxs ~rov~dcd ~a~~`lier~:uridcr shall lie~p~rt rrttd key ac~ti cor~stra~t~ iii<~Ii r~sp~ct~ by the laW,s of :tlie ~rc~vit~ce in wliicl3 the I~te} > slncated grid t1i~ laws of C~ua~da a~spl c ante tltet`~ n, inc~udiz2~ ill rn~tt~rs of ~Qixstcuctio~~;, v~litl t3ei3~oreeabiliry a~ic~ ~erfor~nat~r~.e. ~`he u~i~iersi~ried ackr~p~ulez#~;~ lli~t they iaa ~e sciu~tat+~trltrtxtar 3.y acc~~t~d aiiel become asset; ~ted wviti~ ~ ieensar whp i:s .h~~~iqu~rtereti iii :~.tl~tlta;f~cai`~;ia. Natwi l.~st~i~d rr~; fate ~bcivc clYcii~~ ~f' l~~v ~iesi~iX~ii~it; as y ~~uit.s cc~nc~er~t~i~~g thisC uar~i7tc f; tray ~~. (but a~'e got ~•~qui~`cif to ~e~ ~iteci in il~e Sfat~ of Ge~ar~ia. ~It,i~ing ix~ thisGuarantee restricts e~• is ritexuied to restrick venue to ~ :fs~x~ctni: t~uCsid~ ttte pravirice i~ ~wlti~lt tti~.Hotel is located with respect to a claim otEierw~se enfo~~eabie uiarf~r .appTicabl~ fr~r~~tislegislatioiz,

3 G CAN2008

To tiie ex#ent permitted by law, the undersigned (i) waive Auy clan», defence or objection iii anyproceeding based on lack of perso~ial juz'isdietion, improper venue, farain non eonvenieas, or anysimila~~ basis; and (ii) expressly waive personal service of process a~~d consent to service leyceet~fied tyyail, postage prepaid, di~•ected Co the last ka~own add~•ess of il~.e undersigned, whichservice shall be deemed completed within ten (10) days aft~a• the date of inaitin~ thereof

The utadersigned agree to pay Licensa~• alt expenses, includit~~ re~so~lable legal fees (opt asolicitor azad its own client basis) and court costs, i~lcurced by Liee~isvr, its pare~lts, subsidiaries,affiliates, and their successors and assigns, to remedy atay defaults of o~• eilfoxce any rights underthis Guarantee or the Licence, effect iertnivation of this Guarantee or the ~,icence, or culled anyaz~.iouuts due under this Guarantee or the Licence.

IN W1TN~SS'WHEREOF, each o£the undersigned has sz~ned this Gua~~antee under Seal, as ofthe date of the above ~,iceizce.

Witnesses: Gua~•antars: ~.

C~~~ ~ r ~~~ilxu~a~x~~ica~ anciiau; legal si~~ature276 Dundas Street EastTrenton, ON KSV ]M2SSN: 722-476-421

37 CAN2008

A,TTA~HM~N'I' "A"

Facilities and Services (para~?raph l): N/A

Site-Area a~~d general description: 5 stony, interior cox•ridor

Fee owners (names and addresses): ~3hu~i~~de~• Sandhu276 Dundas Street EastTrenton, t7N K8V 1M2

Separate parcels for signs: N!A

Number of approved guest xoan~s (ineludinb suites): 96

Number of approved suites: 15

Restaurants and lounges (number, seating capaoity, names and description): N1A

Halidome indan~~ recreation center. N/A

Gifi shop: Yes

Other concessions and sho~as: NIA

Pa~•king facilities (number of spaces, description}: 14f1 surface spaces

Swimming pool: Indoor

Other facilities and services: Fitness Center; Banquet/Meeting Rnam

Ownership of Licensee (paragraph 10):

~HUr~[DER SANDHU l00%

34 CAN2008

38

SCHEDULE G

BIDDING PROCED~U~2ES

SEE ATTACHED

Execution Copy

STALKING HORSE BID, BID PROCEDURES AND BREAK FEE

Set forth below are the Terms and Conditions of Sale (the "Terms and Conditions of Sale") tobe employed with respect to the sale of the real property and related personal property (the"Purchased Assets") of 2177427 Ontario Limited (the "Company") as more particularlydefined in the Purchase Agreement or Stalking Horse Offer dated the 8~` day of May, 2017between the Receiver, as vendor (also referred to as, the "Vendor"), and Casa-Dea FinanceLimited, In. Trust for a cozporation to be incorporated, as purchaser (the "Purchaser" or"Stalling Horse Bidder") (collectively "Agreement," as defined herein). Any defined teensused in this Schedule B, denoted by initial capital letters, not otherwise expressly defined, shallhave the meaning given to such. term in the Agreement. It is expressly acknowledged and agreedthat notwithstanding any other provision herein, the stalking horse sales process shall occur inaccordance with this essential timetable and in the event of any conflict between the provisionsof this timetable and any other paroviszon of the Agreement, the provisions of this timetable setout in the immediately following chart shall govern to the extent necessary (and only to theextent necessary) to resolve the conflict:

Deadline fox submission of bids June 7, 2017 (5:00 PM Toronto time)

Bidders notified of Qualified Bidder status and No later than June 9, 2017 (1 PM TorontoReceiver's intention to proceed with Auction time} -provided that, in the event that there are

no Qualified Bidders, the Vendor and thePurchaser shall proceed to close the transactionsubject to obtaining a Vesting Order

Indication by Qualified Bidders of intention to June 12, 2017 (5:00 PM Toronto time)participate in Auction (if necessary)

Auction (if necessary) June 14, 2017(10:00 AM Toronto time)

Court motion to seek Vesting Order June 23, 2017 (or as soon as practicablethereafter)

Court motion to approve Accepted Bid (if an June 23, 2017 (subject to court availability)Auction is conducted)

Transaction close after completion of Auction As agreed by the parties, provided that suchProcess closing shall be no later than June 30, 2017

Marketing Process and Identifying Potential Bidders

Upon Court approval of the Agreement, the Receiver or Receiver's Broker willimmediately commence the following marketing process:

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(a) preparing an updated list of parties who axe considered to have the interest andresources to make a valid offer (the "List of Targets");

(b) preparing the marketing materials to be used by the Receiver's Broker including:(i) a virtual data room (the "Electronic Data Room"); (ii) an investment profile(the "Sales Teaser"); and (iii) a confidential information memorandum (the

~~CIM"}.

(c) sending the Sales Teaser to the List of Targets;

(d) providing the CIM and access to the Electronic Data Room to Qualified PotentialBidders (as defined below) to include the approved terms of the Bid Procedures;and

(e) publishing a notice of the Bidding Procedures on the website of the Receiver(http://fullerllp.com/active engagements/2177427-Ontario-limited.

Due Diligence

2. The CIM has been prepared and will be provided to all interested paxties that sign theReceiver's form of confidentiality agreement and whom the Receiver deteramines is likely,based on the non-binding Letter of Intent anal financial information submitted by thebidder, the availability of financing and other considerations deemed relevant by theReceiver, to be able to consununate a sale.if selected as the Successful Bidder, as definedbelow (a "Qualified Potential Bidder").

3. A Qualified Potential Bidder will be provided access' to a data room containing detailedinformation regarding the assets to enable it to perform its due diligence.

4. A Qualified Potential Bidder will be also be provided with a tour of the Property,facilitated by the Receiver, to supplement its due diligence procedures.

5. Qualified Fotential Bidders are cautioned not to rely upon any documentation orinformation provided by or on behalf of the Receiver..Any such documentation or othermaterial provided with respect to the Business was prepaxed solely for the convenience ofQualified Potential Bidders and is not warranted to be complete or accurate, has not beenindependently verified, and is not part of these Terms and Conditions of Sale or theAgreement. Each Qualified Potential Biddex shall be deemed to have relied entirely on itsown inspection and investigation in submitting its offer. Qualified Potential Bidders arerequired to obtain such third party consents as they consider necessary. QualifiedPotential Bidders are to make such independent enquiries, as they deem necessary,concerning the Purchased Assets prior to submitting their offer.

Bid Deadline

6. A Qualified Potential Bidder that desires to make a bid (a "Bidder") shall deliver writtencopies of its bid together with the other Bid Requirements set forth below to the Receiver

not later than 5:00 p.m. (Toronto Time) on the 7~' day of June, 2017 (the "BidDeadline").

Bid Requirements

7. All bids must be received nat later than the Bid Deadline and include:

(a) an offer to pay a cash purchase price greater than the aggregate considerationoffered by the Stalking Horse Bidder pursuant to the Agreement, plus the amountof the break fee of 2.0% of the Purchase Price in the amount of $360,000 (the"Break Fee"), plus an overbid in the amount of $140,000 (which in the aggregateequals the Break Fee amount plus the bid increment proposed by the Vendor inthe Auction process) for the initial minimum bid of $18,500,000;

(b) no provision making the offer subject to any due diligence, break fee, financingcondition or other contingencies (including representations, warranties, covenants,and timing requirements) of any kind or any other conditions precedent on suchparty's obligation to acquire the Furchased Assets other than. as znay bespecifically included in the Agreement;

(c) an executed copy of a purchase agreement in the form of the Agreement, togetherwith a blacklined copy of the Agreement reflecting any changes made to theAgreement shall be submitted to the Receiver and shall be binding andirrevocable until either: (i) such time as the Receiver rejects a Bidder's Bid inaccordance with paragraph 11 herein; (ii) at the conclusion of the Auction, if held,each respective Qualified Bidder (as defined herein) does not become theSuccessful Bidder; or (iii) if the Court does not approve the Successful Bidder'sAccepted Bid;

(d) a certified cheque, bank draft or wire transfer drawn on a Canadian Schedule "1"Chartered Bank (an "Acceptable Institution") or by banker's draft from anAcceptable Institution in the amount of $2,000,000 payable to the Receiver'slegal counsel (Fogler, Rubinoff LLP), in trust. This amount will either (i) beapplied to satisfy the purchase price of a Successful Bidder, the balance of whichpurchase price shall be due on closing; (ii) be returned to the Bidder if its bid isnot successful at the Auction (subject to the other provisions of these Terms andConditions of Sale) or approved by the Court, or (iii) be forfeited to the Receiverin the event that the Successful Bidder breaches its obligations pursuant to theAgreement or an Accepted Bid (as defined herein);

(e) A representation of the Bidder and written evidence of available cash andlor acommitment for financing to evidence the Bidder's ability to consuanmate theproposed transaction as the Receiver may reasonably request;

(~ A copy of a resolution or similar document demonstrating authority to make anirrevocable bid, and to execute the transaction contemplated by the offering bidfor the Purchased Assets;

(g) A disclosure of the identity of each entity that will be bidding for the PurchasedAssets ox otherwise participating with such bid and the complete terms of anysuch participation;

(h) A disclosure of the identity of each of the officers and directors or partners, as thecase may be, of each entity bidding fox the Purchased Assets or otherwiseparticipating with such bid;

(i) An acknowledgement by such Bidder that if its bid becomes a Qualified Bid andthe bidder becomes a Qualified Bidder (as such terms axe hereinafter defined) thatthe such Qualified Biddex's continued participation in any Auction is on a non-exclusive basis; and

(j) A description of the Bidder's current operations.

Qualified Bids

8. A bid received from a Bidder not later than the Bid Deadline that meets the aboverequirements will be considered a "Qualified Bid" and each Bidder that submits aQualified Bid will be considered a "Qualified Bidder."

9. The Agreement shall be deemed to be a Qualified Bid and the Purchaser shall be deemedto be a Qualified Bidder for all purposes and requirements pursuant to the sale proceduresset out in this Schedule B (the "Sale Procedures"), notwithstanding the requirements that

other potential Bidders must satisfy to be considered a Qualified Bidder.

10. Qualified Bids will be valued and assessed by the Receiver in its sole commercialdiscretion based upon any and all factors that the Receiver may deem pertinent.

11. The Receiver, in its business judgment, reserves the right to reject any bid if such bid:

(a) is on terms that are more burdensome or conditional than the terms of theAgreement;

(b) requires any indemnification of such Bidder;

(c) excludes assets or contracts, ox leases of the Company;

(d) is not received by the Bid Deadline;

(e) includes non-cash consideration; or

(~ includes any other considerations that the Receiver may deem relevant to the bid.

5

12. Any bid rejected pursuant to Paragraph 11 above, shall not be deemed to be a QualifiedBid.

13. The Receiver will advise all Bidders by email whether or not they are a Qualified Bidderby 1 PM (Toronto time) on the 9th day of June, 2017 or by such further date as theReceiver may determine in its sole discretion (the "Notification Date").

The Auction and Auction Procedures

14. If the Receiver determines that it has received more than one Qualified Bid (including theAgreement), it may, at its sole discretion, invite Qualified Bidders to participate in anAuction, as described in more detail below (the "Auction"). The Receiver shall providenotification to the Qualified Bidders by the 9th day of June, 2017 of its intention toproceed with the Auction.

1 S. If the Receiver does not receive any Qualified Bids other than the Agreement, it will nothold an Auction, in which case the Agreement will be deemed the Successful Bid (as thisterm is defined herein) and the Purchaser will be named the Successful Bidder (as thisterm in defined herein) and the Vendor will proceed towards completion of theTransaction in accordance with its terms.

16. By 5 PM (Toronto time) on the 12~' day of June, 2017, each Qualified Bidder mustinform the Receiver, by ennail, whether it intends to participate in the Auction.

17. The Receiver will promptly thereafter inform, in writing, each Qualified Bidder who hasexpressed its intent to participate in the Auction of the identity of all other QualifiedBidders that have expressed their intention to participate in the Auction and will providecopies of all other Qualified Bids to such Qualified Bidders.

18. Only the authorized representatives, professionals or agents of the Purchaser and eachother Qualified Bidder identified in advance to the Receiver, shall be eligible toparticipate at the Auction.

19. The Auction, if any, shall be conducted by the Receiver, commencing on the 14'h day ofJune, 2017 at 10 AM. (Toronto Tirne) at the offices of the Receiver at 151 Bloor StreetWest, 12~' Floor, Toronto, Ontario MSS 154.

20. At the Auction, the bidding will start at the aggregate consideration for the PurchasedAssets and terms proposed in the offer that the Receiver selects as the highest and bestoffer prior to the Auction and will continue in increments of at least $140,000.

21. The Receiver, in its sole discretion, may adjourn the Auction at any time to permit theQualified Bidders and the Stalking Horse Bidder, the opportunity to consider improvedbids..

22. lluring the Auction, Qualified Bidders, including the Purchaser, may submit revised bidsthat otherwise comply with the rules of this bidding and Auction process (a "RevisedBid").

23. If no Qualified Bidder submits a Revised Bid after a period of 15 minutes following theReceiver's acceptance of a Revised Bid and the Receiver in its sole discretion choosesnot to adjourn the Auction further, the Auction will be concluded whereupon theReceiver shall enter into a binding agreement of purchase and sale with the QualifiedBidder or the Purchaser (th.e "Accepted Bid") that submitted the leading bid asdetermined by the Receiver in its sale discretion (the "Successful Bidder"). The bidprocess shall end at the conclusion of the Auction.

24. The Successfixl Bidder agrees to do all such things as may be required by the Receiver toobtain Court approval of the Accepted Bid.

25. Subject to the Receiver obtaining the approval and vesting order in respect of theAccepted Bid, if the Successful Bidder fails to consummate the transaction by the 15thBusiness Day following Court approval (or such date that may otherwise be mutuallyagreed upon in writing), the Receiver shall be authorized but not required to deem thatthe Successful Bidder has breached its obligations pursuant to the Accepted Bid, hasforfeited its deposit to the Receiver, and the Company and the Receiver are authorized toseek an alternative bidder for the Purchased Assets.

26. Except for the Purchaser with respect to the Break Fee, Potential Bidders, Bidders and/orQualified Bidders shall not be allowed any break, termination or similar fee or expensereimbursement. Fox greater certainty, Potential Bidders, Bidders and/ox QualifiedBidders/Successful Bidder shall be responsible for all of their own professional and otherfees and costs relating to their investigation or closing of any transaction in this regard.

27. The Receiver shall have the right to adopt and implement such other rules for the Auctionas may be necessary to promote the goals of this bid process generally.

28. The highest ox any offer will not necessarily be accepted.

Court Approval

29. The sale of Purchased Assets is subject to an approval and vesting ordez being issued bythe Court.

30. Pursuant to these Stalking Horse Terms and Conditions of Sale, the Receiver shall reportto the Court and provide its recommendations to the Court regarding the sale of thePurchased Assets by June 23, 2017, if necessary, or as soon thereafter as the Court mayallow.

31. The Receiver shall not be required to pay any commission ox finder's fee with respect toany sale pursuant hereto except as provided for in the Agreement.

"As is, where is"

32. The Purchased Assets are being sold on an "as is, where is" basis and no warranty,condition or representation, whether statutory, express or implied is being given by theReceiver as to the description, condition, state, cost, size, quality, fitness fox purpose,merchantability, or in respect to any other matter or thing whatsoever concerning thePurchased Assets other than as set out herein. The Purchaser is deemed to have satisfieditself with regard to all of the foregoing and any matter or thing whatsoever in respect ofthe Purchased Assets.

Miscellaneous

33. The Purchased Assets shall be and remain at the risk of the Vendor until closing. Fromand after closing, the Purchased Assets shall be at the Successful Bidder's risk. Pendingclosing, the Vendor shall hold any insurance policies or proceeds thereof in trust foritself, the Successful Bidder and ofhers as their respective interests may appear. In theevent of substantial damage to or loss prior to closing of the Purchased Assets which axeinsured, the Successful Bidder may elect by notice in writing, 15 days after receivingnotice from the Receiver, of such damage or loss, either to close the Agreement andreceive the remaining Purchased Assets and the proceeds of the insurance, ox may rescindthe Agreement, have all moneys theretofore paid returned without interest, costs,deduction or compensation, but shall have no further or other right to damages, costs,specific performance or any other remedy.

34. The Successful Bidder shall pay on closing, in addition to the purchase price, allapplicable federal and provincial taxes in connection with the sale and transfer of thePurchased Assets.

35. The Successful Bidder shall, at its own cost and expense, be responsible for compliancewith all municipal, provincial and federal laws insofar as they apply to the PurchasedAssets and the use thereof by the Successful Bidder from and after closing.

36. All stipulations as to time are strictly of the essence.

37. Any tender of documents or money hereunder may be made upon the Receiver or itssolicitor. Money may only be tendered by certified cheque, bank draft or wire transferdrawn on an Acceptable Institution.

38. The purchase agreement shall be governed by and construed in accordance v✓ith the lawsof the Province of Ontario and applicable laws of Canada and enure to the benefit of andbe binding upon the parties thereto and their respective heirs, executors, administrators,successors or assigns as the case maybe.

39. The obligations of the Vendor to complete any purchase agreement shall be relieved if,on or before the closing of such sale, any asset which is the subject of the sale has beenremoved froze the contxol of the Vendor by any means ox process, or any such asset is

redeemed, or if the completion of the sale is restrained or prohibited by an injunction orother order issued by a court of competent jurisdiction, whereupon the only obligation ofthe Vendor shall be to return the applicable deposit, without interest, deduction, costs orcompensation.

39

SCHEDULE H

STALI~Il~TG HORSE AND BIDDING PROCEDURES ORDER

Execution Copy

Couxt File No. CV-17-11726-OOCL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ) WEDNESDAY, THE 17~'

JUSTICE ) DAY OF MAY, 2017

BETWEEN:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

and

2177427 ONTARIO LIMITED

ORDER(APPROVAL OF STALKING HORSE OFFER AND SALE PROCESS)

Applicant

Respondent

THIS MOTION, made by The Fuller Landau Group Inc., in its capacity as the court-

appointed receiver (the "Receiver") of the assets, undertakings and properties of 2177427

Qntario Limited ("217") including the real property municipally known or commonly known as

500 Brisebois Crescent, Ottawa, Ontario K1E OA6, which is used in connection with the

business operating the hotel known as Holiday Inn Express &Suites-Orleans (the "Hotel"), for,

among other things, an order authorizing the Receiver to enter into the sale transaction (the

"Transaction") contemplated by an Agreement of Purchase and Sale between the Receiver and

Casa-Dea Finance Limited, in trust for a corporation to be incorporated (the "Stalking, Horse

2

Purchaser") made as of May 8, 2017 (the "Sale Agreement"), and appended to the Pirst Report

of the Receiver dated •,2017 (the "First Report") or an Accepted Bid as defined in the sale

process attached hereto as Exhibit B (the "Sale Process") and far other relief, was heard this day

at 330 University Avenue, Toronto, Ontario.

ON READING the First Report and on hearing the submissions of counsel for the

Receiver and anyone else appearing from the Service List on this motion, duly served as appears

from the affidavit of service of Silvana Pocino, sworn May ~, 2017, filed,

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby abridged and validated such that this motion is properly returnable today and

that further service thereof is hereby dispensed with.

STALKING HORSE AGREEMENT

2. THIS COURT ORDERS that the Receiver shall be authorized and directed to accept and

enter into the Sale Agreement signed by the Stalking Horse Purchaser in the form attached as

Schedule "A" hereto (the "Stalking Horse Offer"), and the Stalking Horse Offer and the Break

Fee (as defined in the Stalking Horse Offer) are hereby approved, provided that the sale of the

Purchased Assets including the Hotel (as defined in the Stalking Horse Offer) will be determined

on a subsequent motion for the approval of the sale to be held in accordarxce with the Sale

Process.

SALE PROCESS

3

3. THIS COURT ORDERS that the Bidding Procedure and timetable for the Sale Process as

defined and described in the First Report (the "Sale Process"), and substantially in the form

attached as Schedule "B" hereto, be and is hereby approved.

4. THIS COURT ORDERS that the Receiver is authorized and directed to carry out the

Sale Process and to take such steps and execute such documentation as may be necessary or

incidental to the Sale Process.

5. THIS COURT ORDERS that in the event that the Receiver concludes a sale of the

Purchased Assets to a Successful Bidder other than the Stalking Horse Purchaser, the Receiver

be and is hereby authorized and directed to pay the Break Fee (as those terms are defined in the

Stalking Horse Offer) to the Stalking Horse Purchaser following the closing of such sale

approved by the Court in accordance with the provisions of the Stalking Horse Offer.

RECEIVER'S ACTIVITIES

6. THIS COURT ORDERS that the activities of the Receiver as set out in the First Report

be and they are hereby approved.

RECEIVER'S INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS

7. THIS COURT ORDERS that the Receiver's interim statement of receipts and

disbursements as set out in the First Report be and are hereby approved.

RECEIVER'S INTERIM FEES

8. THIS COURT ORDERS that the interim. fees and disbursements of the Receiver in the

amount of $• plus taxes is hereby approved.

RECEIVER'S COUNSEL'S INTERIM FEES

9. THIS COURT ORDERS that the interim fees and disbursements of the Receiver's

counsel in the amount of $~ including taxes is hereby approved.

SCHEDULING REGARDING WILDWOOD CAPITAL INC.

10. THIS COURT ORDERS AND DIRECTS that a motion be scheduled on tlae date and

timetable set out in this Court's Endorsement regarding the security funds in the amount of

$234,559.78 paid into Court in the action, Wildwaod Capital Inc. v. 2177427 Ontario Limited

and Bhupinder Sandhu also known as Bobby Sandhu (Court File No. CV-14-504414).

SEALING

11. THIS COURT ORDERS the sealing of Confidential Appendix "0" to the First Report

until further order of this Court.

GENERAL

12. THIS COURT ORDERS that the Receiver znay from time to time apply to this Court for

advice and dixectians in the discharge of its powers and duties hereunder or under the Sale

Process.

13. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

5

effect to this Order and to assist the Receiver and its agents in carrying out the terms of this

Order. All such courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such order 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 carrying out the terms of this Order.

SCHEDULE "A"STALKING HORSE OFFER

SCHEDULE "B"STALKING HORSE BID, BID PROCEDURES AND BREAK FEE

HARBOUREDGE MORTGAGE INVESTMENT CORPORATIONApplicant

-and- 2177427 ONTARIO LIMITEDRespondents

Court File No. CV-17-11726-04CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

PROCEEDING COMMENCED ATTORONTO

ORDER(APPROVAL OF STALKING HORSE OFFER AND

SALE PROCESS}

FOGLER, RUBINOFF LLPLawyers77 King Street WestSuite 3000, P.O. Box 95TD Centre North TowerToronto, ON MSK 1G8

Vern W. Dane (LSUC# 32591E)vdare@foglers.cam

Tel: 416.941.8842Fax: 416.941.8852

Lawyers for The Fuller Landau Graup Inc., in its capacity ascourt appointed receiver of the property of the Respondent

40

SCHEDULEI

APPROVAL ~ VESTING ORDER

SEE DRAFT ATTACHED

Execution Copy

Court File No. CV-17-11726-OOCL

ONTARIOSUPERIOR COURT OF JUSTICE(COMMERCIAL LIST)

THE HONOURABLE ) DAY, THE ~

JUSTICE ~ DAY OF •, 2017

BETWEEN:

I~ARBOUREDGE MORTGAGE INVESTMENT CORPORATION

Applicant

and —

2177427 ONTARIO LIMITED

Respondent

APPROVAL AND VESTING ORDER

THIS MOTION, made by The Fuller Landau Group Inc., in its capacity as the Court-

appointed receiver (the "Receiver") of the undertaking, property and assets of the Respondent

(the "Debtor") for an order, among other relief, approving the sale transaction (the "Transaction")

contemplated by an agreement of purchase and sale or offer to purchase executed • (the "Sale

Agreement") between the Receiver and • (the "Purchaser") and appended to the Report of the

Receiver dated ~ (the "Second Report"}, and vesting in the Purchaser the Debtox's right, title and

DOCSTOR: 1201927\13

-z-

interest in and to the assets described iii the Sale Agreement (the "Purchased Assets"), was heard

this day at 33D University Avenue, Toronto, Ontario.

ON READING the Second Report and on hearing the submissions of counsel far the

Receiver and any one appearing for any other person on the service list, as properly served as

appeaxs from the affidavit of Silvana Pocino sworn ~, 2017, filed:

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and

the execution of the Sale Agreement by the Receiver is hereby authorized and appxoved, with

such minor amendments as the Receiver may deem necessary. The Receiver is hereby

authorized and directed to take such additional steps and execute such additional documents as

may be necessary ox desirable for the completion of the Transaction and for the conveyance of

the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the completion of the Sale

Agreement and delivery of a Receiver's certificate to the Purchaser substantially in the form

attached as Schedule A hereto (the "Receiver's Certificate"), all of the Debtor's right, title and

interest in and to the Purchased Assets described in the Sale Agreement [and listed on Schedule

B hereto] shall vest absolutely in the Purchaser, free and clear of and from any and all security

interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed

trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other

financial or monetary claims, whether or not they have attached or been perfected, registered or

filed and whether secured, unsecured or otherwise (collectively, the "Claims") including, without

limiting the generality of the foregoing: (i) any encumbrances or charges created by the Order of

the Honourable Justice Myers dated April 7, 2017; {ii) all charges, security interests or claims

evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other

personal property registry system; and (iii) those Claims listed on Schedule C hereto (all of

which are collectively referred to as the "Encumbrances", which term shall not include the

permitted encumbrances, easements and restrictive covenants listed on Schedule D) and, for

greater certainty, this Court orders that all of the Encumbrances affecting or relating to the

Purchased Assets are hereby expunged and discharged as against the Furchased Assets.

3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the

Land Titles Division of • (No. ~) of an Application for Vesting Order in the form prescribed by

D005TOR: 1201927U 3

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the Land Titles Act and/or the Land Registration Reform Act, the Land Registrar is l~ereby

directed to enter the Purchaser as the owner of the subject real property identified'in Schedule B

hereto (the "Real Property") in fee simple, and is hereby directed to delete and expunge from

title to the Real Property all of the Claims listed in Schedule C hereto.

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all

Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets

with the same priority as they had with respect to the Purchased Assets immediately prior to the

sale, as if the Purchased Assets had not been sold and remained in the possession or control of

the person having that possession ox control immediately prior to the sale.

5. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of

the Receiver's Certificate, forthwith after delivery thereof.

6. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bar~uptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtor;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankiltptcy that may be appointed in respect of the Debtor and shall not be void or

voidable by creditors of the Debtor, nor shall it constitute nor be deemed to be a settlement,

fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other

reviewable transaction under the Banka•uptcy and Insolvency Act (Canada) or any other

applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly

prejudicial conduct pursuant to any applicable federal or provincial legislation.

DOCSTOR: 1201927\13

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7. THIS COURT HEREBY REQUESTS the aid 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 carrying out the terms of this

Ordex. All courts, tribunals, regulatory and adrninisixative bodies are hereby respectfully

requested to make such orders and to provide such assistance to the Receivex, 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 carxying out the terms of this Order.

8. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion

Record is hereby abridged sa that this Motion is properly returnable today and hereby dispenses

with fiuther service thereof.

9. THIS COURT ORDERS that the Second Report and the actions and activities of. the

Receiver as described in the Third Report are hereby approved.

10. THIS COURT ORDERS that the fees of the Receiver in the amount of $~ including

taxes is hereby approved.

1 1. THIS COURT ORDERS that the fees and disbursements of the Receiver's counsel in the

amount of $• including tapes is hereby apparoved.

DOCSTOR: 1201927\13

Schedule A —Form of Receiver's Certificate

Court File No. CV-17-11726-OOCL

ONTARIOSUPERIOR COURT OF JUSTICE(COMMERCIAL LIST)

BETWEEN:

HARBOUREDGE MORTGAGE INVESTMENT CORPORATION

- and -

2177427 ONTARIO LIMITED

RECEIVER'S CERTIFICATE

RECITALS

Applicant

Respondent

A. Pursuant to an Order of the Honourable Justice Myers of the Ontario Superior Court of

Justice (the "Court") dated April 7, 2017, The Fuller Landau Group Inc. was appointed as the

receiver (the "Receiver") of the undertaking, property and assets of the Respondent (the

"Debtor").

B. Pursuant to an Order of the Court dated •, 2017, the Court approved the agreement of

purchase and sale made as of ~, 2017 (the "Sale Agreement") between the Receiver and • (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 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 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.

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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 fox the

Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in the Sale Agreement have been satisfed or waived

by the Receiver and the Purchaser; azzd

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver on • , 2017.

THE FULLER LANDAU GROUP INC., in itscapacity as Receiver of the, undertaking,property and assets of the Respondent, andnot in its personal capacity

Per:

Name:

Title:

DOCSTOR: 1201927\13

Schedule B —Purchased Assets

Real Property legally described as follows:

•

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Schedule C —Claims to be deleted and expunged from title to Real Property

REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO

tl)

{2)

(3)

(4)

(5)

~~)

~~)

DOCSTOR: 1241927113

Schedule D —Permitted Encumbrances, Easements and Restrictive Covenantsrelated to the Real Property

(unaffected by the Vesting Order}

REG. NUM. DATE INSTRUMENT TYPE AMOUNT PARTIES FROM PARTIES TO

{1) any easements, rights of way or licenses for any purpose whatsoever located on, around, over or upon the Real Property and required in connection

therewith;

(2) any site plan agreements, development agreements or subdivision agreements required by any governmental or municipal authority in connection with

the Real Property and/or the sui~division of same, whether registered on title or not;

(3) any encroachments by the buildings located on the Real Property unto any adjoining property or street and any encroachments by any structure located

on adjoining property unto the Real Property; and

(4) any work orders, notice of infractions or other municipal stop orders or deficiencies.

DOCSTOR: 1201927\13

SCHEDULE'S"STALKING HORSE BID, BID PROCEDURES AND BREAK FEE

STALKING HORSE BID, BID PROCEDURES AND BREAK FEE

Set forth below are the Terms and Conditions of Sale (the "Terms and Conditions of Sale") tobe employed with respect to the sale of the real property and related personal property (the"Purchased Assets") of 217'7427 Ontario Limited (the "Company") as more particularlydefined in the Purchase Agreement or Stalking Horse Offer dated the 8th day of May, 2017between the Receiver, as vendor (also referred to as, the "Vendor"), and Casa-Dea FinanceLimited, 7n Trust for a corporation to be incorporated, as purchaser (the "Purchaser" or"Stalking Horse Bidder") (collectively "Agreement," as defined herein). Any defined termsused in this Schedule B, denoted by initial capital letters, not otherwise expressly defined, shallhave the meaning given to such term in the Agreement. It is expressly acknowledged and agreedthat notwithstanding any other provision herein, the stalking horse sales process shall occur inaccordance with this essential timetable and in the event of any conflict between the provisionsof this timetable and any other provision of the Agreement, the provisions of this timetable setout in the immediately following chart shall govern to the extent necessary (and only to theextent necessary) to resolve the conflict:

Deadline for submission of bids June 7, 2017 (S:OQ PM Toronto time)

Bidders notified of Qualified Bidder status and No later than June 9, 2017 (1 PM TorontoReceiver's intention to proceed with Auction time) -provided that, in the event that there are

no Qualified Bidders, the Vendor and thePurchaser shall proceed to close the transactionsubject to obtaining a Vesting Order

Indication by Qualified Bidders of intention to June 12, 2017 (5:00 PM Toronto time)participate in Auction (if necessary)

Auction (if necessary) June 14, 2017(10:00 AM Toronto time)

Court motion to seek Vesting Order June 23, 2017 (or as soon as practicablethereafter)

Court motion to approve Accepted Bid (if an June 23, 2017 (subject to court availability)Auction is conducted)

Transaction close after completion of Auction As agreed by the parties, provided that suchProcess closing shall be no later than June 30, 2017

Marketing Process and Identifying Potential Bidders

Upon Court approval of the Agreement, the Receiver or Receiver's Broker willimmediately commence the following marketing process:

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(a) preparing an updated list of parties who are considered to have the interest andresources to make a valid offer (the "List of Targets");

(b) preparing the marketing materials to be used by the Receiver's Broker including:(i) a virtual data room (the "Electaronic Data Room"); (ii) an investment profile(the "Sales Teaser"); and (iii) a confidential information memorandum (the"CIM");

(c) sending the Sales Teaser to the List of Targets;

(d) providing the CIM and access to the Electronic Data Room to Qualified PotentialBidders (as defined below) to include the approved terms of the Bid Procedures;and

(e) publishing a notice of the Bidding Procedures on the website of the Receiver(http://fullerllp.com/active_engagements/2177427-Ontario-limited.

Due Diligence

2. The CIM has been prepared and will be provided to all interested parties that sign theReceiver's form of confidentiality agreement and wham the Receiver determines is likely,based on the non-binding Letter of Intent and financial information submitted by thebidder, the availability of financing and other considerations deemed relevant by theReceiver, to be able to consunlniate a sale if selected as the Successful Bidder, as definedbelow (a "Qualified Potential Bidder").

3. A Qualified Potential Bidder will be provided access to a data room containing detailedinformation regarding the assets to enable it to perform its due diligence.

4. A Qualified Potential Bidder will be also be provided with a tour of the Property,facilitated by the Receiver, to supplement its due diligence procedures.

5. Qualified Potential Bidders are cautioned not to rely upon any documentation orinformation provided by or on behalf of the Receiver. Any such documentation or othermaterial provided with respect to the Business was prepared solely fox the convenience ofQualified Potential Bidders and is not warranted to be complete or accurate, has not beenindependently vexified, and is not part of these Terms and Condirions of Sale or theAgreement. Each Qualified Potential Bidder shall be deemed to have relied entirely on itsown inspection and investigation in submitting its offer. Qualified Potential Biddexs arerequired to obtain such third party consents as they consider necessary. QualifiedPotential Bidders are to make such independent enquiries, as they deem necessary,concerning the Purchased Assets pxior to submitting their offer.

Bid Deadline

6. A Qualified Potential Bidder that desires to make a bid (a "Bidder") shall deliver writtencopies of its bid together with the other Bid Requirements set forth below to the Receiver

not later than 5:00 p.m. (Toxonto Time) on the 7~' day of June, 2017 (the "BidDeadline"}.

Bid Requirements

7. All bids must be received not later than the Bid Deadline and include:

(a) an offer to pay a cash purchase price greater than the aggregate considerationoffered by the Stalking Horse Bidder pursuant to the Agreement, plus the amountof the break fee of 2.0% of the Purchase Price in the amount of $360,000 (the"Break Fee"), plus an overbid in the amount of $140,000 (which in the aggregateequals the Break Fee amount plus the bid increment proposed by the Vendor inthe Auction process) for~the initial miniznurn bid of $18,500,000;

(b) no provision making the offer subject to any due diligence, break fee, financingcondition or other contingencies (including representations, warranties, covenants,and timing requirements) of any kind ar any other conditions precedent on suchparty's obligation to acquire the Purchased Assets other than as may bespecifically included in the Agreement;

(c) an executed copy of a purchase agreement in the form of the Agreement, togethexwzth a blacklined copy of the Agreement reflecting axzy changes made to theAgreement shall be submitted to the Receiver and shall be binding andirrevocable until either: (i) such time as the Receiver rejects a Bidder's Bid inaccordance with paragraph 11 herein; (ii) at the conclusion of the Auction, if held,each respective Qualified Bidder (as defined herein) does not become theSuccessful Bidder; or (iii) if the Court does not approve the Successful Bidder'sAccepted Bid;

(d) a certified cheque, bank draft or wire transfer drawn on a Canadian Schedule "1"Chartered Bank (an "Acceptable Institution") or by banker's draft from anAcceptable Institution in the amount of $2,000,000 payable to the Receiver'slegal counsel (Fogler, Rubinoff LLP), in trust. This amount will either (i) beapplied to satisfy the purchase price of a Successful Bidder, the balance of whichpurchase price shall be due on closing; (ii) be returned to the Bidder if its bid isnot successful at the Auction (subject to the other provisions of these Terms andConditions of Sale) or approved by the Court, ox (iii) be forfeited to the Receiverin the event that the Successful Bidder breaches its obligations pursuant to theAgreement or an Accepted Bid (as defined herein);

(e) A representation of the Bidder and written evidence of available cash and/or acommitment for financing to evidence the Bidder's ability to consuznniate theproposed transaction as the Receiver may reasonably request;

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(~ A copy of a resolution or similar document demonstrating authority to make anirrevocable bid, and to execute the transaction contemplated by the offering bidfor the Purchased Assets;

(g) A disclosure of the identity of each entity that will be bidding for the PurchasedAssets or otherwise participating with such bid and the complete terms of anysuch participation;

(h) A disclosure of the identity of each of the officers and directors or partners, as thecase may be, of each entity bidding for the Purchased Assets or otherwiseparticipating with such bid;

(i) Ara. acknowledgement by such Bidder that if its bid becomes a Qualified Bid andthe bidder becomes a Qualified Bidder (as such terms are hereinafter defined) thatthe such Qualified Bidder's continued participation in any Auction is on a non-exclusive basis; and

(j) A description of the Bidder's current operations.

Qualified Bids

8. A bid received from a Bidder not later than the Bid Deadline that meets the aboverequirements will be considered a "Qualified Bid" and each Bidder that submits aQualified Bid will be considered a "Qualified Bidder."

9. The Agreement shall be deemed to be a Qualified Bid and the Purchaser shall be deemedto be a Qualified Bidder for all purposes and requirements pursuant to the sale proceduresset out in this Schedule B (the "Sale Procedures"), notwithstanding the requirements thatother potential Bidders must satisfy to be considered a Qualified Bidder.

10. Qualified Bids will be valued and assessed by the Receiver in its sole commercialdiscretion based upon any and all factors that the Receiver may deem pertinent.

11. The Receiver, in its business judgment, reserves the right to reject any bid if such bid:

(a) is on terms that are more burdensome or conditional than the terms of theAgreement;

(b) requires any indemnification of such Bidder;

(c) excludes assets or contracts, or leases of the Company;

(d) is not received by the Bid Deadline;

(e) includes non-cash consideration; or

(fj includes any other considerations that the Receiver may deem relevant to the bid.

12. Any bid rejected pursuant to Paragraph 11 above, shall not be deemed to be a QualifiedBid.

13. The Receiver will advise all Bidders by email whether or not they are a Qualified Bidderby 1 PM (Toronto time) an the 9~' day of June, 2017 or by such further date as theReceiver may determine in its sole discretion (the "Notification Date").

The Auction and Auction Procedures

14. If the Receiver determines that it has received more than one Qualified Bid (including theAgreement), it may, at its sole discretion, invite Qualified Bidders to participate in anAuction, as described in more detail below (the "Auction"). The Receiver shall providenotification to the Qualified Bidders by the 9~' day of Jutze, 2017 of its intention toproceed with the Auction.

1 S. If the Receiver does not receive any Qualified Bids other than the Agreement, it will nothold an Auction, in which case the Agreement will be deemed the Successful Bid (as thisterm is defined herein) and the Purchaser will be named the Successful Bidder (as thisterm in defined herein) and the Vendor will proceed towards completion of theTransaction in accordance with its terms.

16. By 5 PM (Toronto time) on the 12t~` day of June, 2017, each Qualified Bidder mustinform the Receiver, by email, whether it intends to participate in the Auction.

17. The Receiver will promptly thereafter inform, in writing, each Qualified Bidder who hasexpressed its intent to participate in the Auction of the identity of all other QualifiedBidders that have expressed their intention to participate in the Auction and will providecopies of all other Qualified Bids to such Qualified Bidders.

18. Only the authorized representatives, professionals or agents of the Purchaser and eachother Qualified Bidder identified in advance to the Receiver, shall be eligible toparticipate at the Auction.

19. The Auction, if any, shall be conducted by the Receiver, commencing on the 14~' day ofJune, 2017 at 10 AM. (Toronto Time) at the offices of the Receiver at 151 Bloor StreetWest, 12~' Floor, Toronto, Ontario MSS 154.

20. At the Auction, the bidding will start at the aggregate consideration for the PurchasedAssets and terms proposed in the offer that the Receiver selects as the highest and bestoffer prior to the Auction and will continue in increments of at least $140,000.

21. The Receiver, in its sole discretion, may adjourn the Auction at any time to permit theQualified Bidders and the Stalking Horse Bidder, the opporttiulity to consider improvedbids.

22. During the Auction, Qualified Bidders, including the Purchaser, znay submit revised bidsthat otherwise comply with the rules of this bidding and Auction process (a "RevisedBid").

23. If no Qualified Bidder submits a Revised Bid after a period of 15 minutes following theReceiver's acceptance of a Revised Bid and the Receiver in its sole discretion choosesnot to adjourn the Auction further, the Auction will be concluded whereupon theReceivear sha11 enter into a binding agreement of purchase and sale with the QualifiedBidder ox the Purchaser (the "Accepted Bid") that submitted the leading bid asdetermined by the Receiver in its sole discretion (the "Successful Bidder"). The bidprocess shall end at the conclusion of the Auction.

24. The Successful Bidder agrees to do all such things as may be required by the Receiver toobtain Court approval of the Accepted Bid.

25. Subject to the Receiver obtaining the approval and vesting order in respect of theAccepted Bid, if the Successful Bidder fails to consummate the transaction by the 15thBusiness Day following Court approval (or such date that may otherwise be mutuallyagreed upon in writing), the Receiver shall be authorized but not requixed to deem thatthe Successful Bidder has breached its obligations pursuant to the Accepted Bid, hasforfeited its deposit to the Receiver, and the Company and the Receiver are authorized toseek an alternative bidder for the Purchased Assets.

26. Except fox the Purchaser with respect to the Break Fee, Potential Bidders, Bidders and/orQualified Bidders shall not be allowed any bxeak, termination or similar fee or expensexeiinbursement. For greater certainty, Potential Bidders, Bidders and/or QualifiedBidders/Successful Bidder shall be responsible for all of their own professional and otherfees and costs relating to their investigation or closing of any transaction in this regard.

27. The Receiver shall have the right to adopt and implement such other rules for the Auctionas may be necessary to promote the goals of this bid process generally.

28. The highest or any offer will not necessarily be accepted.

Court Approval

29. The sale of Purchased Assets is subject to an approval and vesting order being issued bythe Court.

30. Pursuant to these Stalking Horse Terms and Conditions of Sale, the Receiver shall reportto the Court and provide its recommendations to the Court regarding the sale of thePurchased Assets by June 23, 2017, if necessary, or as soon thereafter as the Court mayallow.

31. The Receiver sha11 not be required to pay any commission or findear's fee with respect toany sale pursuant hereto except as provided for in the Agreement.

0

"As is, where is"

32. The Purchased Assets are being sold on an "as is, where is" basis and no warranty,condition or representation, whether statutory, express or implied is being given by theReceiver as to the description, condition, state, cost, size, quality, fitness for purpose,merchantability, or in respect to any other matter or tkung whatsoever concerning thePurchased Assets other than as set out herein. The Purchaser is deemed to have satisfieditself with regard to all of the foregoing and any matter or thing whatsoever in respect ofthe Purchased Assets.

Miscellaneous

33. The Purchased Assets shall be and remain at the risk of the Vendor until closing. Fromand after closing, the Purchased Assets shall be at the Successful Bidder's risk. Pendingclosing, the Vendor shall hold any insurance policies or proceeds thereof in trust foritself, the Successful Bidder and others as theix respective interests may appeax. In theevent of substantial damage to or loss prior to closing of the Purchased Assets which areinsured, the Successful Bidder may elect by notice in writing, 15 days after receivingnotice from the Receiver, of such damage ox loss, either to close the Agreement andreceive the remaining Purchased Assets and the proceeds of the ins~ance, or may rescindthe Agreement, have all moneys theretofore paid returned without interest, costs,deduction or compensation, but sha11 have no further or other right to damages, costs,specific performance or any other remedy.

34. The Successful Bidder shall pay on closing, in addition to the purchase price, allapplicable federal and provincial taxes in connection with the sale and transfer of thePurchased Assets.

35. The Successful Bidder shall, at its own cost and expense, be responsible for compliancewith all municipal, provincial and federal laws insofar as they apply to the PurchasedAssets and the use thereof by the Successful Bidder from and after closing.

36. All stipulations as to time are strictly of the essence.

37. .Any tender of documents or money hereunder may be made upon the Receiver or itssolicitor. Money znay only be tendered by certified cheque, bank draft or wire transferdrawn on an Acceptable Institution.

38. The purchase agreement shall be governed by and construed in accordance with the lawsof the Province of Ontario and applicable laws of Canada and enure to the benefit of andbe binding upon the parties thereto and their respective heirs, executors, administrators,successors or assigns as the case maybe.

39. The obligations of the Vendor to complete any purchase agreement shall be relieved if,on or before the closing of such sale, any asset which is the subject of the sale has beenremoved from the control of the Vendor by any means or process, or any such asset is

redeemed, or if the completion of the sale is restrained or prohibited by arz injunction arother ordex issued by a court of competent jurisdiction, whereupon the only obligation ofthe Vendor shall be to return the applicable deposit, without interest, deduction, costs orcompensation.

HARBOUREDGE MORTGAGE INVESTMENT CORPORATIONA}~~licant

-and- 2177427 ONTARIO LIMITEDRespondents

Court File No. CV-17-11726-OOCL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

PROCEEDING COMMENCED ATTORONTO

ORDER(APPROVAL OF STALKING HORSE OFFER AND

SAtiE PROCESS)

FOGLER, RUBINOFF LLPLawyers77 King Street WestSuite 3000, P.O. Box 95TD Centre North TowerToronto, ON MSK 1G8

Vern W. Dane (LSUC# 32591E)vdare@foglers.com

Tel: 416.941.8842Fax: 416.941.8852

Lawyers for The Fuller Landau Crroup Inc., in its capacity ascourt appointed receiver of the property of the Respondent