RE: Confidentiality Agreement for Wyldewood and Forest Lane: 120 Torresdale Avenue and 300 Antibes Drive, Toronto, ON (Collectively, the "Property") 

We have been advised that Jones Lang LaSalle Real Estate Services, Inc. ("JLL Canada") has been retained by Oxford (as defined below) as its exclusive agent to arrange a sale of the Property.

Murjay Construction Limited and Lindos Holdings Limited (collectively and together with their affiliates or associates, “Oxford”) have agreed to provide the undersigned company (the “Recipient”) with certain confidential information regarding the Property for the sole purpose of assisting the Recipient in its consideration and evaluation of a possible acquisition of all of Oxford’s ownership interest in the Property (the “Potential Transaction”). This letter agreement (the “Agreement”) sets out the terms and conditions upon which Oxford is willing to disclose to the Recipient, on a confidential basis, such information.

In consideration of the provision of the information by or on behalf of Oxford and other good and valuable consideration (the receipt and sufficiency of which are specifically acknowledged by the Recipient), by signing and returning a copy of this Agreement, the Recipient covenants and agrees with Oxford as follows:

1.               For the purposes of this Agreement:

(a)                    “Confidential Information” means all information concerning Oxford, its business and affairs and the Property in connection with the Potential Transaction furnished by or on behalf of Oxford on or after the date of this Agreement to the Recipient or any of its Representatives (defined below), whether oral or written or in any other form or media and regardless of the manner in which it is furnished, including any agreements or other communications, verbal or in writing, between Oxford, the Recipient or its Representatives, together with all analyses, compilations, studies or other documents containing or reflecting such information, whether prepared by or on behalf of Oxford, the Recipient or its Representatives or others; and

(b)                    “Representatives” means the Recipient’s affiliates, and their respective directors, officers, employees, professional consultants, potential lending partners, and financial and legal advisors.

2.               The Recipient and its Representatives will not use the Confidential Information in any manner except as required for the consideration and evaluation of the Potential Transaction.

 

3.               The Recipient and its Representatives will keep the Confidential Information confidential. All right, title and interest in and to the Confidential Information will remain the exclusive property of Oxford and the Confidential Information will be held in trust by the Recipient for same. No interest, licence or right respecting the Confidential Information, other than as may be expressly set out herein, is granted to the Recipient or any of its Representatives under this Agreement by implication or otherwise. The Recipient and its Representatives will not directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to a third party without Oxford’s prior written consent, except as otherwise provided herein. The Recipient may disclose the Confidential Information (i) to its governmental or regulatory authorities (including bank examiners and self-regulatory organizations) and internal and external auditors and to the extent legally required to (subject to paragraph 5 below) or (ii) to those of its Representatives who have a need to know the Confidential Information for the purpose of considering and evaluating the Potential Transaction. Upon the written request of Oxford, the Recipient will immediately provide a list of Representatives to whom it has disclosed Confidential Information, excluding its directors, officers and employees and those of its affiliates. The Recipient will:

(a)                    prior to disclosing Confidential Information to any Representative, issue appropriate instructions to such person to satisfy its obligations hereunder and obtain their agreement to receive and use the Confidential Information on a confidential basis on the same conditions as contained in this Agreement and to otherwise comply with the confidentiality and use terms hereof; and

(b)                    be responsible for any and all breaches of the terms of this Agreement by the Recipient and its Representatives and the Recipient agrees, at its sole expense, to take all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

4.               Subject to paragraphs 3 and 5 hereof, without the prior written consent of Oxford, neither the Recipient nor any of its Representatives will disclose to any person: (i) the fact that Confidential Information has been made available; (ii) the terms of this Agreement; or (iii) any information concerning the Potential Transaction or the fact that discussions are taking place with respect thereto or the status thereof.

5.               If the Recipient or any of its Representatives is requested pursuant to, or required by, applicable law, regulations, rule, governmental department or agency, regulatory authority, order of a court of competent jurisdiction or other legal process or requirement to disclose any Confidential Information or any of the terms hereof, the Recipient will provide, to the extent permitted by law or regulation, prompt notice to Oxford of such request or requirement in order to enable Oxford to seek an appropriate protective order or other remedy at Oxford’s cost and/or waive compliance with the terms of this Agreement. The Recipient and its Representatives will not oppose any action by or on behalf of Oxford to seek such a protective order or other remedy. If, failing the obtaining of a protective order or other remedy by Oxford such disclosure is required, the Recipient and/or its Representatives will furnish only that portion of the Confidential Information that the Recipient is advised by legal counsel is legally required to be disclosed and, where applicable, will use commercially reasonable efforts to ensure that such disclosure will be afforded confidential treatment.

6.               The Confidential Information will not be copied, reproduced in any form by the Recipient or its Representatives without the prior written consent of Oxford, except for such copies and storage as may be required internally by the Recipient or its Representatives in connection with considering and evaluating the Potential Transaction.

7.               The obligations of the Recipient and its Representatives set forth in this Agreement will not apply to information which the Recipient can reasonably demonstrate: (i) was in the possession of the Recipient or its Representatives on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient or any of its Representatives; (iii) is subsequently obtained by the Recipient or its Representatives from a source other than Oxford not known by the Recipient or its Representatives to be bound by a confidentiality agreement with, or subject to any other contractual or legal obligation of confidentiality to, Oxford with respect to such information; or (iv) is or was independently developed by the Recipient or its Representatives without use of or reference to the Confidential Information.

8.               This Agreement does not constitute any representation, warranty or guarantee by Oxford with respect to the accuracy or completeness of the Confidential Information and the Recipient and its Representatives will not be entitled to rely on the accuracy or completeness of the Confidential Information. Oxford will have no liability for any errors or omissions in the Confidential Information or the use or the results of the use of the Confidential Information and the Recipient acknowledges that it shall conduct such of its own independent investigations as it considers necessary or appropriate in order to consider and evaluate a Potential Transaction.

9.               At any time upon the written request of Oxford, the Recipient and its Representatives shall within a reasonable timeframe destroy/delete all Confidential Information and all copies thereof, in any form whatsoever (including electronically stored copies), and if requested by Oxford, the Recipient shall provide Oxford with a certificate of one of its authorized officers confirming compliance with this paragraph. Notwithstanding the foregoing, the Recipient and its Representatives shall not be required to (a) destroy/delete Confidential Information that it is required to retain in compliance with any applicable law, regulation or bona fides internal records retention policy, or (b) purge electronic records consisting of backed up/archived files, as long as such files are accessible only to legal, audit and IT personnel for disaster recovery, or legitimate audit or litigation purposes. Any such Confidential Information not so destroyed/deleted shall remain subject to the continuing obligation of confidentiality in this Agreement.

10.            Unless and until a definitive agreement between Oxford and the Recipient with respect to the Potential Transaction has been executed and delivered, Oxford will not be under any legal obligation of any kind whatsoever with respect to the Potential Transaction except for the matters specifically agreed to herein. This Agreement shall not create or recognize any business relationship between the parties hereto, and neither party may bind, nor is it responsible for the acts of, the other party or its Representatives.

11.            The Recipient agrees that monetary damages may not alone be sufficient to remedy any breach by the Recipient or its Representatives of any term or provision of this Agreement and agrees that Oxford will also be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach hereof and in addition to any other remedy available pursuant to this Agreement or at law or in equity. The Recipient further agrees to waive any requirement for the deposit of security or posting of any bond in connection with any equitable remedy.

12.            To the extent that the Confidential Information includes any personal information, personally identifiable information or personal data within the meaning of any applicable data protection or privacy laws (“Personal Information”) the Recipient and its Representatives shall handle the Personal Information in accordance with the provisions of the applicable data protection or privacy laws governing the collection, use and disclosure of Personal Information. For further certainty the Recipient shall: (a) collect and use Personal Information only for purposes of the Potential Transaction; (b) only disclose Personal Information to those Representatives who need to know such Personal Information for purposes of the Potential Transaction; and (c) use, and direct its Representatives to use, appropriate security measures to safeguard all Personal Information against unauthorized collection, access, use or disclosure.

13.            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement. This Agreement may only be amended, waived or modified by a written agreement signed by each of the parties hereto. Without limiting the generality of the foregoing, the terms of this Agreement shall supersede and replace all confidentiality obligations contained in any clickwrap or click-through agreement, web-based database, data room or similar source of confidential information to which the Recipient or its Representatives are given access in connection with the Potential Transaction.

 

14.            The parties hereto agree that this Agreement will enure to the benefit of and be binding upon their respective successors and assigns, provided that this Agreement may not be assigned by either party hereto without the prior written consent of the other party.

 

15.            The terms of this Agreement will expire on the date that is the earlier of: (i) thirty-six (36) months after the date set out above, and (ii) the closing of definitive agreements in respect of the Potential Transaction.

16.            If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

17.            This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

18.                  The individual signing below hereby represents and warrants that he/she is duly authorized to execute and deliver this Agreement on behalf of the Recipient and that this Agreement is binding upon the Recipient in accordance with its terms.

Please confirm your agreement with the foregoing by a copy of this Agreement. This Agreement may be executed in counterparts, and delivery of an executed copy of this Agreement by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by a party.

Agreed to and accepted this day of 2023.