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THIS IS EXHIBIT "B ! " REFERRED TO IN THE TRIAL AFFIDAVIT OPRUSS GIANNOTTA SWORN BEFORE ME THIS J^^AY OF FEBRUARY. 2015. A Commission Rorva I ci B * f eo
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Page 1: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

THIS IS EXHIBIT "B!" REFERRED TO IN THE TRIAL AFFIDAVIT OPRUSS GIANNOTTA

SWORN BEFORE ME THIS J^^AY OF FEBRUARY. 2015.

A Commission Rorva I ci B * f eo

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Russ Giaunotta, C.A.

5 :n '4*i 2.' 22H2

D r V E e S i F ! E D Pre-sMsnf, As-set Ca^if.U Masmiiemrn: $rrvn-es OS f ront Si, V,V-;I S'llte 416, Bat 1(1! fiwowo, Oafarlo Canada MSJ 1t6 Tel: (4 IS) 364-3;W5 fat: (410) "j(,.|-a»J0d

Mr. Mahi-cl Sutuituii! C.A. Hush Homes Inc. 15 Interactional Blvd. Suite 4C0 Jerome Ontario M9W GL*s>

Attention: Mr. Ncheei Soicman (.".A.

i.'e, Amendment to a Financing Commitment Letter date May 24, 2011 F»r;>f Mortgage Financing - $5,55Q,OOO.t)OCDN. 1745, 1765 ami 1775 Thorny-Brae Place tMississangii Ontario

Fsinher to a Commitment to Finance dated May 24, 201 ientered into between Diversified Capita! Inc. as Lender and 2i 22763 Ontano Inc , as Borrower, as further amended by an Amending Agreement diced August 30. 2011. the parties confirm the terms and conditions therein and have agreed to amend the. Commitment as follows:

Loan Amount: The Principal amount of the loan shall be increased in the amount of Si,400,000 from $5,550,000 to $6,950,000.

Pay Down Of Principal Increase: The Borrower agrees to pay down the principal increase of $ 1,400,000 hv no less

than $1,000,000 by September 6,2012.

Fes. .75% of the increase in the principal amcunl, payable September 6, '20 T2

" Postponement/ Standstill .Agreement: The Borrower recognizes chut any subsequent financing is subordinate to u»e

existing loan arid any increases therein, and as such the Borrower acknowledges and agrees to provide the Lender with an executed postpor-emenr/stunastill agreement, in the Lender's standard form.

This Amending Agreement Shall be null and void unless a copy is signed by rise Borrower, under corporate seal where applicable, and returned to our offices by not later titan 3:00 p.m. St-|Kember 20,2012.

Sincerely.

v \ \

!'!;\h t itM'UOtti!

Page 1 of 3

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? f)

I/WE HEREBY ACCEPT THE ABOVE NOTED TERMS AND CONDITIONS, SIONHD AT STAY OF __ MWAA.X 2012

enum'Trus'iirai!!, 5(> bimjfthc Corporation

] S>ava die UUIUIIMIY Tl CTefvnsdtrti

\J ̂ S\,ec 2 o* ?

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682193 Ontario Inc.

Per:, Mr. Musa Suleinen President, I have the authority to bind the Corporation

MNK Consultants Inc.

OSS-i—r «*-

Per:, Mr. Musa Sulemun President, i have the authority to bind the Corporation

2096553 C>h Wl'

X\k Per: hU I have i|4 uutlLnty \h birdls! c Corporation

\ J

w y

\ <m;u4

1170359 Ontario Inc.

"23*

Per: Mr. Musa Suleman, i have the authority to bind the C Mwratinn

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Mr, ^

In his tiersuidtl v:t|!nei\v, as (W'ennnli.f

\J ^ "Mr. Musa Sulwr.an

—,>r~~—"""

In his pstsona] capacity as, Covenantor

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TAVL i (HREf'Y ACCEPT THE ABOVE: NOTED THP.MS AND CONDI'HONS, SIGN'S-D AT TO!I I y, THIS I DAY OF _ 5SrPllrATpD-THo I

' 'tVV t Hie. A \ K AIM N

y^HA'Tilit -T^Sulenum, ' i i: ru: •'.'icTQiOhTiy to bird the CTpuiatton

Per: M/K^k-! I have ihe AuthoiilNa-tai'ii Ihe CD>iir:.in>u

21S9034 0<\;\Vl£t

Per: Mr. Npi!n,::P{pJ^'mai\ I have the^ailnntW to h!iiT-t:_eVor|Vnri!"]

Hush I tie)

Pen, Mr, KalmxttsutitMA I'rcssii-'iil, 1 have IhA autiPiniy lAjaiit^' (he Corporation

ilftmai) NeDdcm, tri bind the Corporation

Per:, Mr. I have the/!' he. Corporation

Per: i have U;c(.*.tPlsorit Corporation

f>S2J.93 Ontario Inc.

rC53i- -C5-

f'.s- 7 e* :-

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Par:, Mr. Musa Suienut! President, 1 have the authority to fciac :.ie Corpo.aticn

MNH Consultants Inc.

Per:, Mr. Mjsa. Suleman President [ have the authority to b nd the Corporation

I'i/jvfr. NMcl^5?tt,rXtn, I h^vc^the^ilioriJ^toJ^/.i the Corporation

1170359 Ontario Inc

Per: Mr. Musa Suieman, I have the authority to bind the Corporation

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Russ Gianmitta, C.A,

May 24, 2011

D I V E R S I F I E D President, Asset Mana^ainent Capital Afuttagsm&nl Ssrvtcas 53 Rant SI. West StfUe<?1i>. flax 101 Tmonro, Ontario Canada W5J l£fi Tut; (418)364-3396 rax: (>116)364-9606

Mi*. Nalteel Sutaman C.A. Hush Humes Inc. 75 Internationa! Blvd. Suite 400 Toronto Ontario M9W CL9

Attention; Mr. Hailed Sulcman C.A.

Ro: first Mortgage Financing - $3,9(K),OOO.OOCDN 1745,176S anc!1775 Thorny-Brae Place Mississauga Ontario

Further to our discnss:Qii regarding our providing the above noted Loan funds we confirm that DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment to finance a mortgage loan for the purposes of discharging a first mortgage registered on the above noted property, under the fallowing terms and conditions.

BORROWER: 2122753 Ontario Inc.

GUARANTORS; Personal and corporate covenants and guarantees as the case may be of the following:

2142301 Ontario Inc., 2139034 Ontario Inc., Hush inc., Hush Homes Inc., 200)467 Ontario Inc., SK.S Associate Investments ire., 5S2I93 Ontario Inc., MNR Consultants Inc., 2096553 Ontario Inc., II70359 Ontario inc., and Naheel Sulcman and Musa Suleman in their persona! capacity.

The Guarantors jointly and severally unconditionally guarantee payment to the Lender of all monies hereby secured and do further agree to postpone to and in favour of the Lender all present and future debts and liabilities direct or indirect, absolute or contingent, now or at any time hereafter duo or owing from the Borrower to the Guarantors,

LENDER; Diversified Capital inc.

SECURED/ PROPERTY. Those lands and premises comprising an assembly of four

paresis, totaling 6.023 acres, located in central Erin Mills, in the. City of Mississaoga, legally described as:

1745 Thorny-Brae Place PT LIS 3&4, RGE 5 NDS (TOR.TWP,) DES PTl, 43R3I060; Mississauga

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I7c5 Thorny-Brae Place LT 2, PL -198, .Vlississauga

1775 Thorny-Brae Plane - LT 1 PL 493, EXCEPT ?7 I, 43R.I67S5; Miscissauga

Thorny-Bras Piaoe Road, Thorny-Brae Place, Being; Thorny- Brae Place, PL -198; PT LT 3, Range 5 North of Dundas Si. Toronto TWP, As in 6<M VS; Mississaiiga ( of which .817 acres of this property is included in tbq property

TYPE OF LOAM:

LOAN AMOUNT;

PURPOSE:

INITIAL TERM:

INTEREST RATE:

Fixed term Loan, which can be extended as may be agreed unoi: between the.Lender nnd tljjy&aawSL

l!l Mortgage Loan S3 9M

Pay out existing first

One ( 1 ) year

@11% per year

PAYMENTS: Monthly, interest only

SCHEDULED FUNDING: Ail funds to be funded through one advance, upon on the

execution of this Commitment Letter and upon the Lender receiving from the Borrower and Guarantors all of the documentation required by the Lender or the Lender's solicitor, pursuant to this Letter, the Lendei, being satisfied with this documentation in its sols and unfettered discretion; the execution of nil security documentation provided herein, including die Lendei's standard loan terms and any other documentation that may be required by the Lender or by the Lender's solicitors along vyith the Borrower's corporate solicitor's opinion letter that all the security documentation required hereunder has been properly authorized and executed and all of the obligations of the Borrower and the Guarantors are valid and bind:ng and enforceable and further that all documents were executed in the office of the Borrowers solicitor and all of the parties are who they purport to be.

The Lender shall not be ob'igated to make any loan advance unless all terms and conditions of this Commitment Letter have been complied with to the Lender's satisfaction.

PREPAYMENT PRIVILEGE: None, This is a closed mortgage,

afoienicntioncd the loan may be paid out in full, should the pTOiHyixiiRsoW to a intlccciiiiaiit. turns length, ron-ielated, nou

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EaaxiBtsq third party. purchaser uocn ore „g,ite Mte3 ;mii pnyinant of one r.jid qi>$ half month;; interesi hoims

RIGHT OF FIRST REFUSAL: liitfi Borrower ictcivct or rteaotiaus an ORy;. M J'n«-lwy;.n9

interest in ths Property from or with a lhi-«l nartv tieaUrt? »i aiUi!i.i<3IiSll wilh the, Bw;swsy1.jluiiiia.,th« JfiCiU of.fe Loan or biiv extension thereof. tirr Borrower bqfnre^-raej&rig rgch Offer shall give the Lender a true copy of said Offer and the .Under •shall have 3 clear ilavs from receipt thereof of the aiul t-we cony m whkh ta rive an offer to purchase the Property a; die sime, price and uoof. the same terras.

SECURITY; The Lender shall be provided with the following as security for the Loan and all other obligations aFthe Borrower to the Lender.

(a) Charge registered against title lo the Properly

(b) Security interest (by way of Chattel Mortgage, The Lender's form of General Security Agreement or other instrument required by the Lender or its solicitors) having fijst priority over any and all personal property now or hereafter owned by the Borrower, and any and all property used In connection with or arising out of the Property, including without limitation, all inventory, machinery, apparatus, plant, furniture, fixtures and vehicles now or hereafter situate at or used in connection with the Property, owned by the Borrower or Guarantors, ail book debts, cash deposits whether at a financial institution or otherwise, and accounts now or hereafter due, owing or accruing from the Property, all books, records. Financial statements, and other documents of title, all contractual rights, insurance claims, goodwill and all income, monies, receipts and profits of any nature or kind whatsoever now or hereafter arising; such charge shall also include the Lender's standard Receivership clause, including the right of the Lender to appoint any person or company to be a Receiver of all or part of the charged Property and such Receiver shall have all the power of the Lender hereunder and shall have power to carry on the business of die Borrower

(c)T|ie Lender's form of, unconditional and unlimited covenant and guerantee oF all debts and liabilities owing by the Borrower to the Lender signed by Mr. "Naked Suleman and Mr. Musa Suleman:

(d) The Lender's form Postponement and Assignment to the Lender of ail present and future debts and liabilities direct or indirect, absolute or contingent, now or at any time hereafter due or owing from of the Borrower to Mr. Naheei Su'eman and Mr. Musa Suleman or any other shareholders or any related parties.

Page 3 of 14

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(a) Assignment of Insurance Proceeds in accordance with the p.ovssions sal forth herein.

(!) Assignment of the Borrower's rights and interest (but nol the 3oi sower's ooligattons) in a!) documents, permits, construction and other contracts, project plans, specifications, working drawings, budget and schedules For the piovision of mateiiais, equipment. and scrv ccs to the Property in connection vvitn the piojoct and servicing and construction of the Property and the Borrower's obligations imdsi any Agreement of Purchase and Sale .

[g) Assignment of tire Bar rower's rights and interest (but not t ie Borrower's obligations) under any Agreements of Purchase and Sale with 2 i 22763 Ontario Inc.

(it) Such other documents, instruments, agreements cr things required or contemplated by this Letter of finance oi any other legal documentation reasonably considered necessary by the Leitdsi's solicitor.

(t) Undertaking executed by the Boirowsr and Guarantors, agreeing to complete the Project and to fund, from their own resources or construction loan monies, costs not included or ail costs in excess of the forecasted expenditures as budgeted for, as soon as such_overruns arise and are reported to or are identified by the Lender,

(j) Assignment of Interest in Prepaid Levies and other deposits

(it) PPSA registrations

(!) Such other documents, instruments, agreements or things lequired or contemplated by this Commitment or any ether legal documentation reasonably considered necessary by the Lender's soiicitoi

ADDmTlONAL SECURITY:

!. Gcneiol assignment oF icnts and any income or profits arising from or in connect-on with the Properly and the Agreement of Purchase and Sale between the Borrower and Purchasers.

2. Assignment of nil insurance policies relating to the Property.

3. An undertaking executed by the Borrower and Guarantors to fulfil! all obligations pursuant to the Agreements of Purchase n.td Snis.

4. Evidence of Commercial General Liability Insurance with the Lender noted as additional insured and loss payee.

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S. Deficiency Agreement nr L ''diiij/.eplefMslirnaii f,f co.>t overi tins

'-'e.vio.Substances Warranty a.id InchrrinU

LOAN APPLICATION FEE: Waived

COMMITMENT FEE: 2 0% of the Principal amount of the Loan is earned upon

acceptance and cxecut'on of this Agreement, eaici on firs; hd-VMce,

LOAN SOURC1NG FEE. 2 0% of the Principal amount of the Loan is earned t.pon

acceotarce and execution of this Agreement, paid nn first advance.

The Borrower and Covenantors acknowledge and agree that forthwith upon acceptance of this Commitment, Use. ua-.risi shah be deemed to have earned its non-refundable commitment and loan smutting tee (the "Pea") representing compensation to the Lender far its efforts and expenditures by irs officers, agents and employees in the review and study of documentation pertaining to this transaction, review af appraisals, credit reports, financial statements and ether data and physical inspections of the subject matter of the Security Documents. The Borrower and ths Covenantors hereby irrevocably direct the Lender's solicitors to pay from the closing proceeds the outstanding balance of the Commitment Fee.

if for any reason directly attributable to the Borrower's actions, the ffiinsnesiQit contemplated herein is not completed, all fees, including, the !'omirutmciH Fee and Loan Sourcing Fee, legal Sees, disbursements and all applicable taxes shall become due end payable, mid the Lender may recover the same from the Borrower and the Guarantors r.s liquidated damages and not as a penalty.

LEGALE PROFESSIONAL FEES:

CLOSING DATE-

CONSTRUCTION:

All legal and professional fees including applicable taxes for arranging and administering this Loan are to be to the account of the Borrower.

As soon us may be agreed upon.

The loan will be m strict compliance wish the Construction Lien Act of Ontario The Charge shall contain provisions making the Borrower liable for all of ths Lender's and Brokers fees, costs and expenses, of any kind whatsoever, arising from any claim under the Construction Lien Act of Ontario

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if nnv construction or other hen (hereinafter ca1 ted the "Lien") is fded against 01 registered or. title to the Charged Pioperty, pursuant to the Constinotion Lien Act c" Ontario or any legislation thereto, the Bosrower shall be responsible for all costs and expenses incurred by the Lender by reason of filing ot registration of the Lien (including legal costs and disbursements cn a solicitor and client basis), which costs and expenses shall be added to and deemed to be parr of the Lien, in the Lender's own and absolute discretion, all at the. cost and expense of the Borrower, including the retention of solicuois by (he Lendet, the settlement of any claims made pursuant to the Lien and / or the defence against any actions, applications and / or other legal proceedings commenced by the claimant tinder the Lien The Borrower acknowledges and agrees that no steps taken by the Lander to deal with the Lien as aforesaid shall constitute or be deemed to be a waiver or condoning by the Lendet or the use of any monies secured by this Charge in contravention of this provisions contained herein

(The Lender shall not be responsible or liable to the. Borrower or to anyone else where either theic has been Insufficient work done or material supplied to lite Chargei Property, 01 that there have been insufficient funds held back to complete the contemplated construction.

The Lander shall have no liability whatsoever to the Bonower or to anyone else as a result of advances made by the Borrower relying in whole or in part upon such persons or entities providing services including, engineers, or architects, or similar professionals )

REPRESENTATIONS & WARRANTIES:

The Borrower represents that it Is the registered arid beneficial owner of the Charged Property as herein before described or will be so at the time of the advance of funds. If is understood, the Lender has entered into this agreement based on representations made by the Borrower and, if at any time, there is or has been any material discrepancy or inaccuracy in tiny written or oral information, statements, or representations heretofore 01 hereafter made or furnished to the Lendet by or on behalf of the Borrower or Guarantors concerning the security or the Borrower's ot Guarantors' financial condition and responsibility, then tits Lender shall be entitled in their sole discretion to withdraw or cancel any obligation hereunder and decline to advance funds, mid in addition to forfeiture of all Lender's fees, the Borrower shall be liable to pay all brokerage fees, legal fees and tlisbtitsemenls as herein before recited.

The Borrower and Guarantors warrant and represent, upon which warranty and representation the Lendet is relying, that the Borrower's obligation to complete the within transaction is not dependent upon any condition whatsoever, ant! that Lender assumes no obligation to assist the Borrower to complete the

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transaction in. any way, except to make available tiie fords c-OiUcmplated by this agreement or as is specifically elsewhere contained in this agreement

The Borrower represents and warrants the following

(a) It is a carpmafton validly incorporated and subsisting tinder the laws of Ontario, and that it is duly leg'steied or qualified to cairy business in all juiisd'ctions wners ihe character of the piopeities owned by it or the nature of its business lunsar.ied mikes such registration 01 qualification necessaiy;

(">>) The execution and delivery of tins Agicuiiiciii has been duly atrhoi i?cd by nil necessaiy actions ami does not violate any law <n any provision of Its constating documents or by laws or any imr.tiimniB shareholders' agreement to which it is subject, or itvmli "m 1 he creation of any encumbrance on its piopeities and assets except as contemplated hereunder; ami

(c) The Borrower and its subsidiaries (if applicable) have remitted 01 paid nil Potential Prior Ranking Claims which are due and payable as of the date uf this agreement, except for icy claims that have been disclosed to and accepted by the Lander prsoi to closing.

(d) That all information contained in the (iocuir.sntaiion provided ro the Lender by or on benalf of the Borrower (including information provided by any of the Guarantors) is now, or Kit relates to the future will be correct in all material respects.

(2) That the Sorrower has full power and capacity to enter into this commitment and to complete the mortgage Loan contemplated by this transaction contemplated herein,

COVENANTS: The Borrower agrees:

(a) To pay all suns of money when due under thus agreement;

(b) To give the Leiidei prompt notice of any breach of covenant or condition of the within agreement and or the Agreement of Puichase and Sale or any event which, with notice or lapse 0" t.me or both, would constitute, breach:

(c) To file materia! tux returns which aie or will be required to ba (lied, to pay or make provision for payment of nil material taxes (including interest and penalties) and other Potential Prior-Ranking Claims including the timely remittance of all employes sooice deductions and any other taxes which are or will become diia and payable aid to provide adequate reserves for the payment of any tn.x, the payment of which is being contested;

(d) Not to dispose of shares of any of the Borrower company or any of its subsidiaiiss;

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(?) Not to grant, create, assume or suffer to exist any mortgage, charge, hen, pledge, security interest, including a putchase money security interest, or other encunibiance affecting any of its properties, assets or other rights;

(f) Met to sail, transfer, convey, lease 01 otherwise dispose of any part of its property or assets, without the prior wi iiten consent of the Lender;

(g) Not to directly or indirectly, guarantee or otherwise provide for, on a direct or indirect or contingent basis, the payment of any monies or performance of any obligations by any third party except as provided herein;

(h) To give the Lender immediate written notice of any intended change in the ownership of shares:

(i) To place, keep and maintain insurance on the Property and ail improvements thereon, in such amounts and with such deductibles as would be carried by prudent owners of- similar projects. The types of coverage, form, and content of such insurance policies shall be subject to the approval of the Lender, acting reasonably;

The Borrower and Guarantors covenant with the Lander to pay ail insurance premiums, Tor ail insurance coverage when such premiums are due and payable, and to maintain such insurance from the execution date of this ogreementuntil such time that the Borrower remains liable in its capacity as owner of the Property or project lands.

The Borrower and or the Guarantors shall notify the Lender in writing by registered mail at least thirty (30) clays prior lo the cancellation thereof of the above noted policies. The Borrower shall furnish to the Lender standard certificates of insurance and Shall provide written evidence of the continuation of such policies, not Ies3 than ten (10) days prior to their respective expiry dates.

Q) Not to change its name or merge, amalgamate or consolidate with any othct corporation; and

(k) To comply with all applicable environmental laws and regulations; to advise the Lender promutly of any Action Requests or Violation Notices (as such terms tire defined under the Environmental Protection Act of Ontario) received concerning any of the Borrower's property-, and to hold the Lender harmless for any costs or expenses which it incurs for any environmental-related liabilities existent now or in the future with respect to the Borrower's property

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A \ il—I

against the properties/security, subject to existing registered man gagas or as may ba further aareeq ro by the Lender. Atty additional eneuinbiaimes registered shall be deemed a default under the terms of the loan.

II lr is a condition of this financing that all existing mortgages payments are paid to dale and that the mortgages are in good standing on or before the date of funding and it is further agreed that the Borrower shall remain current at ail times with any and al' interest paymairrs and that all the existing mortgages shall bs kept in good standing throughout the term of loan, failure to do so shall be deemed a default on behalf of the Borrower under the terms of this Loan.

12. It is a cond tion of rhis financing that all realty taxes and other levies are paid to data, or to be paid in o manner acceptable to lite Lander on or befoi e the date of funding and 01 thereafter and it is furtho agreed that the Sorrower shall remain current at all times with any and all realty tax payments throughout the term of loan failure to do so shall be deemed a default on behalf of the Borrower mder the terms of this Loan.

If there is a default with respect to any of the terms and conditions herein or on any other charge on the Security that is not remedied within ten (10) days, from the date, of default, this Loan will be deemed to be in default. The Borrower and Guarantors irrevocably herein appoint die Lander with the Power of Attorney allowing the Lender to take ail necessary steps to protecr its interests in the Security as provided for m this Agreement, including its interest in the Agreement of Purchase and Sale and to pursue the actualization and entitlement to any and ail unpaid, principal amounts and interest payable by the Borrower, deemed due and payable on the occurrence of any default; either by way of disposition of the Property or fulfillment of the Borrower's obligations under the Agreement of Purchase and Sale.

ENVIRONMENTAL REPRESENTATION; The Borrower warrants and represents, covenants and agrees

with the Lender (which representations, warranties, covenants and agreements shall survive satisfaction or release of the security for the Loan or extinguishment of the Loan that in the avsnt or its nominee becomes owner o" the property upon default) that:

The Borrower and Guarantors will indemnify and hold harmless each of the Lender and their respective directors, offkeis, employees and agents in respect of any costs, losses, damages, expenses, judgements, suits, claims, awnids, fines, sanctions and liabilities whatsoever (including costs of expenses of defending or denying the sitirc and Including the costs or expenses for preparing any necessary environmental assessment report or such other reports) arising out of, or in respect of (i) any telease,

Page i I of LI

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WAIVER-

WHOLE AGREEMENT:

SEVERABILITY

CONSENT OF DISCLOSURE:

CORPORATION.

deposit, discharge, or disposal or nny Hazardous Substances m connection wi'h the Bonmver's property, and {!•) tie rimadutt action (ifaayj taken by the Lender and/or the Lender in respect of such release, depose, dischaigr. or disposal Fin greater clarity, this iseieainiry shall survive ills repayment or cancellation oFtlie subject Loan

Any waiver by the Lentier of any dir'nnll by the I !<;i rreva or any omission on the Lander's pad, iu urtjw.es of any tlcimth by the Borrower shall not extend to or he taken in any manw.i whatever so affect any '•.tibneijiieii! default by Ihv Ursinr.vcu o; t ir. nglns resulting From it The Lendei may waive any .'.nnditinn precedent 10 funding but the waiver shall not prejudice any subsequent enrnrceme.nl of the dominion.

This agreemant, the security and ary other written agreement delivered pursuant or referred to in this agreement constitute the entire agreement between the parties in respect of the Loan.

if any portion of litis agreement is or becomes prohibited or unenforceable in an jurisdiction, such urohibdion or unenforceability shall not invalidate or rcndci unenforceable the provision concerned in any other jurisdiction uoi shall it invalidate, affect or iimair any of the remaining provisions

The Borrower hereby giants permission to any entity having information in such entity's possession relating to any Potential Prior-Ranking Claim, to release such information to the Lender upon request, solely for die purpose of assisting the Lender to evaluate: the financial condition cf the Borrower, The foregoing permission shall remain in force ns long as the Lean contemplated vvillfm this agreement remains outstanding.

If the Borrower and 0" either of the Guarantors is a corpoiats entity, it shall provide Articles of incorporation. Certificate of Non-Restriction, Certificate of Status, Directois Resolution and an incumbency Certificate, all in a form satisfactory to the Lender,

TIME OF ESSENCE Time shall be of the essence in all respects,

MOT ASSIGNABLE:

SURVIVAL.

This Commitment Letter is not assignable without the Lender's prior written consent The terms and conditions of this Commitment Leuci set forth the snore agreement between llie parties. The Letter of Finance shall survive the execution and cegisiralion Q-r ail security documentation. There shall be no mergai of these provisions or conditions with those contained in the mortgage 01 oilier security provided that in case nf a conflict between the. provision!.' "eicof and of any of the secttnTy documents, Use. Lender may elect which piovisitm shall prevail

Paga 12 of 14

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GOVERNING LAW: The agreement constituted by (ha Borrower' accent,1.tics or this

Commitment Letter stall pe governed by the Laws of Ontario.

LENDERS SOLICITOR- The Lender shall use 3 solicitor of its choice.

This CominitmCiiC shall be null and void unless a copy of In is Commitment Letter is sigtec! by (he Borrower, under corporate seal where applicable, and relumed to our offices by not later than 3,00 p.m. May 25, 2011

SinivucN, ' )

| r" Russ Giajmottfl

I/WE HEREBY ACCEPT THE ABOVE NOTED TERMS AND CONDITIONS, SIGNED AT TORONTO, THIS ,DAY OF _ _ . .,2011

2122763 Ontario In

Per: Mr. Naheel Smerr I have the authority to

Per:, Mr, Naheel Suiemaj I have the authority to b.

Pag! 13 QT14

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Pan, M-\ Naheel S; I have the million! <1 bind \ju> j'ii'ixiitirion

SK.S Associate Invi:.s'tililr.l':,!rf

Per nave the authority

682193 Ontario Inc.

Per , Mr. Musn Sulemnn President, I have the authority to bind the Corporation

MNR Consultants Inu.

Pen, Mr, Musa Suleman President, I have the authority to bind the Cure# a'ton

2096553 Ontario Trie,

per; Mr. Naheel Suleinsy^ r 1 have the authority to b/nd the Cot

1I7Q359 Ontario Inc.

Pen Mr, Musa Suleman, 1 have the authority to bind the Corporation

Mr. Nnheel Suleman

In his personal capncj'y, asJCovf^aiiioJ

Mr. Musa Sulemnn

11 his personal capacity as, Covsnantoi

Page M cf 1-1

i

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THIS IS EXHIBIT "C" REFERRED TO IN THE TRIAL AFFIDAVIT OF RUSS GIANNOTTA

SWORN BEFORE ME T^^ DAY OF FEBRUARY, 2015.

A Commissioner, fettx

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'-y Kegis?i?'?a tis PR22553f 1 ' < *,

P.-noews

Cans/deration

Applicant 's!

Party Tots i

Sfjfe/ni'nfs

Signed By

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MORTGAGE AMENDING AGREEMENT

3E rWEEN-

2122763 ONTARIO INC. arc Chargor i

3"d

DIVERSIFIED CAPITAL INC. ">& 'Chargce i

WHEREAS ""e Coarse gave a crane-,Tir»gaiB 'c Change «vrsr, Cra"c;o'Mcgg?g? >v3s cg.s's-ea c Eaele—oer 22 2C" as Irsmr-er' M/rco- aR223'.6D5 .Vi Charge :

AND WHEREAS C-atgor a"j t'*e Charges v. s" n are-d *"t C-are ami "a.® j-';-?: -• •, — •- Acs-;- n* ire rareose

NOW THEREFORE r ;o«s Jci" n c' ***e —erai so.shorts rarer ceria-sc ?-s *"e ,.3,"'0" ot 'e~ i; 3-s S'C CCi c/ sre Cra-go- :c tie Cranee 're '~_-.ee: an sir eerr.. c

-• c" is -erecs -p.,•, edged re canes -sreio agree as (c, o.-,s

-•--3 C-VTCE s l'e'«, aneraee as'o 2,vs

liLCs. P- -r ea S - z~C:r: tZ

-Crii H- -c ca 32 3*21 220 20

i a *cs,3ec*$ 're cases -p'stj came- r,a; <re tor-!- nscj corn: one .-cmirr... -" afa-asa c Charge *sna ® _-ar emeo am o iu > >o<ce ana a'r'ec,

•t C"3'gc- re*to> "vena*: •.*.<•: re Cnarges la oe, "*e sa a e< nccal as set co! he er I *O .-herbs' a* ;i-e rare as set CJ; P tre C-arge > I IN CAME' 3T ccrte-naiatej . I :-s C'*arge ate ar, ar.s a. seor *v documents D'cvded c. tre Charger n tre Cra-cee re atec —c-e;o sn » -.eeo ccse've cercr- ?tc 'uTi a. :-e co^ena-its rra.-sas ana

sons reo in re sa a C-arce

*2 ~*>< sag rat -c'.n ng ~e'e n :c-3.rso snari a-fcct or cvejua cc ire -•g-ts c* re C-rrcee as -.gees'" a C"3rgcr c as agars: am ear, is she C-a-ge c as aga-rst art, SJ»?*, r cine-ce'Si" .*,-cr-s:eve' 'c 're sect c* an ca1 tre'ec* c as agansi an, sc'Tre-ai J. -a" 're 0 -aree ma,• m\v ci ne'eatter -a d aga r.s; re sec: 3' an o;r re-eof

'"Sv r-r v, ;-t: n;r -g -a •r* scrtsrac sr3.l or, '"en-.-* a* r'-r re • ;* *•: c* •-e Cnres as aga rs' 3", s.-osecuert encjr-cr3"cer or t'N' ae-scr "errea - *r-a --.-a' rcet, "sr arvs: '"e • ac . */ c* a**/ pen,;;- *C 3 .cr*. peretc rre —a, te acie ;s tar r® SJIO C'la/gs "C"e/ :r ;re n^'s ;• a-v seen p-rssn ?,i c' ,vr.n "gtts £'« he*er,v *s-se .-ed

m.; co. =ors o* *i'S ssLrnmit *3"ali eto ana oe- cr.si.-g _C5- *ne e.ecjtors -to™ s-cors sactesscs assg-.s ::f each par.-, ar:i ai> covenants laC res art rc g.r :~s s-a i ce c arte ssvcai

2 2- > Agree-nert "ray oe e'=c_,iec are ee! .=-a*J " cou-te-rars 3™s a >, s_c-- :..—er?T rav ce oe ,e'0S »- 's o'g.na ':r oi Dy tacsim « ransc ssrs- ars ea-r- c' A.-C- A-TJT mc.rss A-J oe >«M sra! re JEC-SA r ;= ar, c g oa 3rd s_sr :o.r.:o'ra':;t *oger~' sr» I ;C"s: ore aro "o sane Ag-esce-t

BALANCE OF PAGE LEFT INTENTIONALLY 3LANK

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THIS IS EXHIBIT "D" REFERRED TO IN THE TRIAL AFFIDAVIT OF"Rl)ISS,G]ANNOTTA

SWORN BEFORE ME T^S/iT DAY OF FEBRUARY, 2015.

A Commissioner, yfc.

V)

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t^Ontario

lARCfcL FLGtSl-P t»\&HTV2AIFnj FCf I-RGIUrtY I.'ENHCltP

ServiceOntario LAND kroi rTRV orncF tiit * 'tempied IN AC<

1-* 2*1-Mi 2 ili 5

PAGE i uF I PHLTAHLC FOR R', Lf.y.4».Ht» ON ^ f J14 / 10 / >0 AT U <tf.

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iLUfLXl X£Ill[Ui]Tic,y, J 4 4, HOP S WDTfTOR-T-T } DLi) FT 1, 4JKjl0h't,- ;m HP Hits LSSAUGA

"HKRIY ITMAREP. IMk/'-'JA. IFTttf;

FEE Li MILE LT r',f.,-OLir7c li.VZ i\W W,' UWt.i ii;.:?' ^ Ontario INO

FOR THE VUFI'Ost 0* Tiit QUALIFIER THE DATE UF REui i» U AT JON OF ABSOLUTE TITLE IE iUOt.' l»J U FnTf'ILX. kE EfJIKx FP-45 HSBJ OC-4

CAPMOXY illA&£

L'XiXWtJ o N DATE. JOOF-lO/1i

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**• DLECICD AQAINDT THIS I'KUL-L'KTY *-« ULNS HOLDINGS (HIS'UlEAU-JAt INC

' + * DELETED fctlMHST THIS 1'hCPEklY •"* LLKO HOLDINGS miSblS'AU'GAj J NO.

w* EFLSTED AOAINLT '.HI.; PROPERTY '** DINS HOLDINGS (MILS i. V,AOGA? TNC,

»*• DFLETFt) A'JAIUST THIS PRCPFETY :oyni onimuo INC.

"•» DELE*I&L1 (vOAEHST THIS ITiDPEPTT DI SANIO, 0LNHAU0 RYNfUEO, MAFIA DLNS HOLOTIVOS tMJSSlSSAUJAj INO DLHS INVESTMENTS INO

««* COMPLETELY ttLiTJ Lit DLN"> HOIuDIKGE {FiSSI^SAIkiA} INC

r-i. WU KJ -\A i Ri P/???/

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:OrHiiT ONIEvFlO INC

KCAP P INAUt.'IAI ruRTOSATrON

HCA? flNANClr.L CDKFCFAT tO.'J

MTAP FTNANriAL CORf^jk AI Icil

KCAP FINANCIAL COFPOkA.1 I«>M

»MCAF' FINANCIAL OORfkTtATICN

r^TE /u^UNTNC PROPFRTIKs HE INVFSTIGATED TO ASCFKTA1N DF'H'ETPTIVE INCOME ISTEHCILL. IF ANY, liSTH DF-K'R IFTION REPRESENTED FDH THIS PFOPEh IT. NOTE • FNSITRE THAT YOUk FK INTOliT STATES THE '201AL HCWuER Or PALES AND FHAi YOU HAVE PICKED THEM ALL UP

<J7

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rv iS**Ontario

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Ontario PARCEL fcFi.il NTER i ASL'RKV I'ATFO); I-'OH PKOtTliTV I SLOT] K LEE

ServiceOntario LAND RH<>! ST BY OFFICE *4.5 • CERTIFIED

nitt3-£!S63 U.T)

TAOK e. OK C PREPARED FOR ROhayamm ON ^014/1?./}C AT 14.Of;

iH AC't'ORO'ANrr yiTH THE LAND TITI-FL ACT » LULJtlCT TO RETT P. VAT 1 OJiS IN CROWN ORAl-H

REU. NUM. DATE INSTRUMENT TYPB j AMOUNT | PARTIES F20M PARTIES TO ! CKRT/ CLLKD

t KFS a 7 y>4 iDU/U/iO CHAHt.T' | SB,YFO.OODj 21237hX ONTARIO INC. V.S. CAP HAL CORPORATION | C

HOTK. nO.JOINING KKOKPRT' OS SHOULD HE INVEST IGATE:) TO ASCERTAIN OKSCK1 FT1 CD INCONSISTENCIES, XK ANY, WITH DLSCRI I'T ION KFJr RESENTED KO* THIS PROPERTY. NOTE i'NSULP THAT YOUR PRINTOUT STATES THE TOTAL NUMBER OK FACES AND THAT YOU HAVE KICKED THEM ALL UK.

cn -U-

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THIS IS EXHIBIT "E" REFERRED TO IN THE TRIAL AFFIDAVIT OE-RHSS GIANNOTTA

SWORN BEFORE ME THUS DAY OF FEBRUARY, 2015.

A Commissioner>etc.

P\QrK^x,Xd ^ 1

\

Page 32: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

L.

Pay Out Statement: Hush Lot # 2 - Silverthom Mills: 13-Auq-12

Purchase Price 980,900.00

Less: Adjusted HST 45,782.86

Deposits 91,090.00

Legals 1,800,00

Realty Comm 11,371.96

Balance Due on Closing 830,555.18

Pay Out Statement: Hush'Lot #13 - Silverthom Mills: As per Stmt of Adjustments

Purchase Price

Less: Adjusted HST

Deposits

Legals

Realty Comm

Balance Due on Closing

1,079,900,00

58,278.00

107,990 00

1.800,00

13,798,75

898.033.25

Purchase Price

Less: Adjusted HST

Deposits

Legals

Realty Comm

Balance Due on Closing

Shortfall on Closing

1,170,974.99

58,278.00

607.990.00

1,800,00

13,798.75

489,108,24"

408.925.01

Pay Out Statement: Hush Lot #1 V Silverthom Mills: As per Stmt of Adjustments

Purchase Price

Less: Adjusted HST

Deposits

Legals

Realty Comm

Balance Due on Closing

1,311,375.00

75,914.00

196,706.25

1.800.00

16,692.19

1,020,262.56""

Purchase Price

Less: Adjusted HST

Deposits

Legals

Realty Comm

Balance Due on Closing

Shortfall

1,430,274.21

1,311,375 00

113,899 21

901,363.35

Total Shortfall 1,310,288.35

Page 33: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

Rc: URGENT! Page 1 of

From: diversifiedcms <[email protected]>

To: nahaei <[email protected]> Bcc: d <[email protected]>

Subject: Re: URGENT!

Date: Fri, Aug 10, 2012 2'53 pm

Naheel:

The default at Lanston which means cross collateral at Silverthorn is offside and has been for too long. I have cried wolf too often.

I confirm that I am not in agreement, with what you are proposing. Please understand we were to have received that pay down on Langston just as good faith and I have not heard back as to the status today.

1 have scheduled a meeting for tomorrow morning to go over this with the Lender. This is all that I can confirm with you today. If I can come to some agreement with the Lender to acquiesce in some form my objective is to get Lot 1 and 13 closed, move the collateral on AvaSon.

( Please when referencing the shortfall in the closing funds please do not suggest that this is the case because no additional advances in construction funds. This is not the case. If you were to add the monies taken as deposit and add them to the advances made by us the project would be fully funded on the loan, on only 5 homes almost completed. If the funds were used elsewhere as well then that is another story.) Just thought I needed to point this out in relation to your comment about having to take all the deposits monies. Having said this the result would be additional equity infusion required by you.

I will be back to you asap. I tried for today but the lender is at the cottage.

— Original Message From Nahee! HUSH graheeYTinusn ca> To: Russ ([email protected] <tiiversificQcrr:s'S)aoi corn> Sent: Fn, Aug 10,2012 "12:35 pm Subject' URGENT'

The buyers for Lot 13 at Silverthorn are wanting to close thesr home TODAY and we can. They are very anxious. We have prepared all the necessary information and closing documents to ailow for this. We need you to provide the discharge as per the statement of adjustment prepared.

From the discharges outlined to you from Mike's email - we all understand that we are short - specifically on lot 13 and 1.

it is important to understand that the project for the last two months has not been financed by you because of Sot 1' shortfall - we understand. Still, we managed to complete construction of lot 12 and 13 to almost 98% allowing 12 to close and 13 to be ready today.

The funds for these homes to get to closing came specifically from a further deposit from lot 13 - which is why the discharge amount is much less then the others or planned - they have effectively funded the last two months to get them to closing 3ecause of that we really must close their home as this was part of their condition in giving us more money - and the monies given went right into construction.

hUps://nmil.aol.eQtu'3 8865-418/aol-6<en-ea/tYuul.-PriruMessage.aspx 24/12 '20

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Re: URGENT! Page 2 of 3

If lot 1 wasn't offside, you would have funded the last two months and we wouldn't have had to get further deposits from these buyers - so, we are really not offside with lot 13. Their closing amount is of a lesser amount because they funded construction on their home in the absence of construction draws.

I hope this makes sense.

Therefore, we are really only offside on Lot 1. In light of this closing, and the closing of lot 1 next week -1 have given some thought to this and think I may have something that might be acceptable to you.

I have got verbal confirmation from them (as we met to go over the statement of adjustments yesterday) and they have confirmed to me that they will REINVEST the SIMM back with HUSH, They are ok with putting their collateral charge or, Silverthorn (a S500K increase to their current S2MM that they are waiting for you to sign off on the postponement), as we!! as an increase to the charge they have on my Avalon site

That $1 MM can be put back into HUSH.

I need 5250,000 for fees, interest reserve and some funds needed for other other projects. This leaves $750,000 for Silverthorn.

I would like to use $500,000 to pay down trades for August and older invoices on Silverthorn SPECIFICALLY as I don't see us having a construction draw for August. We can then look at a paydown of S250.0Q0 directly to you. I am then assuming that we will be able to continue our construction advances for September 2012.

As for Langsion Hail -1 am working on a refinance of my Avalon site that is already approved. The lender is simply waiting for us to get an updated appraisal amount that I am 100% confident on as we just did the same at Coronation. Upon this financing, I will be in a position to deal with Langston Hall with excess funds, i plan on having this resolved by September.

I NEED YOU TO PLEASE CONSIDER AND ALLOW THE FOLLOWING:

1. ALLOW FOR THE FULL DISCHARGE OF LOT 13 TODAY WITH THE UNDERSTANDING THAT THE CLOSING FUNDS IS SHORT BY $500,000 BECAUSE THE BUYER PROVIDED FUNDS TO SILVERTHORN TO COMPLETE CONSTRUCTION IN LIGHT THAT WE HAVE NOT HAD ANY CONSTRUCTION ADVANCES AND HAVE NOT INCREASED YOUR CONSTRUCTION LOAN SINCE OUR LAST DRAW FOR APRIL PAYABLES. AGAIN, WE NEED TO DO THIS TODAY.

2. ALLOW FOR LOT 1 TO CLOSE NEXT WEEK. WE WILL THEN RE-INVEST $750,000 BACK INTO SILVERTHORN ($500,000 DIRECTLY TO TRADES FOR JULY/AUGUST PAYABLES + $250,000 PAYDOWN). PLEASE KEEP IN MIND THAT ALTHOUGH IT IS A SMALL PAYDOWN - WE HA VENT INCREASED THE CONSTRUCTION LOAN BECAUSE OF THESE DEPOSITS FOR THE PAST 3 MONTHS -SO IT ALMOST WASHES.

3.1 WILL COMPLETE MY DEAL IN AVALON IN SEPTEMBER, WHICH WILL ALLOW ME TO HELP CLEAN UP OUR SITUATION AT LANGSTON HALL.

CAN YOU PLEASE CONFIRM THAT YOU ARE IN AGREEMENT AND GIVE INSTRUCTIONS TO YOUR SOLICITOR TO ALLOW LOT 13 TO CLOSE.

Thanks!

Naheel Suleiman. CA President Cell: (416)993 3037

https://raail.aol.com/38865-418/aol-6/eri-ca/maiLTrinLVtcssage.aspx 24/12/2014

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Re: URGENT!

email: miln'cl i t btish.c;»

Paae3 of 3

HUSH Sue www.hush.ca Communities and Fine Homes

75 Internationa) Blvd. Suite 4Q0, Toronto, Ontario, M9W6L9 Tel: (416) 987 6500 ext 404, Fax: (416) 987 6515

This email and any attachments ate strictly confidential If you ata not the intended recipient, plsase immediately nct-fy me sender by return email By forwarding your personal information to HUSH Irtc (hereinafter 'HUSH") you are consenting to its use, collection, and disclosure So HUSH employees. HUSH's privacy policy can be found on our website -nan m

https://niail.aol.com/38865-418/aol-6/en-ea/maiI/Pn.ntMessagtf.aspx 24/12/2014

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THIS IS EXHIBIT "F" REFERRED TO IN THE TRIAL AFFIDAVIT OF RUSS GIANNOTTA

SWORN BEFORE ME THrSW'DAY OF FEBRUARY, 2015.

A Commissioner^!^

(WW %,'rlvco

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Fwd: Marshall Zelir Page 1 of 2

G From: diversifiedcms <[email protected]>

To: diversifiedcms <[email protected]> Subject: Fwd: Marshall Zehr

Date: Fri, Feb 13, 2015 11:18 am

— Original Message From: Naheel HUSH <[email protected]> To: Russ ([email protected]) <[email protected]> Sent: Wed, Jun 5, 2013 4:29 pm Subject: Marshall Zehr

OK - here it is....to close we have options:

1. PREFERRED - You advance the 5200,000 AND reduce the charge by 5150,000 on the first. This will get us the funds to pay all the trades we need to pay so the site can move cleanly without interruption AND MZ will continue to pay the soft costs going forward. OR simply advance us $350,000. This will not affect TB - see below.

2. You advance 5200,000 (as we agreed for $650,000) so we can pay the trades that were planned, and we will get MZ to reduce their requirement to pay future soft costs.

3. You reduce your charge by $200,000 which will count towards equity - but we won't be able to pay the necessary trades to allow the site to go smoothly.

I think we have room to do Option 1. PLEASE!!!!!!!!!!!!!

I also have a question regarding your statement for Silverthorn - you charged us an ENTIRE month of interest for June - shouldn't it be prorated by the days...?

My math:

Current Charge

Application of S1.4M

Net Discharge Amt

STM 5,100

-1,400

$3,700 to be adjusted up to $7,7+ (per your last statement)

Advanced 450 on the final discharge any advance

Net $4,150

Further Advance Reqd 350 the final discharge any advance

Net Discharge $4,500

TB 5,550

1,400 already exists at TB so it will stay

$6,950 not factoring past interest due on the property

0 no adjustment to TB since MZ will repay

56,950

0 no adjustment to TB since MZ will repay on

$6,950

The increase to the net advance above is $450 + $350 = 5800K - which is the difference between $4,500 and $3,700. In other words, MZ effectively overpaid the Net Discharge by $800,000 and you gave us the overpayment.

We don't need to adjust TB since the funds are effectively coming from MZ - you are advancing and getting repaid - so difference from the NET Discharge Amount With the extra $1.4MM you now have TB - you can pick up the past interest and future interest reserve.

https://mail.aol.com/38905-919/aol-6/en-ca/mail/PrintMessage.aspx 13/02/2015

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Fwd: Marshall Zehr Page 2 of2 r •

ic Am I missing something?

Naheel Suleman, CA President Cell: (416) 993 3037 email: [email protected]

HUSH Inc www.hush.ca Communities and Fine Homes

75 International Blvd, Suite 400, Toronto, Ontario, M9VV 6L9 Tel: (416) 987 6500 ext 404, Fax: (416) 987 6515

Ttifs email ami any attacnmenls we smelly coafKfcmba! 9 you are ma ffte Warded recipient, please immediately notify the sender by return email By forwarding your personal information to HUSH toe (Hereinafter "HUSH) you are consenting to its use. collection, and disclosure to HUSH employees HUSH's privacy policy can be found on our website www hush ca

https://mail.aol.eom/3 8905-919/aol-6/en-ca/mail/PrintMessage.aspx 13/02/2015

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THIS IS EXHIBIT "G" REFERRED TO IN THE TRIAL AFFIDAVIT OFJ3IUSS GIANNOTTA

SWORN BEFORE ME'THlS.tf' DAY OF FEBRUARY,

A Commissioner er, sfef t

2015.

hCwdtl bu

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Diversified Capital Inc.

Discharge Statement as at June I,20X3: Hush - Silverthorn Mill Project

Silverthorn Principal Balance $ 4,595,525.79

Total Principal $ 4,595,525.79

PtUS - AS PER NOTICE OF SALE DOCUMENT Add: Interest in Arrears to Dec 11, 2013 $ 92,376.20

Dec 112013 to Dec 312013 (20 days) Jan-01 $ 42,125.65 Feb-01 $ 42,125.65 Mar-01 s 42,125.65 Apr-01 $ 47,104.59 May-01 $ 47,104.59 Jun-01 s 47,104.59

Add Add Penalty for Non Payment $ 126,376.96

Add Unbilled Legal Fees $ 3,589.99 Add Prior Legal Fees $ 9,196.22

Add Costs $ 4,294.00

S 503,524.09 Total Discharge Amount $ 5,099,049.88

Accounting of Silverthorn Discharge

Funds Advanced by Marshall Zehr on Refinancing $ 4,500,000.00

Total Dishcharge Amount, $ 5,099,049.88 rounded to $5,100,000 $5,100,000.00

Less: Credit of $1,400,000 for consideration received at Thorny Brae $1,400,000.00

Net Discharge Amount $ 3,700,000.00

Credit to Debtor: Silverthorn Credit $ 800,000.00 less: Direct Payment June 2013 $ 450,000.00

Direct Payment June 2013 $ 250,000.00

Total Direct Payments $ 700,000.00

Credit To Debtor after Direct Payments $ 100,000.00

Less: Reduction to Thorny Brae 1st Mortgage $ 100,000.00

Silverthorn Credit Balance after Direct Payment & Credit to TB Mtge $ -

Page 41: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

THIS IS EXHIBIT "H" REFERRED TO IN THE TRIAL AFFIDAVIT OF RUSS GIANNOTTA

SWORN BEFORE MBTHISW DAY OF. FEBRUARY, 2015.

A CommissioneK .dlc^^

RCfv£\-\ d '6u k-fcVA

Page 42: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

Thorny Brae: as at July 1, 2013

Principal Amount,

Principal Amount Increase

o/s Interest to July 1, 2013 a/s interest to July 1, 2013 o/s Renewal fee

o/s Fes on Prinicpal Increase ($1,4M)

3 months Interest on Demand

Appraisal Costs

t.eyal Fees

July I 2013

EOb

Per diem interest

5,550,000,00

1,300,000.00

475,027,83 8,995.89

222,000.00 /

\ 10,500.00

152,625 00

7.910,00

1,936.92

Notes

01-Aug-13 {Inl on Entire Amt)

7,797,B90.09

1 ,,J |-1 ^ tl , .1 i I in • "i (In 1, ii— n'J

Nota 2 Advances June 4 2013 Duferral 600,000.00

" Advance 450,000 00 Advance June 25, 2013 Advance 250,000 00

27days 27c!ays 6days

4,882 19 3,661 04

452 05 Interest to July 1, 2013 8,995 89

Note 3 $1.4 miihon principal secured. Interest only on $1 3M

Note 1

Nov 1 2012 5,550,000.00 0.11 50,875.00 5,600,875 00 Dec 1 2012 5,600,875.00 011 51,341.35 5,652,216.35 Jan 1 2013 5,652,216.35 011 - 51.611.98 5,704,028 34 Feb 12013 5,704,026,34 0.11 52,286.93 5,756,315.26 Marl 2013 5,756,315.26 0.11 52,766.22 5,809,081.49 April 1 2013 5,809,081.49 011 53,249.91 5,862,331 40 May 1 2013 5,862,331.40 011 53,738.04 5,916,069.44 Jun 1 2013 5,916,069.44 0.11 54,230.64 5,970,300.08 July 1 2013 5,970,300.08 0.11 54,727.75 6,025,027.83

475.027.83 Auq 1 2013 7.727,058.72 0 11 70,831.37 7,797,890.09

7,797,890.09 0,11 71,480.66 7,869,370 75

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THIS IS EXHIBIT "I" REFERRED TO IN THE TRIAL AFFIDAVIT OF RJJSS^GIANNOTTA

SWORN BEFORE ME THI S LWDAY OF FEBRUARY, y {

A Commissionec^efST'

2015.

Page 44: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

Diversified Mortgage Statement: Hush/ Thorny Brae As at Dec 1, 2014

1st Mortgage; $6,950,000 interest Mortgage Schedule: as at Dec 1, 2014

Opening Int. Mthly Total lnt& Balance Rate Interest Principal

Jul 12013 7.727,058.72 Aug 1 2013 7,727,058.72 0.11 70,831.37 7,797,890.09 Sep 1 2013 7,797,890.09 0.11 71,480.65 7,869,370.75 Oct 1 2013 7,869,370.75 0.11 72,135.90 * | 7,941,506.65 | Nov 1 2013 7,941,506.65 Q.11 72,797.14 8.014,303.79 Dec 1 2013 8,014,303.79 0.11 73.464.45 8,087,768.25 Jan 1 2014 8,087,768.25 0.11 74.137.88 8,161,906.12 Feb 1 2014 8,161,906.12 0.11 74,817.47 8.236,723.59 Mar 1 2014 8,236,723.59 0.11 75,503.30 8,312,226.89 Apr 1 2014 8,312,226.89 0.11 76,195.41 8,388,422.31

May 1 2014 8,388,422.31 0.11 76,893.87 8,465,316.18 Jun 1 2014 8,465,316.18 0.11 77,598.73 8,542,914.91 Jul 1 2014 8,542.914.91 0.11 78,310.05 * | 8,621,224.96 |

Aug 1 2014 8,621,224.96 0.11 79,027.90 8.700,252.86 Sep 1 2014 8,700,252.86 0.11 79,752.32 8,780,005.18 Oct 1 2014 8,780,005.18 0.11 80,483.38 8,860,488.56 Nov 1 2014 8,860,488.56 0.11 81,221.15 8,941,709.70 Dec 1 2014 8.941,709.70 0.11 81,965.67 * | 9,023,675.37 |

Add:

O/s Legals not paid by Hush 55,000.00

Total Owing December 1,2014 9,073,675,35

Notes:

* Outstanding legate need to be updated.

Page 45: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

THIS IS EXHIBIT "J" REFERRED TO IN THE TRIAL AFFIDAVIT OF RUSS GIANNOTTA

SWORN BEFORE METFflSlj^DAY OF FEBRUARY, 2015.

Page 46: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

Hit j WMo< < a a v; „ ( f * ^ , \l*u h

•'Amounts awing to Diversified Capital ' From Silverthorn and Thorny Brag THORNY SRAs FiRST MORTGAGE "HORNY BHA£ 1 IHORf JYBP.Ac PUNNING

I _ „ aiVJir^d $S33,35C j aseumad S2,gas,oaP - 1 jfruUvwmqaga 1 3rd Mortgage

TOTAL

1-Jj(-13 Amount awing on Tfarcvr '2n»c (Pnnitpil!

4 3uvU SivwihsmShartfe'.) Trysitrrcc ip7< on/0-at:

4-Ji«n-ii Farther Advance from Oi/ersmedtpMush "" 23 Jun43 Further Advanre from 'Jiygrsified to HusT

30-Jjn-23 Cutitanair'; Inte-pst from November 2612 to iuy 2013

5.550,000.00 Y __ "V

^550,000 00 j S.S5C.C5C.00

b^D.dCd.OC

• <5* "WW 03

•K3,3tO.OU , 5,15g,Q0C.C3 I

A5a.D00.l3O I s,s:o.aca.c0

«a,300,07 TmrrttVfgc and SiOifec against Ay$yrr,gd Third Vnn Mi's {J:OJCO £?} - y. «I0, J03.C7 |

3ntgrg;t an Ad/anaa if? .une 2H15 li'tf'iiirtia l~ Th^d .Mo-yjagt: jg,S43 2s;<

JS6U4 I S.54a&J5

l-.tttfgil Due ch 2m«and Fee for 3 f/anG-s ?QQ3ATAei.£ r£E 252.623.CC TrsnirGjfedtu ThirdjYsrtgag* j (34?tg?3C3jl

_ 7,2734^.25 7,2/5425 35

"iswsi Feu \A%! Ill 3C0 CD Tramferrea to Third Mortgage '227,000 CO) yf IIJ.BM CO I

AroA'siy Increase to Fnnc.p^ by Dtygrjtfed 10,500.20 i 112,230.00 Arbitrary Appraisal Cost* chmged by Diversited in jU/ 2013 ??'?

l-iyi-23 JJVIQI3 merest {54,727.75)

TOTAL AS ATTHV1E OffSILVERTHORN /THORNY BRAE TRANSACTION MAXIMUM MORTGAGE AS FF.R CHARGE {WITHOUT POST?OA'?.MSNT5)

5,553,000.00 ! S.SSD.odo.SO, SSF3.OGO.CO

54.72745

1,330,203.29 I ?, 727,031.70 z.csa.ooa.co' a,4GD,C36.00

7,553,520.53

7,654,423.95 7.572.330.55

7,727,033.70

7,727.053.70 3,400,003.00

EXCESS OWING AGAiNST SECURED MORTGAGE CHARG (3,2C5.59) (659,731.71) (6? 2,9*1.30) (572,341.33)

Tota» Outstand ng i 5.550.330,00 ' 845,750 42 2,330,2C8.29 1 7,727,050.70 f 7.727,055.70 | t « 1 I I I

l*Au«-l3 Qatsiandmg Compaur,d«ng imprest i SC.B7SCG | 7,762.25 i 12,194.24 79,031.37 | 7,737,890.07 l-5ap'i3 C.itst3n0mi; CnfRROundmg fi'.are5t t 52.34135 | 7,343 40 ' 12,305.31 72,480,55 ' 7,569.370.73 J-Oct*13 OuWasitsmg CompauRder.g imereil 52,31136 i 7.30021' 12.418 71 72,133.30 { 7,841,506.03 2.f,'ov.J3 Outnanaug Corccund ng Imprest 52,283.92 1 74177.67 ! 12,532 SS \ 72,797.14 { 3,014,303.77

1 l-Dec-13 GaTsiandtng Corrpu.md.ne! merest 52,756.22 [ S.OSOS3 ' 12,647,43 i 73.4C4.45 ' 3.037,755.22 ' l-iau'l-t Cutnanding Comutim<is>Z (nearest R.124 50 12.75336 74,137.33 , 8.251,506.13 I l-PaO-il C^tstandmg Compounding imprest 53,736,04 | 6,153.07 t 22,630 36 ; 74,817.47 8,235,723.57 i 2»Vfar»14 Outstanding Commjriding Interns I 54 2=0.24 { 5.174.23 t 22,228 43 | ! 73,501,33 8,312,226.57 I i-Apr-14 CuUtandni Compounding I Hsnwt ( 54 72/ 2a I 3.35a CB' 23.127,53 j [ 75,225.41 i 3,383,422.25

l-Mav-14 Outstanding Ccmso-nd^g Interest > 55,225.42 { 3,425.62 ! 13,237 23 : 76.593.37 8,455.31s.i6 l-Jurt-2.4 Curstanding Compcundrfig Intarest 5S.73S.SS ) SS03.B6 ( 13.333 23 ^ 77.598.7i , 8342,914.29

I i*iui«14 Gutsianuin' Carnccunding Inte'est So,245.50 { S.531.S2 li.48l.63 7S.3iO.OS 1 3,521.224.94 1 1 1 1 j Transfer to 2nd and 3rd Mortgage i |a22,OM.50){ f4,720 01) 215.734 32 8,522,224.54 | I 1 s I 1 j Testa? 0ul5t3ndt»|j as jstOuiy 1,2014 1 5.772,224.54 j £53,000.00 | 2,000,030.00 3,921,224.34 8,621.224 94 j

j j

Total Outstanding 5,771.224.54 655.000 09 | 2,009,000.00 6,622,724.94 3,622,721.94 j i i I

I-AJB-14 Renawairw 222,000 00 - | - 222,8DO UC | i 3,543,224.24 1-Aug-M Outstanding Campoun&ns lntsr?si 54.337.50 7,7*1.67 f 2d 333.33 01,062.90 j 3,924.237 $4 j-Sap-24 u-'titar.din.T CQmpPundmg ir.te'cit 53, *.41.45 7,263 03 ! 18,501.39 i Si,S 05.37 | 9,306,075,81 l-Oct-24 Oytslandin5Cofpat.no ng ir,te*Ml £S.d<3.72 f 7,535.17 ! 13,670.53 j 02,S53.56 | 9,028,642.67 l-*iov-24 CalTta.-ping Campound.fli inicest 1 56,"62.SS | 3,007.31 1 13.S4Z.24 i 63,312.62 : 9.171,5*2 22 a-Dau-IA Oy«nn<jin/» Compsuneiinc imarsjt { SS.dSlUS | 3,081-31 ! 19,0 U.86 S4,076.32 [ 9,256 033.61

I 1 i 1 i i (xxsm&ma&.

\

Page 47: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

THIS IS EXHIBIT "K" REFERRED TO IN THE TRIAL AFFIDAVIT QF-RUSS,GIANNOTTA

SWORN BEFORE..ME

A Commissiorjer.

DAY OF FEBRUARY, 2015.

Page 48: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

A'rourt* Qwi.tg to D ,-efS'hed Capital 'j v5"5' ed » Thory Brae U» Mortgage

at Dei-err cer i, 2014 Per Hush

*

Per Diversified

l. a! DVJ ^,'t

Opening Ba anec- as at duty 1 20t3 7.72? G5S.7Q ? 727,053 70

2 *? 22 14

130 6r4 D "3 24- 53 J'4 321 "~ :l~ "66 22

6* W if ?:, > ~2a 3<r oro Itc 4 2^ 28 453 3 ''- ' 5 *42 • i 85

S 842 224 24 ^ 42:28" 6-i . ;a f s 5

"Gee 1 2014 Go•» **43 8" --~-~"rrT*^— „ \iZ±£~„

7j 53* 3? -TU2C- " '2~ 7o5 TJ 3 ' * "jzr J~ '-2 'S3::~ ? Add 86 • ?rS 3": "*3 T ^ z'-hZl" * 6o'i 3*C 'i 72 4 35 97 *54< 2C6 63 ; ecd 3^ ~3 3 " ' "2 '35 32 "24- 526 61 "2 76" «4 5 0*4 333 r- v 34-,. >: t3 s 1 « "2 -9- '4 1CU303 -? M 464 4= 7 037 '68 73 4 2u "'13 * * 1 • -3 464 45 3 23" "53 22 "4'r s? 4 ;,y A. 6 '0 3 23? 763 22 _ ! ! "4 t2"> 33 S '5~.205 *C *4 8** 4: 8 238 723 6" 3 *£ 926 13 2 ' ! "4 817 -f 8 4 36 723 •>** " > 573 37 s 3'2 225 9* 2 235 ~22 0 ' C 1 s "5 5..3 3C S 4'2 225 S" - - v ? 358 424 23 6 4-2 22- 87 ; r "3 148 4 - ^ 368 422' 13

dyt h- 8 456 '**6 "6 8 183 4P2 28 3 1 * '6 3 ' a 4^51" 2 - 8 538 "2 6 642 oi 4 S3 0 455 3'c *6 - 1 - *•- :JO "*3 6 314 -9

"" 2 31C C 5 £ 62! ?24 94 6 512 tT4 69 0 55 "6 313 75 b 021,224 '4

31 262 9C -Mm* B 621 224 34 '1 -. ^ "3 027 90 9 73 /,2b2 s-4 6; BOSS? 1 ::S223 tr h 737 352 54 "9 752 32 8"s:0^ '5 82 "55 do 9 738,647 67 ! a 783 7T« w 1* SO 433 id 3 ££' 486 -1

ilia ( "

~irt

K^-y >•'*.•>" Ml 3 'QC I). l,*Us>r. tZ 4 ."'p u i>t' ICS a at. r .> ,?i v.wd «, 7J>S 2~z~J!;a ">'%."•>>$' 'C A„g * Cec ' 21'3

> "f*,' .* .2 / v- t "* i> 5222 is2 Id v 32 ^-J*J ..o

<!" I *M . u->^ h v ?« 9.C23.S7S.35 9023 575 33

Add ->s p-, .3t>. H -d"5 a'd * a* i** c Jt.\: 85 ^37 22 4 4 22312

* " c l - " 1 v a " £ * < > * « • * ' * - » . J i J

Total OU5t3nd.-nQ.3S as Dec 1 2014 C .-••'•s.fied ts? Mortgage Charge at Thorn/ Srac 9,073,675.35 9 078 575 35 J-J Ti 'o r r or co""'4C'. Q'"5! -»Do-.e

Nu*s The ea'cuiat on of the amount owing under the Diversified 1st Mortgage oy Hjsn per Mr Suteman s Affidavit SthspQ Wt s fdenfcai to the cafeuiahon as provided by Diversified

Page 49: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

THIS IS EXHIBIT "L" REFERRED TO IN THE TRIAL AFFIDAVIT OF RUSS GIANNOTTA

Page 50: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment
Page 51: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

Zaher Mortgage on Thorny Brae Page 1 of2

From: Naheel HUSH <[email protected]> To: Russ ([email protected]) <[email protected]>

Subject: Zaher Mortgage on Thorny Brae Date: Fri, Jun 21,2013 11:56 am

Attachments: imagaOQI.png (28K), Signed_Commitment_-_2nd_Mortgage.pdf (356K), Visram_Thomy„Brae_Second_$850K_Commitmentfor_Thprny_Brae.pdf (31K), $1.5M_8orrowerjmtg_advance^.8tatement.pdf (29K)

Tha only mortgage document I can find from Zaher on my system is one that was signed back on January 2010. The mortgage was for $1,700,000 dated January 2010 . i have attached it for your records.

We subsequently signed another commitment for $850,000 dated September 2011. Subsequent to that there was another advance on July 2012 brining this to $1,500,000.

The two add to S3.2MM.

According to Zaher's notes to me when we were working out the-new mortgage for Coronation - he claimed that $3.5MM was outstanding plus interest of $500,000.

He promised to send us the new mortgage documents and calculations of the new mortgage for Coronation when he returned from his holidays (as it was a pressure test to get closed and there wasn't enough time to go into the finer calculations). We agreed to make any adjustments to the Coronation mortgage when ha returned.

However, you can safely assume an outstanding debt of S3.2MiVi plus $500,000 of interest, it would be wise to see whafs on title - i doubt Zaher would net make sure the registry was not updated on Thorny Brae.

Russ, it is SO critical that we have funds wired to us on Monday...1 am getting killed today and have simply asked people to hold on until Monday.

Thanks again for your assistance.

Naheei Suleman, CA

President

Cell: (416) 993 3037

email: [email protected]

Page 52: THIS IS EXHIBIT B REFERRED TO IN THE TRIAL AFFIDAVIT … · 18/02/2015  · DIVERSIFIED CAPITAL INC. (hereinafter referred to as "Diversified") is pleased to piovide a commitment

x-Liuiiiy juxac Page 1 of2

From: Naheet HUSH <[email protected]> To: Russ ([email protected] <diversifiedcrns@aol,com>

Subject Thorny Brae Data: Fri, Jun 21,2013 12:06 pm

Attachments: imageOOl ,png (28K)

Checking the charges, Zaher has a second and third for $850,000 and $2,000,000 for $2,850,000. His interest outstanding is $500,000. Total outstanding according to title is $3,350,000. According to Zaher is $3,500,000. We will cieariy adjust our Coronation mortgage accordingly. But as far as you are concerned with his current charges registered and interest owing is $3,350,000.

Thanks.

Naheel Suleman, CA

President

Cell: (416) 993 3037

email: [email protected]

X

HUSH Inc

www.hush.ca

Communities and Fine Homes

75 Internationa! Blvd, Suite 400, Toronto, Ontario, M9VV6L9

Tel: (416) 987 6500 ext 404, Fax: (416) 987 6515 "

Tills email and any attachments are strictly confidential. If ycu are not the intended recipient, please immediately notify the sender by return email. By fbiwarcing your personal informalion to HUSH Inc {hereinafter "HUSH") you are consenting to its use, collection, and disclosure to HUSH employees. HUSH'S privacy policy can be found on our website www.hush.ca

http://mail.aol.com/37834-lll/aol-6/en-ca/mail/PriiitMessage.aspx 21/06/2013


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