ERIE & BIRKETTS DEVELOPMENT LANDS MEMORANDUM OF AGREEMENT

THIS MEMORANDUM, signed October 20, 2013, records and agreement made on June 4, 2013 between Guswhenta Holdings Limited and the Mohawk Workers, on of the sovereign Nations of the lroquois Confederacy. 1. By a Council of the Mohawk Workers for the purposes of the People of the Mohawk Nation at Grand River Territory held October 19, 2013, the People of the Mohawk Nation appointed Ellis Hill, Ruby Montour, Frank Smith, Bill Squire and Caroline VanEvery-Albert as Trustees to sign this Memorandum and to bind the Mohawks and the Mohawk Nation to the terms of the Agreement recorded in it. 2. Guswhenta Holdings Limited has bound itself to the Agreement recorded in this Memorandum as evidenced by the signature of its President Brian Porter. 3. The parties have agreed that: a) Guswhenta Holdings Limited will by quitclaim duly executed and registered on title relinquish, abandon and give up, in favour of the Mohawks, all of its respective right, title and interest and any and all claims it has or could have in, over or against the lots or parcel of land described as approximately twelve and on half (12.5) acres of land described as Block E being all and singular that certain parcel of land and premises situate lying and being in the City of Brantford, in the County of Brant and being composed of PIN 32083-0109Part1 and Plan 2R-6938 (excluding Blocks 13 and 16 Plan 2M1902) b) Guswhenta Holdings Limited relinquishes, abandons and gives up in favour of itself and the Mohawks, any claim that either might have in respect of the property described in this Memorandum or its attachments under any provincial or federal land law or family law legislation and undertakes to-the Mohawks to execute such documents and instruments as may be required to give full effect to the terms of this agreement. 4. The Mohawks and the Mohawk Nation will indemnify and hold Guswhenta Holdings Limited harmless for and in respect of any claims that might or may be made against or in respect of the lands described in this agreement in the future, including, but not limited to, claims by or through the City of Brantford and other governmental authorities. S. Copies of the quitclaims by which Guswhenta Holdings Limited will give effect to the terms of this agreement are to be attached to and form part of this Memorandum. Apart from what is recorded in this Memorandum or

provided for in any attached quitclaim instruments, Guswhenta Holdings limited does not make any assurances or gives any warranty or undertaking of any kind whatsoever in respect of the sufficiency of title to the lands described or as to the nature or the claims that may or might be asserted against them by anyone including, but not limited to, claims by or through the City of Brantford and other governmental authorities. SIGNED & SEALED at GRAND RIVER dated on this 20th day of October, 2013

Brian Porter

Ruby Montour

Frank Smith

Bill Squire

Caroline VanEvery-Albert

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