Exhibit 10.35

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MI DEVELOPMENTS (MARYLAND) INC.,
a Delaware corporation

 and 

MI DEVELOPMENTS INC.

 and 

LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP,
a Maryland limited partnership

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LAUREL LANDS, HOWARD COUNTY, MARYLAND   
AGREEMENT OF PURCHASE AND SALE

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TABLE OF CONTENTS

|                                                    |                           |                                          |  | Page
|--------------------------------------------------- | ------------------------- | ---------------------------------------- |  | ----
|ARTICLE 1
INTERPRETATION                           
|1.1                                                 |                           | Definitions                              |  | 1   
|1.2                                                 |                           | Extended Meanings                        |  | 4   
|1.3                                                 |                           | Headings                                 |  | 4   
|1.4                                                 |                           | Currency                                 |  | 4   
|1.5                                                 |                           | Severability                             |  | 4   
|1.6                                                 |                           | Governing Law                            |  | 4   
|1.7                                                 |                           | Time                                     |  | 4   
|1.8                                                 |                           | Schedules                                |  | 5   
|ARTICLE 2
AGREEMENT OF PURCHASE AND SALE           
|2.1                                                 |                           | Purchase and Sale                        |  | 5   
|2.2                                                 |                           | Initial Deliveries by Vendor             |  | 5   
|2.3                                                 |                           | Physical Inspections                     |  | 6   
|2.4                                                 |                           | Purchaser's Investigations               |  | 7   
|ARTICLE 3
PURCHASE PRICE                           
|3.1                                                 |                           | Method of Payment of Purchase Price      |  | 8   
|3.2                                                 |                           | Adjustments                              |  | 8   
|ARTICLE 4
CONDITIONS OF CLOSING                    
|4.1                                                 |                           | Conditions for Vendor                    |  | 9   
|4.2                                                 |                           | Conditions for Purchaser                 |  | 10  
|4.3                                                 |                           | Non-Satisfaction of Conditions           |  | 11  
|4.4                                                 |                           | Reasonable Efforts to Satisfy Conditions |  | 11  
|4.5                                                 |                           | Separate Tax Parcel                      |  | 11  
|ARTICLE 5
TITLE                                    
|5.1                                                 |                           | Search of Title                          |  | 12  
|                                                    | ARTICLE 6
CLOSING MATTERS
|6.1                                                 |                           | Closing Arrangements                     |  | 12  
|6.2                                                 |                           | Vendor's Documents                       |  | 12  
|6.3                                                 |                           | Purchaser's Documents                    |  | 13  
|6.4                                                 |                           | Taxes and Fees                           |  | 13  
|6.5                                                 |                           | Escrow Closing                           |  | 14  
|ARTICLE 7
REPRESENTATIONS, WARRANTIES AND COVENANTS
|7.1                                                 |                           | Representations of the Vendor            |  | 14  
|7.2                                                 |                           | Representations of the Purchaser         |  | 17  
|7.3                                                 |                           | Survival                                 |  | 17  
|7.4                                                 |                           | Non-Waiver                               |  | 18  
|                                                    |                           |                                          |  |     

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|ARTICLE 8
INTERIM MATTERS              
|---------------------------------------
|8.1                                    
|8.2                                    
|8.3                                    
|8.4                                    
|8.5                                    
|8.6                                    
|ARTICLE 9
ENVIRONMENTAL INDEMNIFICATION
|9.1                                    
|9.2                                    
|ARTICLE 10
PROFIT PARTICIPATION        
|10.1                                   
|ARTICLE 11
GUARANTEE                   
|11.1                                   
|ARTICLE 12
GENERAL                     
|12.1                                   
|12.2                                   
|12.3                                   
|12.4                                   
|12.5                                   
|12.6                                   
|12.7                                   
|12.8                                   
|12.9                                   
|12.10                                  
|12.11                                  
|12.12                                  
|12.13                                  
|12.14                                  
|12.15                                  
|12.16                                  
|12.17                                  
|12.18                                  

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AGREEMENT OF PURCHASE AND SALE

MEMORANDUM OF AGREEMENTmade as of the 7th day of February, 2007.

B
E T W E E N:



OF
THE FIRST PART,


and 



OF
THE SECOND PART,


and 



OF
THE THIRD PART.

WHEREAS
the Vendor is the owner of the Subject Assets (as hereinafter defined);

AND
WHEREAS the Vendor wishes to sell the Subject Assets and the Purchaser wishes to purchase the Subject Assets from the Vendor on the terms and conditions contained in this Agreement;

AND
WHEREAS the Guarantor has entered into this Agreement solely and exclusively to provide a guarantee of those obligations of the Purchaser that arise only by virtue of
Section 10.1;

NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and the sum of $10.00 paid by each of the Vendor and the Purchaser to the other and for
other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1    INTERPRETATION

1.1       Definitions

In
this Agreement the terms defined in this Section 1.1 shall have the following meanings, unless the context expressly or by necessary implication otherwise requires:

"Adjustment Date" means the Closing Date;

"Adjustments" has the meaning ascribed thereto in Section 3.2;

"Agreement", "this Agreement", "the Agreement",
"hereto", "hereof", "herein",
"hereby", "hereunder" and similar expressions mean or refer to this Agreement, as amended or
supplemented from time to time in writing by the parties hereto;

"Applicable Laws" means all statutes, laws, by-laws, regulations, ordinances and orders of governmental or other public authorities having
jurisdiction;

"Approved Contracts" means any Contracts entered into after the date of this Agreement for which the Purchaser has been given its approval in accordance
with Section 8.2

"Approved Leases" means any Leases entered into after the date of this Agreement for which the Purchaser has been given its approval in accordance with
Section 8.2;

"Article", "Section" and "Subsection" mean and refer to
the specified Article, Section and Subsection of this Agreement;

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"Assignment and Assumption of Leases" means an assignment and assumption agreement pursuant to which the Vendor assigns to the Purchaser all of the
Vendor's right, title and interest in and to the Existing Leases and the Approved Leases (if any), and pursuant to which the Purchaser assumes all of the Vendor's obligations under the Existing
Leases and the Approved Leases (if any) so assigned to the extent they relate to the period after the Closing Date, such agreement to be substantially in the form attached hereto as
Schedule B;

"Balance" has the meaning ascribed thereto in Section 3.1;

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or obligated to close under the laws of
the United States of America or the State of Maryland;

"Claims" means claims, suits, proceedings, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses, fines, disbursements, legal
fees on a substantial indemnity basis, interest, demands and actions of any nature or any kind whatsoever;

"Closing" means the closing of the Transaction;

"Closing Date" means February 7, 2007, as such date may be extended in accordance with the provisions of this Agreement, or such other date as
the Vendor and the Purchaser may agree in writing;

"Closing Documents" means the agreements, instruments and other deliveries to be delivered on the Closing pursuant to Sections 6.2
and 6.3;

"Contracts" means any contracts and agreements entered into by the Vendor or by which the Vendor is bound in respect of the severance, development,
construction, management, leasing, maintenance or operation of the Property;

"Deed" has the meaning ascribed thereto in Subsection 6.2(a);

"Due Diligence" has the meaning ascribed thereto in Section 2.4(a);

"Due Diligence Date" means February 6, 2007;

"Encumbrances" means all mortgages, pledges, charges, liens, debentures, trust deeds, assignments by way of security, security interests, conditional
sales contracts or other title retention agreements or similar interests or instruments charging, or creating a security interest in the Subject Assets or any part thereof or interest therein, and any
agreements, leases, licences, occupancy agreements, options, easements, rights of way, restrictions, executions or other encumbrances (including notices or other registrations in respect of any of the
foregoing) affecting title to the Subject Assets or any part thereof or interest therein;

"Environmental Laws" means all applicable federal, state, municipal and local laws, including without limitation all statutes, by-laws and
regulations and all orders, directives and decisions rendered by, and policies, instructions, guidelines and similar guidance of, any ministry, department or administrative or regulatory agency
relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling,
containment, clean-up or other remediation or corrective action of any Hazardous Substances;

"Environmental Permits" means all licences, permits, approvals, consents, certificates, registrations and other authorizations issued pursuant to
Environmental Laws;

"Environmental Reports" means reports, audits and studies of the nature described in Subsections 2.2(i);

"Escrow Agent" has the meaning ascribed thereto in Section 6.1;

"Estoppel Letters" means an estoppel letter dated on or prior the Closing Date in favour of the Vendor from each of the occupants of the Residences,
such letter to be in a form mutually agreed upon by the Vendor and the Purchaser, each acting reasonably;

"Execution Date" means the date as of which this Agreement is made, as set out in the first page of this Agreement;

"Existing Contracts" means Contracts in force on the date of this Agreement, which are listed on Schedule C attached hereto;

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"Existing Leases" means Leases in force on the date of this Agreement, which are listed on Schedule D attached hereto;

"Final Adjustment Date" means has the meaning ascribed thereto in Section 3.2;

"Governmental Authority" means any government, regulatory authority, government department, agency, commission, board, tribunal or court having
jurisdiction over the property;

"Hazardous Substances" means any pollutants, contaminants, chemicals, deleterious substances, waste (including without limitation industrial, toxic or
hazardous wastes), petroleum or petroleum products, asbestos, PCBs, underground storage tanks and the contents thereof, flammable materials, radioactive materials, and/or molds as defined in
Environmental Laws;

"IRR" has the meaning ascribed thereto in Subsection 10.1(a);

"Indemnity Period" has the meaning ascribed thereto in Section 9.1;

"Interim Closing Documents" has the meaning ascribed thereto in Section 6.5;

"Lands" means the fee simple interest in lands and premises having an area of approximately 64 acres located adjacent to Laurel Park in Howard
Country, Maryland, bounded by the CSX rail line to the South, the Patuxent River to the West, US Route 1 to the North, and Whiskey Bottom Road and Brock Bridge Road to the Northeast and East, and
legally described in the attached Schedule A, together with all easements, rights-of-way and other rights and interests appurtenant thereto and any and all improvements
located therein;

"Leases" means any agreements to lease, leases, renewals of leases and other rights (including licences) granted by or on behalf of the Vendor or its
predecessors in title as owner of the Property which entitle any Person to possess or occupy any space within the Property, together with all security, guarantees and indemnities relating thereto,
other than the oral arrangements between the Vendor and the occupants of the Residences;

"Non-Waiver Notice" has the meaning ascribed thereto in Subsection 2.4(b).

"Notice" has the meaning ascribed thereto in Section 12.7;

"Permits" means, to the extent assignable, all the right, title, benefit and interest of the Vendor in any and all licenses (other than pari
mutuel or other horse racing or gaming related licenses), franchises, governmental and other approvals, development rights and permits relating to the Lands in the Vendor's possession
or control;

"Permitted Encumbrances" means unregistered and registered encumbrances, liens, agreements and other instruments affecting the Property which have been
accepted by the Purchaser by notice in writing to the Vendor on or before the Due Diligence Date or have been deemed to be accepted by the Purchaser as per the terms of Subsection 4.2(l);

"Person" means an individual, partnership, corporation, trust, unincorporated organization, government, or any department or agency thereof, and the
successors and assigns thereof or the heirs, executors, administrators or other legal representatives of an individual;

"Profit Participation" has the meaning ascribed thereto in Subsection 10.1(a);

"Property" means the Lands and any and all improvements located on or in the Lands;

"Purchase Price" means the sum of Twenty Million Dollars (USD$20,000,000) subject to the adjustments provided for in Section 3.2;

"Purchaser's Solicitors" means Davies Ward Phillips & VinebergLLP, Suite 4400,
1 First Canadian Place, 100 King Street West, Toronto, Ontario, Canada or such other firm or firms of solicitors acting for the Purchaser and notice of which is provided to the Vendor in
accordance with this Agreement;

"Registration Documents" has the meaning ascribed thereto in Section 6.5 hereof;

"Requisitions Notice" has the meaning ascribed thereto in Section 5.1;

"Residences" means the two (2) homes located on the Property and occupied by employees of the Vendor pursuant to certain oral arrangements
between such employees and the Vendor;

"Statement of Adjustments" has the meaning ascribed thereto in Section 3.2;

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"Subject Assets" means the Property, the Existing Leases, the Existing Contracts, the Permits, the Environmental Permits and all other assets,
undertaking and property, tangible or intangible, of the Vendor, if any, relating exclusively to the Property, with the exception of pari mutuel or other horse racing or gaming related licenses and
any trademarks or registrations in the name "Laurel Park";

"Tenants" means all Persons having a right to possess or occupy the Property or any part thereof now or hereafter pursuant to a Lease;

"Time of Closing" means 9:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as the Vendor and Purchaser
may agree;

"Title Commitment" has the meaning ascribed thereto in Subsection 4.2(k);

"Title Insurer" means First American Title Insurance Company;

"Transaction" means the transaction of purchase and sale of the Subject Assets provided for in this Agreement;

"Vendor Request" has the meaning ascribed thereto in Subsection 10.1(d); and

"Vendor's Solicitors" means Dickinson Wright PLLC, 38525 Woodward Avenue, Bloomfield Hills, MI, USA 48304 or such other firm or firms of
solicitors acting for the Vendor from time to time and notice of which is provided to the Purchaser in accordance with this Agreement;

1.2       Extended Meanings

Words
importing the singular include the plural and vice versa. Words importing the masculine gender include the feminine and neuter genders.

1.3       Headings

The
division of this Agreement into Articles, Sections, Subsections and other subdivisions, the insertion of headings and the inclusion of a table of contents are for convenience of
reference only and shall not affect the construction or interpretation of this Agreement.

1.4       Currency

Unless
otherwise expressly stated in this Agreement, all references to money shall refer to U.S. currency.

1.5       Severability

If
any provision contained in this Agreement which is not a fundamental term hereof, or its application to any Person or circumstance, shall to any extent be invalid or unenforceable,
the remainder of this Agreement or the application of such provision to Persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected, and each provision
of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law.

1.6       Governing Law

This
Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and the applicable laws of the United States of America. References to
statutes shall be deemed to be references to such statutes as they exist on the date of this Agreement.

1.7       Time

Time
shall be of the essence of this Agreement. Except as expressly set out in this Agreement, the computation of any period of time referred to in this Agreement shall exclude the first
day and include the last day of such period. If the time limited for the performance or completion of any matter under this Agreement expires or falls on a day that is not a Business Day, the time so
limited shall extend to the next following Business Day. The time limited for performing or completing any matter under this Agreement may be extended or

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abridged
by an agreement in writing by the parties or by their respective solicitors. All references herein to time are references to Toronto time.

1.8       Schedules

The
following schedules form part of this Agreement:

| |  | Schedule A |  |  |  | Legal Description of the Lands             
| |  | ---------- |  | - |  | -------------------------------------------
| |  | Schedule B |  |  |  | Form of Assignment and Assumption of Leases
| |  | Schedule C |  |  |  | List of Existing Contracts                 
| |  | Schedule D |  |  |  | List of Existing Leases                    

ARTICLE 2    AGREEMENT OF PURCHASE AND SALE

2.1       Purchase and Sale

The
Purchaser hereby offers and agrees to purchase the Subject Assets from the Vendor and the Vendor hereby agrees to sell the Subject Assets to the Purchaser, for the Purchase Price in
accordance with, and subject to, the terms and conditions of this Agreement.

2.2       Initial Deliveries by Vendor

No
later than 5:00 p.m. on the Business Day prior to the Closing Date, the Vendor shall have delivered to the Purchaser the following in respect of the Subject Assets:



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As
used in this Section 2.2, the term "control of the Vendor" shall be limited to, in addition to the Vendor, materials in the
possession of legal counsel to the Vendor or any consultants, advisors or other third party professionals commissioned, retained or instructed by the Vendor. Notwithstanding any other provision in
this Agreement to the contrary, it is acknowledged and agreed that the Vendor has specifically excluded from the foregoing materials contemplated in
Subsections 2.2(a)  (n), and thereby has not provided to the Purchaser, the Vendor's financial projections, forecasts, budgets, appraisals and internal
memoranda relating to the Property.

The
Vendor will execute and deliver to the Purchaser within two (2) Business Days after receipt of a written request from the Purchaser or the Purchaser's Solicitors,
authorizations that may be sent by the Purchaser or the Purchaser's Solicitors to Governmental Authorities that authorizes such Governmental Authorities to reveal to the Purchaser and the Purchaser's
Solicitors all information, if any, on any files they have in respect of the Property.

Upon
compliance by the Vendor with all of its obligations set out in the preceding paragraphs of this Section 2.2, the Vendor shall deliver to the Purchaser a notice
stating that it has done so.

Any
lists, documentation or other information provided by the Vendor pursuant to this Section shall be amended or supplemented, as necessary from time to time, until 5:00 p.m. on
the second (2nd) Business Day immediately preceding the Due Diligence Date. In addition, if the Vendor becomes aware of a failure to provide any document or other information that it is
required to provide in accordance with this Section at any time prior to the Due Diligence Date, it shall forthwith advise the Purchaser in writing of such failure and deliver such information to the
Purchaser. In the event of any such failure by the Vendor, at the Purchaser's discretion, the Due Diligence Date and the Closing Date shall each automatically be extended to the date which is five
(5) Business Days after the Purchaser receives such document or information from the Vendor.

2.3       Physical Inspections



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Notwithstanding
the foregoing, the Purchaser agrees not to conduct any invasive tests relating to soil, groundwater and underground conditions of the Property.



The
provisions of this Section 2.3 shall survive the termination of this Agreement.

2.4       Purchaser's Investigations



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ARTICLE 3    PURCHASE PRICE

3.1       Method of Payment of Purchase Price

On
Closing, the Purchase Price shall be satisfied by payment to the Vendor, or as the Vendor directs in writing, by wire transfer of an amount
(the "Balance") equal to the Purchase Price, as adjusted pursuant to Section 3.2.

3.2       Adjustments



If
the final cost or amount of any item which is to be adjusted on Closing cannot be determined at Closing, then an initial Adjustment for such item shall be made at Closing, such amount
to be estimated by the Vendor and the Purchaser, each acting reasonably, on the basis of the best evidence available at the Closing as to what the final cost or amount of such item will be. In each
case when such cost or amount is determined the Vendor or the Purchaser, as the case may be, shall within thirty (30) days thereafter provide a complete statement of such final determination to
the other and within thirty (30) days thereafter (or if there is a dispute over such amount, within thirty (30) days after the matter is determined by the accountants pursuant to
Subsection 3.2(d)) the necessary adjusting payment shall be made.



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Notwithstanding
any other provision in this Agreement to the contrary, in the event the Vendor pursues any realty tax appeals and/or reassessments in respect of the Property on or after
the Closing Date, any payments received by the Vendor in connection with such appeals and/or reassessments that relate to the period prior to the Closing Date shall be for the account of the Vendor.
To the extent the Vendor receives any payments in connection with such appeals and/or reassessments that relate to the period from and after the Closing Date, the Vendor shall hold such payments in
trust for the Purchaser and forthwith remit them to the Purchaser.

ARTICLE 4    CONDITIONS OF CLOSING

4.1       Conditions for Vendor

The
obligation of the Vendor to complete the Transaction shall be subject to the satisfaction of the following conditions:



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The
conditions set forth in this Section 4.1 are for the sole benefit of the Vendor and each condition may be waived in whole or in part by the Vendor by notice to the Purchaser
on or before the applicable date referred to above.

4.2       Conditions for Purchaser

The
obligation of the Purchaser to complete the Transaction shall be subject to the satisfaction of the following conditions:





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The
conditions set forth in this Section 4.2 are for the sole benefit of the Purchaser and each condition may be waived in whole or in part by the Purchaser by notice to the
Vendor on or before the applicable date referred to above.

4.3       Non-Satisfaction of Conditions

In
the event any condition set forth in Section 4.1 or 4.2 is not satisfied or waived on or before the applicable date and time referred to therein, then this Agreement
shall be terminated and of no further force or effect whatsoever without any further action by either party hereto, and neither party to this Agreement shall have a Claim against any other party
hereto with respect to this Agreement unless the reason for the condition not being satisfied is the breach by such other party of an obligation under this Agreement, in which case a Claim may be made
against such other party. Notwithstanding any other provisions of this Agreement, if by
5:00 p.m. on the applicable date referred to in Section 4.1 or 4.2, as the case may be, the party having the benefit of the relevant condition has not given notice to the other
party that such condition has been satisfied or waived, then it shall be conclusively deemed for the purpose of this Agreement to have neither been satisfied nor waived.

4.4       Reasonable Efforts to Satisfy Conditions

The
Vendor shall act in good faith and use reasonable efforts in the circumstances to satisfy or cause to be satisfied those conditions set out in Section 2.3 and 4.2 which
are within its reasonable control and the Purchaser shall act in good faith and use reasonable efforts in the circumstances to satisfy or cause to be satisfied those conditions set out in
Sections 4.1 that are within its reasonable control.

4.5       Separate Tax Parcel

In
the event that on Closing the Lands do not constitute a separate tax parcel, the Transaction shall be completed and the parties shall pro rate the realty taxes with the Purchaser
providing a cheque payable to the taxing authority for its pro rata share of realty taxes in respect of the Lands accruing after the Closing Date to the Vendor within ten (10) Business
Days of the receipt of an invoice from the Vendor for such amount. The Vendor undertakes to forward such cheque, along with its pro rata share of the taxes, to the taxing authority on or before
the date such taxes are due. The parties agree to cooperate with each other in order to have the separate tax parcel for the Lands created, if it is not already a separate tax parcel at the Closing
Date, as soon as reasonably possible after the Closing Date.

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ARTICLE 5    TITLE

5.1       Search of Title

The
Purchaser shall be allowed until 5:00 p.m. on the Due Diligence Date, at its own expense, to examine title to the Property and the other matters referred to in the next
paragraph and to submit to the Vendor its objections to the title to the Property and such matters.

If
the Purchaser has any valid objections based on, if applicable: (a) title to the Property, (b) the Property not complying with all Applicable Laws (including
Environmental Laws and zoning and building laws, by-laws and codes), or (c) the existence of any outstanding municipal or other governmental work orders or deficiency notices
relating to the Property, then the Purchaser shall deliver a notice in writing to the Vendor (the "Requisitions Notice") listing any and all such
objections in reasonable detail on or before 5:00 p.m. on the Due Diligence Date. If any such objections cannot be satisfied or corrected prior to the Closing Date, then the Purchaser may, by
written notice to the Vendor, waive such objections; and if such waiver is not so made then either party may terminate this Agreement by delivering notice to the other party to such effect and this
Agreement, notwithstanding any intermediate act or negotiations in respect of such objection, shall be terminated, upon delivery of notice by either party.

Except
for any valid objection so made, and except for any objection going to the root of title or for any other matter or thing arising on or before the Due Diligence Date, the
Purchaser shall be conclusively deemed to have accepted the Vendor's title to the Property and satisfied itself with respect to the other matters referred to in this Section 5.1.

ARTICLE 6    CLOSING MATTERS

6.1       Closing Arrangements

Provided
that all conditions precedent to the Purchaser's obligations to close as set forth in this Agreement have been satisfied and fulfilled, or waived by the Purchaser, as the case
may be, the Purchaser shall pay the Purchase Price, subject to the pro-rations adjustments described in Section 3.2 herein, in cash by wire transfer of immediately available
U.S. currency to the Title Insurer, acting as Escrow Agent (the "Escrow Agent"), in accordance with the terms and conditions of this
Agreement. The Purchaser shall deposit the Purchase Price with the Escrow Agent, to be held in escrow, as early as reasonably practicable on the Closing Date. The Escrow Agent shall hold and disburse
the Purchase Price per the terms of this Agreement and pursuant to and in accordance with the Statement of Adjustments mutually agreed to and executed by the Vendor and the Purchaser.

6.2       Vendor's Documents

The
Vendor shall deliver or cause to be delivered at the Closing the following:



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6.3       Purchaser's Documents

The
Purchaser shall deliver or cause to be delivered at the Closing the following:



6.4       Taxes and Fees

On
the Closing Date, the Vendor and the Purchaser shall have the responsibility of equally splitting all state or county transfer taxes and documentary stamps, if any, occasioned by the
conveyance of the Property as well as any notary fees incurred in connection therein. All unpaidad valoremtaxes due and payable within the calendar
year of the Closing shall be prorated between the Vendor and the Purchaser as of the Closing Date. Any deferred taxes, roll-back taxes and/or realty taxes (including local improvement
charges and assessments) owing or accrued in respect of the Property that would have been due by the Vendor prior to the Closing Date shall be paid by the Vendor on or prior to the Closing Date. The
Vendor agrees to promptly forward to the Purchaser any realty tax statements for the Property received by the Vendor after Closing for the period following the Closing Date, and if the Vendor fails to
do so, the Vendor shall be liable for any penalties the Purchaser has to pay because of the Vendor's failure. Each party shall pay its own legal fees with respect to this Agreement and the
Transaction. The Purchaser shall be responsible for costs and expenses, including the premium, incurred in connection with the Title Policy. The Vendor shall be responsible for all costs and expenses
incurred in obtaining: (i) any consents or approvals required to subdivide and legally convey the Property to the Purchaser (or to confirm that the Property is presently subdivided and
legally conveyable); and (ii) an updated survey of the Property, as commissioned by the Purchaser.

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6.5       Escrow Closing

All
deliveries to be made pursuant to Section 6.2 and 6.3 on the Closing Date (with the exception of the Registration Documents (as defined below))
(the "Interim Closing Documents") shall be delivered into escrow at the offices of the Purchaser's Solicitors on or before the Closing Date. The
Registration Documents shall be delivered into escrow at the offices of the Escrow Agent on or before the Closing Date. Such Closing Documents shall be held by the Purchaser's Solicitors and the
Escrow Agent, as the case may be, in escrow until the Vendor and the Purchaser, each acting reasonably, are satisfied that all conditions set forth in Sections 4.1 and 4.2 to be
satisfied on or before Closing have been satisfied other than the registration of the Deed and any other documents, instruments or agreements required to evidence the transfer of legal title to the
Property from the Vendor in favour of the Purchaser (collectively, the "Registration Documents"). At such time as all the conditions set forth in
Sections 4.1 and 4.2 to be satisfied on or before Closing have been satisfied, the Vendor and the Purchaser shall provide written instructions to the Escrow Agent confirming same and
instructing the Escrow Agent to release the Registration Documents from escrow for the purposes of registration. Upon (i) such registrations being completed, or (ii) the Title Insurer
receiving a gap indemnity from the Vendor in form and content satisfactory to the Title Insurer, all other Closing Documents (and funds) shall thereupon be released from escrow by the
Purchaser's Solicitors and the Escrow Agent, as the case may be, and delivered to the parties entitled thereto.

ARTICLE 7    REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1       Representations of the Vendor

The
Vendor hereby represents, warrants and covenants to and in favour of the Purchaser, as of the Closing Date, as follows:



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7.2       Representations of the Purchaser

The
Purchaser represents and warrants to and in favour of the Vendor, as of the Closing Date, as follows:



7.3       Survival



17

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Notwithstanding
anything contained in this Agreement to the contrary, all of the representations, warranties and certifications
(the "Representations") which are made by the Vendor and set forth in this Agreement or in any of the documents or instruments required to be
delivered by the Vendor under this Agreement shall be subject to the following conditions and limitation: in the event that prior to the Closing, the Purchaser gains current actual knowledge of a fact
or circumstance which, by its nature and plainly on its face,
indicates that a Representation is, was or has become untrue or inaccurate, then the Purchaser shall not have the right to bring any lawsuit or other legal action against the Vendor, nor pursue any
other remedies against the Vendor, as a result of the breach of the Representation caused thereby, but the Purchaser's sole right shall be to terminate this Agreement and not proceed with Closing, in
which event there shall be no liability on the part of the Vendor for breaches of Representations of which the Purchaser had current actual knowledge prior to Closing. For greater certainty and
notwithstanding the foregoing, the parties hereto acknowledge and agree that the mere delivery by the Vendor to the Purchaser, and possession by the Purchaser, of the documents and instruments
contemplated in Section 2.2 shall not be sufficient to constitute actual knowledge on the part of the Purchaser that a Representation is, was or has become untrue or inaccurate.

7.4       Non-Waiver

The
Vendor agrees that the Purchaser's right to do searches, reviews, examinations, investigations, inspections, assessments, audits and analyses, and the exercise of such right, shall
not affect, reduce or mitigate any of the representations, warranties and covenants of the Vendor contained in this Agreement or any of the damages and costs owing by the Vendor to the Purchaser as a
result of any breach of such representations, warranties and covenants.

ARTICLE 8    INTERIM MATTERS

8.1       Interim Period

Upon
acceptance of this Agreement and thereafter so long as this Agreement is in effect, the Vendor shall not offer the Subject Assets or any part of the Subject Assets or any interest
therein for sale to any Person other than the Purchaser nor will it solicit, directly or indirectly, or deal with any offers to purchase the Subject Assets or any part of the Subject Assets or any
interest therein.

8.2       Approvals of the Purchaser

While
this Agreement is in effect, the Vendor agrees that it shall not amend, cancel or accept a surrender or forfeiture of any Leases or Contracts without the prior written approval of
the Purchaser, which may arbitrarily and unreasonably withheld, and it shall not enter into any Lease or Contract without the prior written approval of the Purchaser, which may arbitrarily and
unreasonably withheld.

The
Vendor shall provide the Purchaser with a complete copy of any Approved Lease or Approved Contract and of any document which creates, amends, cancels, surrenders or forfeits any
Lease or Contract within three (3) Business Days after it is entered into by the parties thereto.

8.3       Notice of Default

The
Vendor shall forthwith provide to the Purchaser (i) a copy of any notices that it receives in respect of the Existing Leases, Approved Leases (if any), Existing
Contracts and/or Approved Contracts (if any) alleging

18

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default
on the part of the Vendor or requesting the Vendor to perform any obligation thereunder and any notice alleging default under the Leases, or any Contract that it sends to another Person, in
either case after the date this Agreement is executed and delivered by the parties hereto; (ii) a copy of any work orders, state or federal environmental orders or deficiency notices of any
nature issued by any Governmental Authorities having jurisdiction relating to the Property; and (iii) a copy of any notice from a Tenant received after the date of this Agreement by the Vendor
which indicates the intention of a Tenant to vacate or assign, as the case may be, its interest in the Property prior to the scheduled expiry date of its Existing Lease or requests an abatement or
deferral of rent.

8.4       Approvals



8.5       Risk of Condemnation and Eminent Domain

The
Vendor shall promptly notify the Purchaser in the event that the Vendor receives a notice of condemnation and/or exercise of eminent domain in respect of all or any material part of
the Property, and such notice shall include a copy of the notice of condemnation and/or exercise of eminent domain and copies of all correspondence relating thereto in the Vendor's possession. If
notice of condemnation and/or exercise of eminent domain is given prior to Closing, the Purchaser may elect by notice in writing given to the Vendor within ten (10) Business Days after receipt
from the Vendor of notice of the proposed condemnation and/or exercise eminent domain either:



If
the notice of the proposed condemnation and/or exercise of eminent domain is received by the Vendor at such time that there would be insufficient time for the Purchaser to make its
election hereunder, the Closing Date shall be postponed to a date which is five (5) Business Days after the Purchaser's election.

8.6       General Covenants of the Vendor

The
Vendor covenants and agrees with the Purchaser that from and after the date hereof:



19

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ARTICLE 9    ENVIRONMENTAL INDEMNIFICATION

9.1       Environmental Indemnification by the Vendor

Subject
to Section 7.3, for a period of two (2) years after the Closing Date and no longer (the "Indemnity Period")
the Vendor agrees to indemnify and save harmless each of the Purchaser, its directors, officers, employees and agents and any successor to the Purchaser's interest in the Property (including, without
limitation, persons to whom this indemnity is assigned) and all directors, officers, employees and agents of such successors, from and against any and all Claims suffered or incurred by any such
person as a result of or arising directly or indirectly out of or in connection with any one or more of the following:



For
greater certainty, the Vendor's obligation to indemnify and save harmless as provided above exists regardless of whether there has been a breach of any of the provisions contained in
Section 7.1 hereof.

9.2       Assignability of Environmental Indemnification

During
the Indemnity Period, the Purchaser may, at any time and from time to time, assign all or any part of the benefit of the indemnity set out in Section 9.1 to any
purchaser of, or lender to the Purchaser in respect of, the Property, by delivering a notice in writing to the Vendor setting out the Purchaser's intention to assign all or part of the benefit of the
indemnity and the identity of the person or persons to whom the assignment is to be made. Upon any such assignment, the Vendor shall be bound to indemnify the person or persons named in such notice to
the extent of the assignment of the indemnity as if such person or persons were a party to this Agreement as the Purchaser. No such assignments shall relieve the Vendor of the obligation to indemnify
under Section 9.1 and such obligations shall continue unaffected by the assignment for the Indemnity Period. Any such assignee may make a further assignment during the Indemnity Period
in accordance with the foregoing provisions, as if all references therein to the Purchaser were to such assignee.

ARTICLE 10    PROFIT PARTICIPATION

10.1     Profit Participation



20

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21

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ARTICLE 11    GUARANTEE

11.1     Guarantee to the Vendor

For
valuable consideration, the Guarantor hereby guarantees payment to the Vendor (forthwith after demand therefor as hereinafter provided) of the liabilities (if any) when due
and payable (pursuant to the terms of Section 10.1 hereof) which the Purchaser or its successors and assigns has incurred or is under, to the Vendor that arise only by virtue of
Section 10.1 hereof (the "Guaranteed Amounts") and Guarantor agrees that:



22

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ARTICLE 12    GENERAL

12.1     As-Is/Where-Is Transaction

The
Purchaser acknowledges and agrees that except as expressly provided in this Agreement or in any Closing Documents provided by the Vendor to the Purchaser at Closing, and without
derogating from any indemnities provided by the Vendor herein or in any Closing Documents, the Vendor makes no
representation, warranty or covenant, express, implied or statutory, of any kind whatsoever with respect to the Subject Assets, including, without limitation, representation, warranty or covenant as
to title, survey conditions, use of the Subject Assets for the Purchaser's intended use, the condition of the Subject Assets, past or present use, development, investment potential, tax ramifications
or consequences, compliance with any Applicable Laws, present or future zoning, the presence or absence of Hazardous Substances, the availability of utilities, habitability, merchantability, fitness
or suitability for any purpose, or any other matter with respect to the Subject Assets, all of which are (without derogating from any indemnities provided by the Vendor herein or in any Closing
Documents), except as otherwise expressly provided in this Agreement or in any Closing Documents provided by the Vendor to the Purchaser at Closing, hereby expressly disclaimed by the Vendor. The
provisions of this Section shall survive Closing and the delivery of the Deed or any expiration or termination of this Agreement without limitation as to time.

12.2     No Registration

The
parties hereto acknowledge and agree that none of the parties shall register, or cause to be registered, this Agreement, or any part thereof, including without limitation
Section 10.1, or any instrument, agreement or other document evidencing this Agreement or the provisions of Section 10.1, against title to the Property (or any part thereof).
Furthermore, the parties hereto acknowledge and agree that the Purchaser's obligations under Section 10.1 are personal to the Purchaser (and its successors and permitted assigns), and
the Vendor's rights in respect thereof shall not be effective to create an interest in the Property (or any part thereof).

12.3     Obligations as Covenants

Each
agreement and obligation of each party hereto in this Agreement, even though not expressed as a covenant, shall be considered for all purposes to be a covenant.

12.4     Tender

Any
tender of documents or money may be made upon the party being tendered or upon its solicitors and money may be tendered by certified cheque or bank draft drawn on or from one of the
five largest
Schedule I Canadian chartered banks or a first class bank of the United States of America, or by wire transfer. All cheques to be tendered shall be drawn upon one of the five largest
Schedule I Canadian chartered banks, measured by reference to authorized capital.

12.5     Relationship of the Parties

Nothing
in this Agreement shall be construed so as to make the Purchaser a partner of the Vendor and nothing in this Agreement shall be construed so as to make the Purchaser an owner of
the Lands for any purpose until the Closing Date.

12.6     Amendment of Agreement

No
supplement, modification or waiver of this Agreement, or any provision thereof, shall be binding unless executed in writing by both parties hereto.

23

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12.7     Notices

Any
notice, request, consent, acceptance, waiver or other communication required or permitted to be given under this Agreement
(the "Notice") shall be in writing and shall be given by delivery or telecopy addressed or sent as set out below:







Any
Notice which is delivered or is sent by telecopy in accordance with the foregoing shall be deemed to have been validly and effectively given and received on the date it is delivered
or sent, unless it is delivered or sent after 5:00 p.m. on any given day or on a day which is not a Business Day, in which case it shall be deemed to have been validly and effectively given and
received on the Business Day next following the day it was delivered

24

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or
sent, provided that in the case of a Notice sent by telecopy it shall not be deemed to have been sent unless there has been confirmation of transmission. By giving to the other party at least three
Business Days' prior Notice, either party may, at any time and from time to time, change its address for delivery or communication for the purposes of this Section 12.7.

12.8     Lawyers as Agents

Notices,
approvals, waivers and other documents permitted, required or contemplated by this Agreement may be given or delivered by the parties or by their respective solicitors on
their behalf.

12.9     Confidentiality

The
parties agree that this Agreement and the transaction of purchase and sale referred to herein, and any information provided by either party to the other with respect to this
transaction, or the Property, shall be kept strictly confidential and no public announcements will be made in respect thereof without the prior consent of the other party, provided that the parties
may give such information on a confidential basis to their advisors and consultants and as may be required by Applicable Laws. Notwithstanding any other provision of this Agreement, if the Transaction
is completed, no party shall have any further rights, obligations or liability under this Section 12.9, regardless of whether any such rights, obligations or liability relate to the period
prior to or after the Closing.

12.10   No Solicitation

The
Vendor agrees that during the term of this Agreement the Vendor will not solicit a possible sale of all or any part of the Property with any other party.

12.11   Further Assurances

Each
of the parties hereto shall, at its own cost, from time to time hereafter and upon any reasonable request of the other, execute and deliver, make or cause to be made all such
further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement.

12.12   Entire Agreement

This
Agreement constitutes the entire agreement between the parties hereto pertaining to the agreement of purchase and sale of the Property provided for herein and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or written, with respect thereto, and there are no other warranties or representations and no other agreements between the
parties hereto in connection with the agreement of purchase and sale provided for herein except as specifically set forth in this Agreement.

12.13   Waiver

No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a
continuing waiver unless otherwise expressed or provided.

12.14   Survival after Termination

Notwithstanding
the termination of this Agreement or this Agreement becoming of no further force or effect whatsoever for any reason, the provisions of Sections 2.4
and 4.3, shall continue to be applicable.

25

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12.15   Survival

This
Agreement shall survive the Closing of the Transaction and shall remain in full force and effect thereafter in accordance with its terms.

12.16   Assignment

Neither
the Vendor nor the Purchaser shall assign its rights and/or obligations hereunder (or agree to do so) without the prior written consent of the other party, which consent
may be withheld by such party in its sole and absolute discretion.

12.17   Successors and Assigns

All
of the covenants and agreements in this Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be
enforceable by the parties hereto and their respective successors and their permitted assigns pursuant to the terms and conditions of this Agreement.

12.18   Counterparts

This
Agreement may be executed in multiple counterparts, each of which shall be deemed an original hereof, and all of which shall constitute a single agreement effective as of the date
hereof. Any delivery of an executed copy of this Agreement by way of telecopy shall constitute delivery hereof, provided that any party delivering by way of telecopy shall, as soon as reasonably
practicable, deliver an originally executed counterpart of this Agreement to the other parties.

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IN
WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

| |  | MI DEVELOPMENTS (MARYLAND) INC.                                                                     
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | I/We have authority to bind the Corporation.                                                        
| |  |                                                                                                     
| |  |                                                                                                     
| |  | MI DEVELOPMENTS INC.                                                                                
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | I/We have authority to bind the Corporation.                                                        
| |  |                                                                                                     
| |  |                                                                                                     
| |  | LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP,
by its general partner
LAUREL RACING ASSOCIATION INC.
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | I/We have authority to bind the Corporation.                                                        

27

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SCHEDULE A        LEGAL DESCRIPTION OF THE LANDS

AREA "A"

BEINGA PORTION OF THE FIRST PARCEL OF THAT CONVEYANCE FROM LAUREL RACE COURSE, INC., A MARYLAND
CORPORATION, TO LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED DECEMBER 10, 1984, AND RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER
1309 FOLIO 356.

BEGINNINGFOR THE SAME AT AN IRON PIPE FOUND AT THE END OF THE 24TH OR NORTH 39°14'51" EAST 219.94 FEET LINE OF THE
ABOVE SAID DEED, SAID IRON PIPE BEING ON THE SOUTHEASTERN MOST RIGHT OF WAY LINE OF MARYLAND ROUTE 1, AS SHOWN ON MARYLAND STAT ROADS COMMISSION PLAT 36909; THENCE, LEAVING SAID RIGHT OF WAY AND
BINDING ON PART OF THE 25TH OR SOUTH 51°05'27" EAST 577.88 FEET LINE OF SAID DEED, WITH COURSES REFERRED TO THE MARYLAND STATE PLANE COORDINATE SYSTEM (NAD 83)

CONTAINING70,018 SQUARE FEET, OR 1.607 ACRES, MORE OR LESS.

28

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AREA "B"

BEINGA PORTION OF THE FIRST PARCEL OF THAT CONVEYANCE FROM LAUREL RACE COURSE, INC., A MARYLAND
CORPORATION, TO LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED DECEMBER 10, 1984, AND RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER
1309 FOLIO 356.

BEGINNINGFOR THE SAME AT AN IRON PIPE FOUND AT THE END OF THE 29TH OR NORTH 51°10'27" EAST 706.50 FEET LINE OF THE
ABOVE SAID DEED, SAID IRON PIPE BEING ON THE EASTERLY RIGHT OF WAY LINE OF MARYLAND ROUTE 1, AS SHOWN ON MARYLAND STAT ROADS COMMISSION PLAT 36909; THENCE, BINDING ON SAID RIGHT OF WAY AND THE 30TH OR
NORTH 39°17'02" EAST 100.00 FEET LINE OF SAID DEED, WITH COURSES REFERRED TO THE MARYLAND STATE PLANE COORDINATE SYSTEM (NAD 83)

CONTAINING31,629 SQUARE FEET, OR 0.726 ACRES, MORE OR LESS.

SAVING
AND EXCEPTING 0.005 ACRES OF LAND CONVEYED TO ALAN JEROME SOPER FROM LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP BY CONFIRMATORY QUITCLAIM DEED, DATED AUGUST 4, 2004 AND
RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER 9157, FOLIO 239.

AREA "C"

BEINGA PORTION OF THAT CONVEYANCE FROM LAUREL RACE COURSE, INC., A MARYLAND CORPORATION, TO LAUREL RACING
ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED DECEMBER 10, 1984, AND RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER 1309 FOLIO 356, AND ALL
OF THAT CONVEYANCE FROM ANNA MAY FADELY BROWN TO LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED NOVEMBER 6, 1985 AND RECORDED AMONG THE LAND RECORDS OF
HOWARD COUNTY, MARYLAND IN LIBER 1406, FOLIO 311.

BEGINNINGFOR THE SAME AT A POINT AT THE END OF THE 40th OR SOUTH 51°16'47" EAST 817.40 FOOT LINE OF THE FIRST
MENTIONED DEED ABOVE, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT OF WAY LINE OF THE BALTIMORE AND OHIO RAILROAD PROPERTY AS DESCRIBED IN A DEED RECORDED IN LIBER GW 89, FOLIO 218, SAID POINT ALSO
BEING THE SOUTHERLY MOST CORNER OF THE PROPERTY OF 9001 WHISKEY BOTTOM ROAD, LLC AS DESCRIBED IN A DEED RECORDED IN LIBER 10207, FOLIO 356 AND RUNNING WITH AND ALONG THE SAID
NORTHERLY RAILROAD RIGHT OF WAY LINE THE FOLLOWING TWENTY (20) COURSES AND DISTANCES:



29

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30

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CONTAINING2,679,441 SQUARE FEET OR 61.511 ACRES, MORE OR LESS.

31

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SCHEDULE B        FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASESmade as of the
 day of
 , 2007.

B
E T W E E N:



OF
THE FIRST PART,


and 



OF
THE SECOND PART.

WHEREAS
pursuant to an agreement of purchase and sale made between the Vendor, as vendor and the Purchaser, as purchaser made as of February 7, 2007
(the "Purchase Agreement"), the Vendor agreed to sell and the Purchaser agreed to purchase, among other things, the property legally described in
Schedule A hereto (the "Property");

AND
WHEREAS pursuant to the Purchase Agreement, the Vendor has agreed that the Leases (as defined below) shall be assigned to the Purchaser;

NOW
THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1    DEFINITIONS

1.1Definitions:    Capitalized terms
used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement. The terms defined herein shall have, for all purposes of this Agreement, the following
meanings, unless the context expressly or by necessary implication otherwise requires:



ARTICLE 2    ASSIGNMENT

2.1Assignment by the Vendor:    The
Vendor hereby absolutely grants, transfers, assigns and sets over, as of the date of this Agreement and to the extent such Leases are assignable at law, the Assigned Interest unto the Purchaser. The
parties agree that if the assignment of any Assigned Lease is prohibited at law or requires the consent of any other party or parties and such consent has not or cannot be obtained, the Vendor shall
hold the

32

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Assigned
Interest in such Assigned Lease in trust for the benefit of the Purchaser and shall take all actions with respect thereto as the Purchaser may direct for the Purchaser's account
and benefit.

2.2Acceptance by the
Purchaser:    The Purchaser hereby accepts the assignment of the Assigned Interest as of the date of this Agreement.

ARTICLE 3    ASSUMPTION AND INDEMNITY

3.1Agreement by the Purchaser:    The
Purchaser hereby agrees to be bound by, assume, comply with and be responsible for all of the obligations, covenants and liabilities of the Vendor accruing and arising from and after the date of this
Agreement under or in respect of the Assigned Leases. Without limiting the generality of the foregoing, the Purchaser covenants and agrees with the Vendor:



3.2Agreement by the Vendor:    The
Vendor hereby agrees to be bound by and be responsible for all of the obligations, covenants and liabilities of the Vendor accruing and arising prior to the date of this Agreement under or in respect
of the Assigned Leases. Without limiting the generality of the foregoing, the Vendor covenants and agrees with the Purchaser:



ARTICLE 4    MISCELLANEOUS

4.1Governing Law:    This Agreement
shall be governed by and construed in accordance with the laws of the State of Maryland and the applicable laws of the United States of America.

4.2Further Assurances:    Each of the
parties shall execute and deliver all such further documents and do such other things as the other party may reasonably request to give full effect to this Agreement.

4.3Successors and Assigns:    All of
the covenants and agreements in this Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns.

33

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IN
WITNESS WHEREOF the parties have executed this Agreement.

| |  | LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP,
by its general partner
LAUREL RACING ASSOCIATION INC.
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | I/We have authority to bind the Corporation.                                                        
| |  |                                                                                                     
| |  |                                                                                                     
| |  | MI DEVELOPMENTS (MARYLAND) INC.                                                                     
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  |                                                                                                     
| |  | By:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | I/We have authority to bind the Corporation.                                                        

34

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SCHEDULE A        LEGAL DESCRIPTION OF THE LANDS

AREA "A"

BEINGA PORTION OF THE FIRST PARCEL OF THAT CONVEYANCE FROM LAUREL RACE COURSE, INC., A MARYLAND
CORPORATION, TO LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED DECEMBER 10, 1984, AND RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER
1309 FOLIO 356.

BEGINNINGFOR THE SAME AT AN IRON PIPE FOUND AT THE END OF THE 24TH OR NORTH 39°14'51" EAST 219.94 FEET LINE OF THE
ABOVE SAID DEED, SAID IRON PIPE BEING ON THE SOUTHEASTERN MOST RIGHT OF WAY LINE OF MARYLAND ROUTE 1, AS SHOWN ON MARYLAND STAT ROADS COMMISSION PLAT 36909; THENCE, LEAVING SAID RIGHT OF WAY AND
BINDING ON PART OF THE 25TH OR SOUTH 51°05'27" EAST 577.88 FEET LINE OF SAID DEED, WITH COURSES REFERRED TO THE MARYLAND STATE PLANE COORDINATE SYSTEM (NAD 83)

CONTAINING70,018 SQUARE FEET, OR 1.607 ACRES, MORE OR LESS.

35

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AREA "B"

BEINGA PORTION OF THE FIRST PARCEL OF THAT CONVEYANCE FROM LAUREL RACE COURSE, INC., A MARYLAND
CORPORATION, TO LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED DECEMBER 10, 1984, AND RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER
1309 FOLIO 356.

BEGINNINGFOR THE SAME AT AN IRON PIPE FOUND AT THE END OF THE 29TH OR NORTH 51°10'27" EAST 706.50 FEET LINE OF THE
ABOVE SAID DEED, SAID IRON PIPE BEING ON THE EASTERLY RIGHT OF WAY LINE OF MARYLAND ROUTE 1, AS SHOWN ON MARYLAND STAT ROADS COMMISSION PLAT 36909; THENCE, BINDING ON SAID RIGHT OF WAY AND THE 30TH OR
NORTH 39°17'02" EAST 100.00 FEET LINE OF SAID DEED, WITH COURSES REFERRED TO THE MARYLAND STATE PLANE COORDINATE SYSTEM (NAD 83)

CONTAINING31,629 SQUARE FEET, OR 0.726 ACRES, MORE OR LESS.

SAVING
AND EXCEPTING 0.005 ACRES OF LAND CONVEYED TO ALAN JEROME SOPER FROM LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP BY CONFIRMATORY QUITCLAIM DEED, DATED AUGUST 4, 2004 AND
RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER 9157, FOLIO 239.

AREA "C"

BEINGA PORTION OF THAT CONVEYANCE FROM LAUREL RACE COURSE, INC., A MARYLAND CORPORATION, TO LAUREL RACING
ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED DECEMBER 10, 1984, AND RECORDED AMONG THE LAND RECORDS OF HOWARD COUNTY, MARYLAND IN LIBER 1309 FOLIO 356, AND ALL
OF THAT CONVEYANCE FROM ANNA MAY FADELY BROWN TO LAUREL RACING ASSOCIATION LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, BY DEED DATED NOVEMBER 6, 1985 AND RECORDED AMONG THE LAND RECORDS OF
HOWARD COUNTY, MARYLAND IN LIBER 1406, FOLIO 311.

BEGINNINGFOR THE SAME AT A POINT AT THE END OF THE 40th OR SOUTH 51°16'47" EAST 817.40 FOOT LINE OF THE FIRST
MENTIONED DEED ABOVE, SAID POINT ALSO BEING ON THE NORTHERLY RIGHT OF WAY LINE OF THE BALTIMORE AND OHIO RAILROAD PROPERTY AS DESCRIBED IN A DEED RECORDED IN LIBER GW 89, FOLIO 218, SAID POINT ALSO
BEING THE SOUTHERLY MOST CORNER OF THE PROPERTY OF 9001 WHISKEY BOTTOM ROAD, LLC AS DESCRIBED IN A DEED RECORDED IN LIBER 10207, FOLIO 356 AND RUNNING WITH AND ALONG THE SAID
NORTHERLY RAILROAD RIGHT OF WAY LINE THE FOLLOWING TWENTY (20) COURSES AND DISTANCES:



36

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37

---





CONTAINING2,679,441 SQUARE FEET OR 61.511 ACRES, MORE OR LESS.

38

---





SCHEDULE B        LEASES

39

---





SCHEDULE C        LIST OF EXISTING CONTRACTS

None.

40

---





SCHEDULE D        LIST OF EXISTING LEASES

41

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SCHEDULES

| |  | SCHEDULE A |  |  |  | LEGAL DESCRIPTION OF THE LANDS             
| |  | ---------- |  | - |  | -------------------------------------------
| |  | SCHEDULE B |  |  |  | FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES
| |  | SCHEDULE C |  |  |  | LIST OF EXISTING CONTRACTS                 
| |  | SCHEDULE D |  |  |  | LIST OF EXISTING LEASES                    

42

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