UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Final Amendment)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

This Final Amendment amends the Statement on Schedule 13D (the “Statement”) filed by Frank Stronach (“Mr. Stronach”), on September 8, 2003, as previously amended, with respect to the Class B Voting Shares (“Class B Shares”) of MI Developments Inc., an Ontario, Canada corporation (the “Company”). This Final Amendment being filed to (i) add 2272769 Ontario Inc. (“445 Newco”) and 2272804 Ontario Inc. (“445 Subco”) as reporting persons with respect to Amendment No. 20 to the Statement, which was filed with the Commission on February 3, 2011 (“Amendment No. 20”) to report the execution and delivery of certain agreements related to the proposed reorganization of the Company previously reported in Amendment No. 18 to the Statement (the “Reorganization”) and (ii) the completion, on June 30, 2011 (the “Effective Date”), of the Reorganization.

Item 1. Security and Issuer.

This Statement on Schedule 13D relates to the Class B Shares. The principal executive offices of the Company are located at 455 Magna Drive, Aurora, Ontario, Canada, L4G 7K1 7A9.

Item 2. Identity and Background.

This Statement is being filed by Mr. Stronach, the Stronach Trust, 445327 Ontario Limited, 445 Newco, 445 Subco, Fair Enterprise Limited and Bergenie Anstalt (collectively, the “Reporting Persons”). The information set forth on Schedule A is hereby incorporated by reference.

Item 4. Purpose of the Transaction.

Item 4 is amended by adding the following:

On the Effective Date, an arrangement under the provisions of Section 182 of the Ontario Business Corporation Act (the “Arrangement”) was consummated to effect the reorganization transactions under the Plan of Arrangement previously reported in Amendment No. 20 (the “Plan of Arrangement”) which resulted in, among other things, the cancellation of all of the Class B Shares owned by the Reporting Persons.

In connection with the Arrangement on the Effective Date the Company entered into a Transfer Agreement with 445 Newco, 445 Subco, 445 and the Stronach Trust (the “Transfer Agreement”) under which 445 Subco (i) agreed to acquire the following (the “Transferred Assets”) (a) all of the outstanding shares of 2282658 Ontario Inc., the subsidiaries of which own certain real estate development property assets, (b) the Company’s corporate headquarters located at 455 Magna Drive, Aurora, Ontario (the “MID Head Office”), (c) certain Ontario real estate development assets owned directly by the Company (together with the real property assets described in clauses (a) and (b), collectively, the “Purchased Ontario Real Properties,” of which properties include substantially all of the properties described under “Real Estate Business - Development Properties” in note 6(a) of the notes to the amended and restated interim consolidated financial statements of the Company for the period ended September 30, 2010), (d) all of the outstanding shares of 2280781 Ontario Inc., the subsidiaries of which own the Company’s horseracing and gaming business, including: Santa Anita Park; Golden Gate Fields; the Company’s joint venture interests in Maryland Jockey Club’s real estate and racing assets (Pimlico Race Course, Laurel Park and the Bowie training facility); Gulfstream Park and MID’s joint venture interest in the associated retail development; Portland Meadows; horseracing technology assets including Xpressbet^® and AmTote; and (f) any amounts owing to the Company or its subsidiaries (excluding MI Developments US Holdings Inc. and its subsidiaries (“Raceco”)) by Raceco or its subsidiaries, including the receivables owing to the Company by MI Developments US Financing Inc. and MI Developments Investments Inc. in the aggregate amount of approximately $38,000,000 and (ii) agreed to assume the obligations relating to the Purchased Ontario Real Properties excluding any liabilities of the Company for income taxes in respect of the disposition of the Purchased Ontario Real Properties pursuant to the Transfer Agreement, and certain liabilities of the Company to pay costs, expenses and fees under the Arrangement Agreement reported in Amendment No. 20 (the “Arrangement Agreement”).

Pursuant to the terms of the Transfer Agreement, on the Effective Date 445 Newco and 445 Subco entered into Option Agreement and Right of First Refusal Agreements pursuant to which the Company was granted rights of first refusal to purchase (i) certain vacant land adjacent to 365 Market Drive, Milton, Ontario, (ii) the real property known as the Jane/Rutherford land adjacent to 401 Caldari Road, Vaughan, Ontario and (iii) the real property known as the Tesma Campus, 400 Tesma Way, Vaughan, Ontario. The terms of the Transfer Agreement also required that on the Effective Date an Option Agreement and Rights of First Refusal Agreement would be executed pursuant to which a foreign subsidiary of the Company would be granted a right of first refusal to purchase certain land adjacent to 164 Neudorf, Ilz Austria.

On the Effective Date the Company, 445 and the Stronach Trust entered into an Agreement in Respect of Funding which (i) established the fair market value of the MID Head Office as Cdn. $12,700,000 and included such amount in the funding amount for purposes of determining any excess funding required to be withdrawn from the Transferred Assets on or prior to the Effective Date pursuant to the terms of the Arrangement Agreement and (ii) amended the definition of funding amount contained in the Arrangement Agreement to reflect the inclusion of the fair market value of the MID Head Office.

Pursuant to the terms of the Arrangement Agreement on the Effective Date the Company entered into a Forbearance Agreement which prohibits the Company and its affiliates thereafter from (i) entering the horseracing or gaming business; (ii) making any debt or equity investment in, or otherwise give financial assistance to, any entity primarily engaged in the horseracing or gaming business (a “Racing Entity”); or (iii) entering into any transactions with, or provide any services or personnel to, a Racing Entity. The Company is, however, permitted to provide transitional services to the business of the Transferred Assets for a commercially reasonable transition period.

Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer

The information in Item 4 is hereby incorporated by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2011

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

Trustees of the Stronach Trust

The following table sets forth the name, business address and present principal occupation of each trustee of the Stronach Trust. Except as set out below, each individual listed below is a citizen of Canada.

Executive Officers and Directors of 445327 Ontario Limited, 2272769 Ontario Inc. and 2272804 Ontario Inc.

The following table sets forth the name, business address and present principal occupation of each director and executive officer of 445327 Ontario Limited, 2272769 Ontario Inc. and 2272804 Ontario Inc. Each individual listed below is a citizen of Canada.

Executive Officers and Directors of Bergenie Anstalt

The following table sets forth the name, business address and present principal occupation of each director and executive officer of Bergenie Anstalt. Citizenship of each Director and/or Officer is set out below.

Executive Officers and Directors of Fair Enterprise Limited

The following table sets forth the name, business address and present principal occupation of each director and executive officer of Fair Enterprise Limited. Citizenship of each Director and/or Officer is set out below.

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree jointly to prepare and file with regulatory authorities a Statement on Schedule 13D/A reporting a material change in facts, and any further amendments related thereto, and hereby affirm that such Statement on Schedule 13D/A and any such further amendments are being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: June 30, 2011

Exhibit B

TRANSFER AGREEMENT

Between

MI DEVELOPMENTS INC.

- and -

2272804 ONTARIO INC.

- and -

2272769 ONTARIO INC.

- and -

445327 ONTARIO LIMITED

- and -

THE STRONACH TRUST

June 30, 2011

TABLE OF CONTENTS

- ii -

TRANSFER AGREEMENT

THIS AGREEMENT made as of the 30^th day of June, 2011.

B E T W E E N:

MI DEVELOPMENTS INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter referred to as “MID”),

- and -

2272804 ONTARIO INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter referred to as “445 Subco”),

- and -

2272769 ONTARIO INC.,

a corporation existing under the laws of the Province of Ontario,

(hereinafter referred to as “445 Newco”),

- and -

445327 ONTARIO LIMITED,

a corporation existing under the laws of the Province of Ontario,

(hereinafter referred to as “445”),

- and -

THE STRONACH TRUST,

a trust existing under the laws of the Province of Ontario,

(hereinafter referred to as the “Trust”).

WHEREAS the board of directors of MID received a reorganization proposal from the holders of its Class A Shares representing in excess of 50% of the Class A Shares and

supported by 445, MID’s controlling shareholder which is controlled by the Trust, providing for, among other things, the elimination of MID’s dual class share structure pursuant to a plan of arrangement under section 182 of the Business Corporations Act (Ontario);

AND WHEREAS the Arrangement Resolution has been approved by the Shareholders in accordance with the Interim Order, and the Court has granted the Final Order approving the Arrangement;

AND WHEREAS as one of the steps of the Plan of Arrangement, MID wishes to transfer to 445 Subco on the Effective Date the Transferred Assets in consideration for the 445 Subco Preference Shares and the assumption by 445 Subco of the Assumed Liabilities;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants, agreements, representations and warranties and indemnities herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION

For purposes of this Agreement, unless the context otherwise requires, the capitalized terms used but not otherwise defined herein shall have the meanings set out in the Plan of Arrangement and the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“445 Subco Preference Shares” means 1,000 Class A Preference Shares in the capital of 445 Subco;

“445 Subco Cash Assets” has the meaning assigned in the Arrangement Agreement;”

“445 Subco Business Assets” has the meaning assigned in the Arrangement Agreement;”

“Acceptance” has the meaning given thereto in Section 7.1;

“Additional Assumed Liabilities” means the additional Assumed Liabilities as determined pursuant to Section 2.4;

“Affiliate” means, with respect to a person, another person which is controlled by, controls or is under common control with the first mentioned person, and “control” for this purpose means: (a) the ownership of or control or direction over, directly or indirectly, more than 50% of the voting power attached to the outstanding voting securities of the relevant person or of sufficient voting securities of such person that the holder has the right to control the election or appointment of a majority of the directors or persons acting in a substantially similar capacity (if applicable) of such person; and (b) the ability to control the management and affairs of the relevant person;

- 2 -

“Applicable Laws” means all applicable federal, provincial, state, municipal and local statutes, laws, by-laws, regulations, ordinances, orders, enactments, directives and rules and all injunctions, decisions, directives, judgments and orders of any Governmental Entity having jurisdiction in respect of a particular matter;

“Arrangement Agreement” means the arrangement agreement dated January 31, 2011 with respect to the Plan of Arrangement among MID, 445 and the Trust;

“Assumed Development Liabilities” means all of the liabilities and obligations of MID (whether accrued, contingent or otherwise) relating to the Purchased Ontario Real Properties, but excluding (i) the MID Head Office and (ii) any liabilities of MID for income taxes in respect of the disposition of the Purchased Ontario Real Properties pursuant to this Agreement, and any liabilities of MID for costs, expenses or taxes pursuant to Section 6.3 of the Arrangement Agreement;

“Assumed Liabilities” means the Assumed Development Liabilities and the Additional Assumed Liabilities;

“Assumed Liabilities Adjustment Date” means August 31, 2011 or such other date no later than October 31, 2011 as MID and 445 Newco agree to;

“Books and Records” has the meaning given thereto in Section 4.2;

“Buildings” means the plants, buildings, structures, improvements, parking lots, roadways, fixed machinery, fixed equipment, and all appurtenances and other fixtures on or forming part of the Development Properties and in respect only of 455 Magna Drive, also includes all tangible personal property owned by MID that is located at that property;

“Claim” has the meaning given thereto in Section 6.3;

“Consents” means any and all consents, approvals, orders, authorizations, declarations or filings with or of any Governmental Entity or other person required, whether under Applicable Laws, Contract or otherwise, to permit (i) the transfer or assignment to 445 Subco of any of the Transferred Assets or (ii) the ownership or operation of any of the Development Property Companies or any corporation or property in the Raceco Group immediately following the transfer of the Transferred Assets pursuant to this Agreement and, without limiting the forgoing, includes any Severance Approval;

“Contract” means any agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether written or oral;

“CRA Policies” has the meaning assigned in the Arrangement Agreement;

“Current Liabilities” means those liabilities of MID which are owing by it at the Effective Time and which under the CRA Policies would be deducted in determining the net cash and near cash assets of MID at that time;

“Development Properties” means the Foreign Development Properties and the Purchased Ontario Real Properties;

- 3 -

“Development Property Companies” means the entities set out in Schedule A under the heading Development Property Company;

“Direct Claim” has the meaning given thereto in Section 6.3;

“Effective Time” has the meaning assigned in the Arrangement Agreement;”

“Foreign Development Properties” means the development properties set out in Schedule A under the heading Foreign Development Property, and includes all Buildings located thereon;

“Governmental Entity” means any (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) self-regulatory organization or stock exchange, including the Toronto Stock Exchange and the New York Stock Exchange, (iii) subdivision, agent, commission, board or authority of any of the foregoing, or (iv) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“Indemnified Party” has the meaning given thereto in Section 6.3;

“Indemnifying Party” has the meaning given thereto in Section 6.3;

“Lien” means any lien, encumbrance, charge, hypothec, pledge, mortgage, security interest of any nature, adverse claim, easement, right of occupation, any matter capable of registration against title, right of pre-emption, privilege or any contract to create any of the foregoing;

“Losses” means, in respect of any matter, all claims, causes of action, demands, proceedings, losses, damages, liabilities, deficiencies, fines, orders, costs and expenses (including, without limitation, all reasonable legal and other reasonable professional fees and disbursements, interest, penalties and amounts paid in settlement) and judgments arising directly or indirectly as a consequence of such matter;

“Magna” has the meaning given thereto in Section 7.1;

“Magna ROFR” has the meaning given thereto in Section 7.1;

“MID Head Office” means the property located at 455 Magna Drive, Aurora, Ontario. Part of PIN 03642-3278 (LT), Part Lot 20, Conc. 2 (AW), (being Plan Area D on the site plan for the Aurora lands dated January 25, 2011);

“MID Group” means MID and its Subsidiaries;

“Milton Properties” means the vacant land adjacent to 365 Market Drive, Milton. Parts of PIN 24975-0114 (LT) and PIN 24975-0115, Part Lot 2, Conc. 2, Esquesing (Karamax West), beneficially owned by 1239953 Ontario Inc., a wholly owned subsidiary of MID;

“Offer” has the meaning given thereto in Section 7.1;

- 4 -

“Option and Right of First Refusal Agreements” means the agreements pursuant to which MID (in the case of (i) to (iii) below) and “20008 Austco” Liegenschaftsbesitz GmbH (in the case of (iv) below) is granted an option to purchase and a right of first refusal in respect of: (i) the Milton Properties, including the portion conveyed pursuant to item 7 of Schedule B to this Agreement, (ii) the Tesma Campus described in item 5 of Schedule B to this Agreement, (iii) the Jane/Rutherford land adjacent to 401 Caldari Road described in item 4 of Schedule B to this Agreement and (iv) approximately 10 acres of the land adjacent to 164 Neudorf, Ilz Austria as described in Schedule A to this agreement in accordance with the terms and conditions provided for in each such Option and Right of First Refusal Agreement;

“person” includes any individual, firm, partnership, limited partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, heir, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement under section 182 of the Business Corporations Act (Ontario) involving MID and its shareholders attached to the articles of arrangement of MID dated the date hereof;

“proceeding” means any action, claim, demand, lawsuit, assessment, hearing, arbitration, judgment, award, decree, order, injunction, prosecution and investigation, or other similar proceeding;

“Purchase Price” has the meaning given thereto in Section 2.3;

“Purchased Ontario Real Properties” means the real properties set out in Schedule B, together with all Buildings located thereon, and includes all rights under Contracts, licences, permits and Governmental Entity approvals and all prepayments relating to the Purchased Ontario Real Properties and all funds and property received, receivable or created after December 31, 2010 (or in the case of the MID Head Office, June 30, 2011) from, in substitution for or otherwise in respect of the properties set out in Schedule B;

“Purchased Shares” means the shares set out in Schedule C;

“Raceco” means MI Developments US Holdings Inc., a corporation existing under the laws of the state of Delaware;

“Raceco Group” means Raceco and its Subsidiaries;

“Racing and Gaming Business” means the horseracing and gaming business of MID including: (a) the ownership and operation of four thoroughbred racetracks located in the U.S., as well as the simulcast wagering venues at these tracks, which consist of: Santa Anita Park, Golden Gate Fields, Gulfstream Park (which includes a casino with alternative gaming machines) and Portland Meadows; (b) the operation of XpressBet®, an account wagering business, AmTote, a provider of totalisator services to the pari-mutuel industry and a thoroughbred training centre in Palm Meadows, Florida; (c) a 50% joint venture interest in The Village at Gulfstream Park, an outdoor shopping and

- 5 -

entertainment centre located adjacent to Gulfstream Park; (d) a 50% joint venture interest in HRTV, LLC, which owns Horse Racing TV^®, a television network focused on horse racing; and (e) a 51% joint venture interest in Maryland RE & R LLC, which is engaged in real estate and racing operations and owns two thoroughbred racetracks, Pimlico Race Course and Laurel Park, as well as a thoroughbred training centre at Bowie, Maryland and a 49% joint venture interest in Laurel Gaming LLC, which was established to pursue gaming opportunities at the Maryland Jockey Club;

“Real Estate Business” means the real estate business of MID, excluding any business related to the Development Properties and the Milton Properties;

“ROFR Property” has the meaning given thereto in Section 7.1;

“Severance Approvals” means, such approvals as may be required under Applicable Laws in each case to sever for conveyancing purposes the Foreign Development Properties and/or the Purchased Ontario Real Properties from any adjacent real property in common legal or beneficial ownership therewith to permit the lawful transfer to 445 Subco, or as it may direct, and, for the purposes of the Purchased Ontario Real Properties, shall expressly include any approval required under the subdivision control provisions of Part VI of the Planning Act (Ontario), including a “consent” pursuant to Subsection 50(3) of such Act;

“Stronach Parties” means 445 Newco, 445 Subco, 445 and the Trust;

“Subsidiary” means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

“Tax Act” means the Income Tax Act (Canada);

“Third Party” has the meaning given thereto in Section 6.3;

“Third Party Claim” has the meaning given thereto in Section 6.3;

“Third Party Purchaser” has the meaning given thereto in Section 7.1; and

“Total MID Cash Assets” has the meaning assigned in the Arrangement Agreement;”

“Total MID Business Assets” has the meaning assigned in the Arrangement Agreement;”

“Transferred Assets” means (a) the Purchased Shares, (b) beneficial ownership of the Purchased Ontario Real Properties and (c) any amounts owing to MID or its Subsidiaries (excluding the Raceco Group) by Raceco or its Subsidiaries.

- 6 -

In this Agreement, unless otherwise expressly stated or the context otherwise requires:

Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in United States dollars.

- 7 -

In this Agreement, where the context so permits, references to “the Trust” shall mean the trustees of the Trust, from time to time, acting in their capacities as trustees, and not in their personal capacities.

The following Schedules are attached to and form an integral part of this Agreement:

ARTICLE 2

PURCHASE AND SALE OF TRANSFERRED ASSETS

Subject to the terms and conditions of this Agreement, MID hereby agrees to sell, assign and transfer to 445 Subco, and 445 Subco agrees to purchase from MID on the Effective Date and at the time provided for in the Plan of Arrangement, the Transferred Assets.

Subject to the terms and conditions of this Agreement, 445 Subco hereby agrees to assume, satisfy, pay and perform the Assumed Liabilities.

The consideration payable to MID for the Transferred Assets shall be the 445 Subco Preference Shares, the assumption of the Assumed Liabilities by 445 Subco pursuant to Section 2.2 and the grant of an option to acquire and the grant of a right of first refusal over certain properties to MID as set out in the Option and Right of First Refusal Agreement (the “Purchase Price”). The Purchase Price shall be satisfied on the Effective Date by the issuance of the 445 Subco Preference Shares to MID, the assumption of the Assumed Liabilities by 445 Subco pursuant to Section 2.2 (including, for greater certainty, the assumption of the Additional Assumed Liabilities as of the date of this Agreement), the execution (on the date hereof) of the Option and Right of First Refusal Agreements referred to in (ii) to (iii) of the definition of that phrase and the execution (on the date of acquisition of the Milton Properties by 445 Subco or its successor) of the Option and Right of First Refusal Agreements referred to in (i) of the definition of that phrase.

The amount of the Additional Assumed Liabilities shall be the amount that will result in the indirect transfer of property by MID to 445 Newco pursuant to the reorganization

- 8 -

contemplated in the Arrangement Agreement complying with the definition of “distribution” in subsection 55(1) of the Tax Act and the CRA Policies such that such indirect transfer results in the proportion that the 445 Subco Cash Assets is of the Total MID Cash Assets (the “Cash Proportion”) being equal to the proportion that the 445 Subco Business Assets is of the Total MID Business Assets (the “Business Proportion”). Prior to the Assumed Liabilities Adjustment Date, the parties shall review the final accounting information for MID and its subsidiaries as of the Effective Time and if 445 Newco determines, acting reasonably, that, based on not including any additional Assumed Liabilities in the Assumed Liabilities, the Cash Proportion exceeds the Business Proportion, then:

Each of the Stronach Parties acknowledges and agrees that:

- 9 -

The provisions of this Section 2.5 shall survive the Effective Date without limitation as to time.

If any Consent is not received on or before the Effective Date, the legal transfer or assignment of the applicable Transferred Asset or Development Property will not be effective until the applicable Consent has been received and such Transferred Assets or Development Property will be held by MID or its applicable Subsidiary on and following the Effective Date in trust for the benefit and exclusive use of 445 Subco, its applicable Subsidiary or the applicable Development Property Company. On and following the Effective Date, 445 Subco shall take carriage of the applicable application for the Consent as agent for MID and shall use its commercially reasonable efforts to obtain the Consent, and MID shall cooperate with 445 Subco in connection with such efforts and shall use its best efforts to assist 445 Subco in obtaining such Consent. Until such time as the requisite legal transfer or assignment is effected, MID or its applicable Subsidiary shall not deal in any way with the applicable Transferred Asset or Development Property without the express prior written consent of 445 Subco (except as required by Applicable Laws) and MID or its applicable Subsidiary shall take direction from 445 Subco regarding all dealings in respect of the applicable Transferred Asset or Development Property. In addition, 445 Subco and MID shall negotiate in good faith, each acting reasonably, a ground lease for the applicable Development Property with a term commencing on the Effective Date and expiring on the earlier of the date upon which the requisite legal transfer or assignment is effected and the date that is 21 years less one day after the Effective Date and with a net rent of $1.00 for the term. For greater certainty, subject to Section 6.3 of the Arrangement Agreement, all costs, expenses and taxes in respect of such applicable Transferred Asset or Development Property shall be borne by 445 Subco from and after the Effective Date.

- 10 -

The taxes, fees and expenses of the parties in connection with the transactions contemplated herein shall be subject to Section 6.3 of the Arrangement Agreement.

MID and 445 Subco will, in the form and within the time limits prescribed for such purposes, jointly execute and file in the appropriate office of the Canada Revenue Agency, an election pursuant to Section 85 of the Tax Act in respect of those Transferred Assets which are “eligible property” (as defined in the Tax Act and any proposals by the Department of Finance to amend the Tax Act, including by comfort letter) and in that election will elect for each such Transferred Asset such amount as MID may determine, acting reasonably, provided that the amount will be within the limits specified in paragraphs 85(1)(b), (c), (c.1), (d) and (e) of the Tax Act, provided that in the case of the MID Head Office comprising land, building and other depreciable assets, the elected amount shall be the fair market value of each such asset. Notwithstanding the foregoing provisions of this Section 2.8, no election under Section 85 shall be made in respect of any Transferred Asset which is an “eligible property” by virtue only of a comfort letter of the Department of Finance received prior to the date on which such election in respect of the Transferred Asset is filed if (i) the effect of so electing in respect of each such Transferred Asset and designating an elected amounts for such asset equal to the lesser of its fair market value and cost amount for purposes of the Tax Act would be that the cash or near cash assets of MID determined in accordance with the CRA Policies and after giving effect to the direct or indirect transfer of property to 445 Newco would be increased as at the Effective Date and (ii) 445 Newco, acting reasonably, determines that such increase may reasonably be considered to significantly increase the risk that the reorganization effected pursuant to the Arrangement Agreement will not qualify for favourable treatment (as a qualifying butterfly reorganization) under paragraph 55(3)(b) of the Tax Act.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

MID hereby represents and warrants to the Stronach Parties as follows and acknowledges that the Stronach Parties are relying on such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated hereby:

- 11 -

- 12 -

The Stronach Parties hereby jointly and severally represent and warrant to MID as follows and acknowledge that MID is relying on such representations and warranties in connection with entering into this Agreement and completing the transactions contemplated hereby:

- 13 -

The representations and warranties contained in this Agreement shall survive the Effective Date and shall continue in full force and effect for the applicable limitation period. Except to the extent they have been fully performed at or prior to the Effective Date, the covenants of the parties contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto shall survive the Effective Date and shall continue in full force and effect indefinitely after the Effective Date.

- 14 -

ARTICLE 4

COVENANTS

The Stronach Parties agree that within 90 days from the Effective Date they shall cause the Transferred Assets to cease any use of, and they shall not use or permit any of their Affiliates to use the name “MI Developments”, “MID” or any derivatives thereof in the style or manner in which they represent themselves or conduct their business.

All books, records, data, reports and other documents and materials in the possession of the MID Group relating or pertaining to any of the Transferred Assets, any of the Development Property Companies, Raceco or any of their Subsidiaries (the “Books and Records”) shall be delivered to 445 Subco (or retained in the Raceco Group) on the Effective Date. Notwithstanding the foregoing, MID shall be entitled to keep copies (or originals of and supply copies to 445 Subco) of any such Books and Records required to be kept by MID or its Subsidiaries pursuant to Applicable Laws or to file tax returns or make other governmental filings.

Without limiting the provisions of Section 4.2 in respect of Books and Records, MID shall, in respect of the Development Properties and the real property of Raceco and its Subsidiaries (to the extent that Raceco or its Subsidiaries are not in possession of such documents), deliver to 445 Subco on the Effective Date the following documents, to the extent within the possession or control of any member of the MID Group:

- 15 -

- 16 -

ARTICLE 5

CLOSING ARRANGEMENTS

The closing of the transactions contemplated by this Agreement shall occur on the Effective Date and as one of the steps of the Plan of Arrangement. The closing shall take place in the offices of Davies Ward Phillips & Vineberg LLP at Suite 4400, 1 First Canadian Place, Toronto, Ontario or at such other location as may be agreed upon by the parties.

On the Effective Date, MID shall deliver the following to 445 Subco:

On the Effective Date, 445 Subco shall deliver the following to MID:

- 17 -

MID shall use its commercially reasonable efforts to obtain the resignations of such directors of each of the Development Property Companies, Raceco and the Subsidiaries of Raceco as may be requested by 445 Subco.

ARTICLE 6

INDEMNIFICATION

The Stronach Parties hereby agree to jointly and severally indemnify and save harmless MID, its Subsidiaries and the officers, directors and employees of MID and its Subsidiaries from and against all Losses suffered or incurred by such persons as a result of or arising directly or indirectly out of or in connection with:

provided, however, that the Stronach Parties shall not be required to indemnify or save harmless the indemnified persons pursuant to paragraph (a) above unless MID shall have provided notice to the Stronach Parties in accordance with Section 6.3 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 3.3.

MID hereby agrees to indemnify and save harmless the Stronach Parties, their Subsidiaries and the officers, directors and employees of the Stronach Parties and their Subsidiaries from and against all Losses suffered or incurred by such persons as a result of or arising directly or indirectly out of or in connection with:

- 18 -

provided, however, that MID shall not be required to indemnify or save harmless the indemnified persons pursuant to paragraph (a) above unless a Stronach Party shall have provided notice to MID in accordance with Section 6.3 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 3.3.

In the event that a party (the “Indemnified Party”) shall become aware of any proceeding or other matter (collectively, a “Claim”) in respect of which the other party (the “Indemnifying Party”) agreed to indemnify the Indemnified Party pursuant to this Agreement, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. Such notice shall specify whether the Claim arises as a result of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether the Claim does not so arise (a “Direct Claim”), and shall also specify with reasonable particularity (to the extent that the information is available) the factual basis for the Claim and the amount of the Claim, if known. If, through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give such notice on a timely basis.

With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have 60 days to make such investigation of the Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information in the possession of the Indemnified Party, as the Indemnifying Party may reasonably request. If both parties agree at or prior to the expiration of such 60-day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction.

(a) The Indemnifying Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of any Third Party Claim and if the

- 19 -

Indemnifying Party assumes control, it shall reimburse the Indemnified Party for all of the Indemnified Party’s out-of-pocket expenses prior to the time the Indemnifying Party assumed control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them (such as the availability of different defences).

(b) If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim.

(c) If any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Laws to incur losses or make a payment to any person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may incur such Losses or make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under such Third Party Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after the receipt of the difference from the Third Party, pay the amount of such difference, together with any interest thereon paid by the Third Party to the Indemnified Party, to the Indemnifying Party. In addition, the Indemnifying Party shall post all security required by any court, regulatory body or other authority having jurisdiction, including without limitation, for purposes of enabling the Indemnifying Party to contest any Third Party Claim.

(d) If the Indemnifying Party fails to assume control of the defence of any Third Party Claim or defaults in respect of any of its obligations under this Section 6.5 with respect thereto, the Indemnified Party shall have the exclusive right to contest the amount claimed and may settle and pay the same on 14 days’ prior written notice to the Indemnifying Party and the Indemnifying Party shall, thereupon, be deemed to have agreed that such settlement is reasonable and may be agreed to by the Indemnified Party and all other persons liable in respect of the Third Party Claim unless within such 14-day period the Indemnifying Party notifies the Indemnified Party that it is assuming or reassuming control of such defence and thereafter assumes or reassumes such control and does not default.

(e) The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

The provisions of this Article 6 shall apply to any Claim for breach of any covenant, representation, warranty or other provision of this Agreement or any agreement,

- 20 -

certificate or other document delivered pursuant hereto (other than a claim for specific performance or injunctive relief) with the intent that all such Claims shall be subject to the limitations and other provisions contained in this Article 6.

ARTICLE 7

RIGHT OF REFUSAL

If, and so often as, MID shall receive an offer from a bona fide arm’s length third party (the “Third Party Purchaser”) to purchase, directly or indirectly, all or any part of the properties owned, directly or indirectly, by MID and leased to Magna International Inc. or its Subsidiary (collectively, “Magna”) in Oberwaltersdorf Austria with the municipal address of Magna Strasse 1, or leased in the case of the property located in Aurora, Ontario with the municipal address of 337 and 375 Magna Drive, (each a “ROFR Property”), that MID is willing to accept (the “Offer”), and subject to Magna’s existing right of first refusal in respect of each ROFR Property, (the “Magna ROFR”), then:

- 21 -

Notwithstanding Section 7.1, MID shall be at liberty at any time to (a) convey all or any part of the ROFR Property or an easement thereon to a municipality or other governmental authority having jurisdiction for dedication as public roadway(s) and/or to convey lands and related works to a conservation authority or other governmental authority having jurisdiction for such purposes, or (b) transfer or convey registered or beneficial title to the ROFR Property or any part or parts thereof to any Subsidiary or Affiliate of MID, without, in each case, complying with the provisions of Section 7.1, provided that such Subsidiary or Affiliate first agrees in writing with 445 Subco to be bound by the right of refusal in favour of 445 Subco provided for herein. For greater certainty, Section 7.1 shall not apply to any transaction, whether by way of take-over bid, merger, consolidation, reconstruction, reorganization, arrangement, amalgamation, transfer, sale or otherwise providing for the acquisition of securities of MID.

ARTICLE 8

MISCELLANEOUS

This Agreement may not be amended except by an instrument signed by each of the Parties.

No waiver by any Party shall be effective unless in writing and any waiver shall affect only the matter, and the occurrence thereof, specifically identified and shall not extend to any other matter or occurrence. No failure or delay in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement

(a) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person or transmitted by telecopier or similar means of recorded electronic communication (with receipt confirmed) as follows:

(i) if to MID:

MI Developments Inc.

455 Magna Drive, 2^nd Floor

Aurora, Ontario

L4G 7A9

- 22 -

- 23 -

(b) Any such notice or other communication shall be deemed to have been given and received on the day on which it was personally delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section 8.3.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the Parties shall negotiate in good faith to modify the Agreement to preserve each Party’s anticipated benefits under this Agreement.

This Agreement (together with all other documents and instruments referred to herein) constitute the entire agreement between the Parties concerning the Arrangement and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties, indemnities or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter of this Agreement except as provided in this Agreement.

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. Notwithstanding the foregoing, the Parties acknowledge that 445 Subco will assign all of its rights under this Agreement to 445 Newco pursuant to the Plan of Arrangement and hereby consent to such assignment. Following the assignment of 445 Subco’s rights under this Agreement to 445 Newco pursuant to the Plan of Arrangement, 445 Newco shall have all of the rights and shall be subject to all of the obligations of 445 Subco under this Agreement.

- 24 -

This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflict of laws thereof which would result in the application of the laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the Province of Ontario.

The Parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement and any such breach would cause the non-breaching Party irreparable harm. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by one of the Parties, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law.

The Parties waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the Party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.

The parties agree that the transactions contemplated by the Arrangement Agreement and by this Agreement are intended to effect (a) the transfer by MID to 445 Subco of the entirety of the Racing and Gaming Business and all of the Development Properties and the Milton Properties (which are intended to be (i) the MID Head Office and (ii) the properties that are described under “Real Estate Business – Development Properties” in note 6(a) to MID’s interim consolidated financial statements for the three and nine month periods ended September 30, 2010 as having a book value of $174.462 million as at September 30, 2010, except the properties set out in Schedule D), (b) the retention by MID of the Real Estate Business (c) a net transfer by MID of cash to, or a net withdrawal by MID of cash from, the Transferred Assets in an amount that is neither greater nor less than the amount of such transfer or withdrawal, as the case may be, that is required pursuant to the Arrangement Agreement and (d) the delivery to MID of an option and right of first refusal in respect of certain properties pursuant to the Option and Right of First Refusal Agreements. The Parties shall do all such things and provide all such reasonable assurances as may be required to give effect to the intentions of the parties referred to in the preceding sentence and to consummate the transactions contemplated by the Arrangement Agreement and this Agreement, and each Party shall do all such acts and provide such further documents or instruments required by the other Parties as may be reasonably necessary or desirable to effect the purposes and intents of this Agreement and carry out its provisions, whether before or after the Effective Date, including any required transfer of cash, assets or properties.

- 25 -

This Agreement is not intended to confer on any person other than the Parties any rights or remedies.

Time shall be of the essence of this Agreement.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument. The Parties may rely on copies of this Agreement which are delivered by telecopier or electronic mail as if such copies were originals.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

- 26 -

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the date first written above.

- 2 -

SCHEDULE A

DEVELOPMENT PROPERTY COMPANIES

- 2 -

- 3 -

SCHEDULE B

PURCHASED ONTARIO REAL PROPERTIES

SCHEDULE C

PURCHASED SHARES

SCHEDULE D

EXCLUDED DEVELOPMENT PROPERTIES

Exhibit C

FORBEARANCE AGREEMENT

FORBEARANCE AGREEMENT dated as of the 30^th day of June, 2011 (the “Effective Date”), between MI DEVELOPMENTS INC., a corporation organized under the laws of the Province of Ontario, Canada (including any successor thereto, “MID”), and MI Developments (America) Inc., a corporation organized under the laws of the state of Delaware (including any successor thereto, “MID America”).

W I T N E S S E T H:

WHEREAS MID proposes to consummate an arrangement (the “Arrangement”) involving, among others, MID and its shareholders under the provisions of section 182 of the Business Corporations Act (Ontario) contemporaneously with the execution of this Agreement;

AND WHEREAS the Arrangement contemplates, among other things, the elimination of MID’s dual class share structure in consideration for, among other things, the indirect transfer of MID’s horse racing and gaming assets (the “Transferred Business”) to a subsidiary of 445327 Ontario Limited;

AND WHEREAS MID intends, for the express benefit of the holders from time to time of its outstanding Common Shares (the “Shares”), to set forth in a manner enforceable by such holders against MID the restrictions on MID’s conduct as specified herein;

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

1. Definitions. For the purposes of this Agreement, the following terms shall have the definitions assigned to them below:

2. Forbearance. MID hereby covenants and agrees with MID America that neither MID nor any of its Controlled Affiliates shall, after the date hereof: (i) enter the horseracing or gaming business; (ii) make any debt or equity investment in, or otherwise give financial assistance to, any entity primarily engaged in the horseracing or gaming business (a “Racing Entity”); or (iii) enter into any transactions with, or provide any services or personnel to, a Racing Entity. Notwithstanding the foregoing, MID may provide transitional services to the Transferred Business for a commercially reasonable transition period.

3. Waiver. MID hereby waives any failure or delay on the part of MID America or any third party beneficiary hereof in asserting or enforcing any of its rights or in making any claims or demands hereunder.

4. Amendment and Termination. This Agreement shall not be amended or terminated without Shareholder Approval, nor shall MID America waive any obligation of MID hereunder without Shareholder Approval.

5. Rights of MID Shareholders. All registered and beneficial holders of Shares, from time to time, shall, in their capacity as such holders, be intended third-party beneficiaries of this Agreement; provided that the third-party beneficiary rights of any such holder shall be limited to (i) the right to demand that MID abide by its covenants under this Agreement and (ii) the right to proceed solely against MID to enforce MID’s covenants under this Agreement.

6. Successors or Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

IN WITNESS WHEREOF, MID and MID America have each caused this Agreement to be executed and delivered as of the day and year first above written by their respective officers thereunto duly authorized.

Exhibit D

AGREEMENT IN RESPECT OF FUNDING

AGREEMENT made this 30th day of June, 2011

BETWEEN:

MI DEVELOPMENTS INC.,

a corporation existing under the laws of the

Province of Ontario,

(hereinafter referred to as “MID”),

- and -

445327 ONTARIO LIMITED,

a corporation existing under the laws of the

Province of Ontario,

(hereinafter referred to as “445”),

-and-

THE STRONACH TRUST

a trust existing under the laws of the

Province of Ontario,

(hereinafter referred to as the “Trust”),

WHEREAS on January 31, 2011, MID, 445 and the Trust entered into an arrangement agreement (the “Arrangement Agreement”) pursuant to which the parties agreed to, among other things, implement the Plan of Arrangement;

AND WHEREAS the Arrangement Agreement provides that MID will on the Effective Date transfer the Transferred Assets to 445 Subco pursuant to the Transfer Agreement for the consideration described in the Transfer Agreement;

AND WHEREAS the Arrangement Agreement provides that MID contribute certain funds to the Transferred Assets from February 1, 2011 to the Effective Date;

AND WHEREAS the parties wish to (i) include MID’s head office located at 455 Magna Drive, Aurora, Ontario (the “MID Head Office”) as an asset to be transferred from MID to 445 Subco pursuant to the Transfer Agreement in consideration for the assumption of liabilities described in Section 2.2 of the Transfer Agreement in respect of the MID Head Office and the issue to MID of Class A preference shares of 445 Subco (being a pro rata portion of the 1,000 Class A preference shares of 445 Subco to be issued by it in total) with an aggregate redemption price equal to the fair market value (“FMV”) of the MID Head Office at the

Effective Date (the “FMV of the MID Head Office”) and (ii) to reduce the amount of funds which MID is required to contribute to the Transferred Assets pursuant to the Arrangement Agreement by an amount equal to the FMV of the MID Head Office;

AND WHEREAS MID has determined to pay a cash bonus of US$1,000,000 (the “Bonus”) to its Chairman and Chief Executive Mr. Frank Stronach on June 30, 2011 and prior to the Effective Time;

AND WHEREAS pursuant to section 4.1(e) of the Arrangement Agreement, MID is required to deliver to 445 a draft statement (the “Draft Funding Statement”) setting forth its calculation of the Funding Amount;

AND WHEREAS pursuant to section 4.1(d) of the Arrangement Agreement, MID shall withdraw cash from the Transferred Assets equal to the amount, if any, (the “Excess Funding”) by which (x) the Funding Amount exceeds (y) (A) US$3.8 million multiplied by the number of calendar months (including any portion thereof) from February 1, 2011 to the Effective Date plus (B) US$2.5 million;

AND WHEREAS the parties agree that the FMV of the MID Head Office shall be included in the definition of Funding Amount in the Arrangement Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby agree as follows:

1. Amendment to Pre-Arrangement Reorganization. The parties hereby agree to amend and replace the Pre-Arrangement Reorganization set out in Schedule B to the Arrangement Agreement with Schedule A to this Agreement.

2. Amendment to Arrangement Agreement. The parties hereby agree to amend the definition of “Funding Amount” in section 1.1 of the Arrangement Agreement by adding immediately after the word “means” in the first line of the definition “(A) Cdn.$12,700,000 (or the US dollar equivalent thereof) which represents the fair market value of MID’s head office located at 455 Magna Drive, Aurora Ontario, plus (B)”.

3. MID Head Office. The parties agree that the FMV of the MID Head Office being Cdn.$12,700,000 (or the US dollar equivalent thereof) shall be included in calculating the Funding Amount. Accordingly, the FMV of the MID Head Office as aforesaid shall be reflected in the Draft Funding Statement prepared by MID pursuant to Section 4.1(e) of the Arrangement Agreement and the amount of any Excess Funding shall be determined pursuant to Section 4.1(d) of the Arrangement Agreement accordingly.

4. Capitalized Terms. All capitalized terms not otherwise defined herein, shall have the meaning given to them in the Arrangement Agreement.

5. Further Assurances. Each of MID, 445 and the Trust shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts, deeds, transfers, conveyances and other things as are reasonably required for the purpose of accomplishing and effecting the intention of this Agreement.

6. Successors. The provisions of this Agreement shall enure to the benefit of and shall be binding upon the successors and assigns of MID, 445 and the Trust.

7. Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the parties to this Agreement attorn to the jurisdiction of the courts of the Province of Ontario.

8. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be signed by themselves or their duly authorized respective officers, all as of the date first written above.