The Mark - Fourth Amendment

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THE MARK

FOURTH AMENDMENT TO DISCLOSURE STATEMENT

REAL ESTATE DEVELOPMENT MARKETING ACT OF BRITISH COLUMBIA

Date of original Disclosure Statement: November 27, 2009

Date of First Amendment to Disclosure Statement: June 24, 2010

Date of Second Amendment to Disclosure Statement: September 10, 2010

Date of Third Amendment to Disclosure Statement: December 8,2010

Date of this Fourth Amendment to Disclosure Statement: November 30, 2012

The original Disclosure Statement (the “Disclosure Statement”), as amended by the First Amendment to Disclosure

Statement, the Second Amendment to Disclosure Statement, the Third Amendment to Disclosure Statement (the“Third Amendment”) and this Fourth Amendment to Disclosure Statement (the “Fourth Amendment”) relates to

an offering by Onni Pacific 2009 Development Limited Partnership (the “Developer”) for the sale of certain strata

lots in a development known as “The Mark” to be situated on lands located at 1372 Seymour Street, Vancouver,

British Columbia (the “Development”).

DEVELOPER

Name: Onni Pacific 2009 Development Limited Partnership(Registration No. 09-0506254)

Business Address: Suite 300— 550 Robson StreetVancouver, British Columbia V6B 2B7

Address for Service: Suite 300—550 Robson StreetVancouver, Brit ish Columbia V6B 2B7

AGENT OF DEVELOPER

Name: Onni Realty Inc.

Mailing Address: Suite 300—550 Robson Street

Vancouver, Brit ish Columbia V6B 2B7

The Developer reserves the right t o use its own employees to market the strata lots being offered for sale

pursuant to the Disclosure Statement, as amended (the “Strata Lots”). Any employees o f the Developer whomarket the Strata Lots on behalf of the Developer may not be licensed under the Real Estate Services Ac t (BritishColumbia) and are not acting on behalf of the purchasers.

This Fourth Amendment to Disclosure Statement relates to a development property that is not yet completed.Please refer to Section 7.2 of the Disclosure Statement for information on the purchase agreement. That

information has been drawn to the attention of _______________________________________ [print Purchaser(s)

name(s)J, who has confirmed that fact by initialling in the space provided here: __________ [Purchaser(s) initialsj

DISCI.AIMER

THIS FOURTH AMENDMENT TO DISCLOSURE STATEMENT HA S BEEN F ILED WITH THE SUPERINTENDENT O F REA L

ESTATE, BUT NEITHER TH E SUPERINTENDENT, NOR ANY OTHER AUTHORITY OF THE GOVERNMENT OF THE

PROVINCE OF BRITISH COLUMBIA, HA S DETERMINED THE MERITS OF ANY STATEMENT CONTAINED IN THIS

FOURTH AMENDMENT TO DISCLOSURE STATEMENT, OR WHETHER THIS FOURTH AMENDMENT TO DISCLOSURE

STATEMENT CONTAINS A MISREPRESENTATION OR OTHERWISE FAILS TO COMPLY WITH TH E REQUIREMENTS OFTHE REAL ESTATE DEVELOPMENT MARKETING ACT. IT IS TH E RESPONSIBILITY O F T HE DEVELOPER TO DISCLOSE

PLAINLY ALL MATERIAL FACTS, WITHOUT MISREPRESENTATION.

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THE MARK

FOURTH AMENDMENT TO DISCLOSURE STATEMENT

The original Disclosure Statement dated November 27, 2009, as amended by the First Amendment to

Disclosure Statement dated June 24, 2010, by the Second Amendment to Disclosure Statement datedSeptember 10, 2010 and as further amended by the Third Amendment to Disclosure Statement dated

December 8, 2010 (collectively, the “Disclosure Statement”) is amended as follows:

1. By deleting Section 4.3 in its entirety and replacing it with the following:

“4.3 Existing Legal Notations and Encumbrances

4.3.1 The legal notations and encumbrances currently registered against title to the Development

Parcel are as follows and, unless otherwise indicated, may remain registered against title to the Strata

Lots and bind purchasers following completion:

(a) Legal Notations

(i) Notice of Interest, Builders Lien Ac t (5. 3(2)), see 6A88069, filed 2006-04-24;

(ii) Hereto is annexed Easement BB1091463 over Parcel F, Plan BCP32313 partformerly Lots 8 to 12, inclusive, and Lots 14 to 17, inclusive, al l B lock 114

District Lot 541 Plan 210; and

(iii) Notice of Interest, Builders Lien Act (s. 3(2)), see BB56352, filed2007-01-19.

(b) Encumbrances

(i) Easement and Indemnity Agreement 119307M in favour of the City ofVancouver for the purposes of, among other things, constructing and

maintaining an area comprising one commercial crossing over the sidewalk and

boulevard. The Developer anticipates that Easement and Indemnity

Agreement 119307M will be discharged from title to part formerly Lot 16 at the

t ime of subdivision and/or consolidation of the Lands.

(ii) Easement 661091461 in favour of the City and benefitting Parcel F

Plan BCP32313 (“Parcel F”) for the purposes of, among other things, permitting

the City to enter upon portions of part formerly Lots 8 to 12, inclusive, and

Lots 14 to 17, inclusive, all Block 114 District Lot 541 Plan 210 (the “Easement

Area”) for the purposes of install ing shoring and other works within the

Easement Area, to conduct surveys and inspections of the Easement A rea or

any buildings thereon, and providing for cranes located on Parce l F to swing

over portions of the Easement Area so as to permit the construction of

buildings and developments on Parcel F. The Developer anticipates that an

easement will be registered against title to parts formerly Lots 13, 18, and 19

all Block 114 District Lot 541 Plan 210 upon the same terms and conditions as

set out in Easement BB1091461;

(Hi) Statutory Right of Way BB1153383 in favour o f the City for the purposes of,among other things, allowing the City to disturb and deposit on the Lands and

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its improvements with all manner of nuisances associated with the close

prox im ity o f the Development to the Granville Street Bridge together with a

release in favour of the City from all manner of actions, claims, suits and

demands founded on or arising f rom the rights granted under Statutory Right

of Way BB1153383 or the failure or collapse of the Granville Street Bridge (see

Section 7.3.2 and Exhibit “H”);

(iv) Covenant BB115338S (the “Car Share Covenant”) in favour o f t he City, a copy

of which is attached hereto as Exhibi t”l”, whereby the Developer covenants,

among other things, n ot to apply for an occupancy permit until such time thatthe Developer has constructed, finished and designated three shared vehicle

parking spaces (the “Shared Vehicle Parking Spaces”) on the Lands for th e

exclusive use of three shared vehicles; entered into a shared vehicle agreement

with a shared vehicle o rgan izat ion ( the “Shared Veh ic le Organization”)

whereby the Developer provides funds to the Shared Vehicle Organization to

purchase three shared vehicles (the “Shared Vehicles”); and provided to the

Shared Vehicle Organization the aforementioned funds together wi th furtherfunds for the operation and maintenance of the Shared Vehicles;

(v) Statutory Right of Way BB1153387 in favour of the City for the purposes of,

among other things, allowing the City, its personnel, invitees and licensees and

members of the Shared Vehicle Organization to en te r the Lands and to park

and access the Shared Vehicles (see Exhibit”l”);

(vi) Covenant BB1271421 in favour o f the City whereby the Developer covenants,

among other things, to inspect, maintain and repair the Shared Vehicle Parking

Spaces and all access and egress routes thereto and therefrom and to place

signs directing patrons to the location of the Shared Vehicle Parking Spaces and

indicating that the Shared Vehicle Parking Spaces are reserved for members ofthe Shared Vehicle Organization for the purposes of parking the Shared

Vehicles (see Exhibit”l”);

(vii) Statutory Right of Way BB1153389 in favour of the City for the purposes of,

among other things, allowing the City to upgrade the sanitary sewer system

adjacent to the Lands; inspecting the Developer’s improvements, road works,

services, facilities, utilities, structures, landscaping and other works to be

constructed by the Developer ; and permitting the City to carry out the

Developer’s obligations under Statutory Right of Way 8B11S3389;

(viii) Covenant BB11S3391 in favour o f the City whereby the Developer covenants,among other things, not to apply for an occupancy permi t unti l such time that

the Developer has made arrangements satisfactory to the City for theconstruction of certain works and services for the Lands as required by the City;

(ix) Covenant BB11S3393 in fa vour o f t he City whereby the Developer covenants,

among other things, to design, construct, equip, fit, finish, furnish and supply

the Childcare Facility (as defined in Section 7.3.1) in accordance with

Covenant BB1153393 (see Section 7.3.1 and Exhibit “J”);

(x) Option to Lease BB1153394 in favour o f the City whereby the Developer grants

t o the City an option to lease the Childcare Facility for a te rm o f 999 years (see

Section 7.3.1 and Exhibit “i”);

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(xi) Covenant BB1153395 in favour of t he City whereby the Developer covenants,

among other things, not to subdivide the Lands by way of strata plan prior to

the registrat ion of the Childcare Facility Lease (as defined in Section 7.3.1) and

the granting of related easements for parking, outdoor space, a garbage room

and bicycle storage space (see Section 7.3.1 and Exhibit “J”);

(xii) Mortgage BB1296103 in favour of the Canadian Imperial Bank of Commerce;

(xiii) Assignment of Rents BB1296104 in f avou r o f t he Canadian Imperial Bank of

Commerce;

(xic’) Mortgage BB1296105 in favour ofAviva Insurance Company of Canada;

(xv) Assignment of Rents 8B1296106 in favour of Aviva Insurance Company ofCanada;

(xvi) Priority Agreement BB1296107 granting Mortgage BB1296103 priority over

Mortgage B81296105 and Assignment of Rents 8B1296106;

(xvU) Priority Agreement BB1296108 granting Assignment of Rents BB1296104

priority over Mortgage BB1296105 and Assignment of Rents BB1296106; and

(xviii) Statutory Right of Way 8B1306322 in favour of Shaw Cablesystems Limited

(“Shaw”) for the purposes of granting Shaw the non-exclusive right to enter on

the Lands to pro’~ide communication service to occupants of the Lands, toconstruct, operate and repair Shaw’s network of communication facilities and

equipment on the Lands and for all purposes necessary or incidental thereto.”

2. By deleting Section 4.4.2 in its entirety and replacing it with the following:

“4.4.2 The Development financing referred to in Section 4.4.1(a), if obtained, and the mortgages and

assignments of rents referred to in Section 4.3.i(b)(xii), 4.3.1(b)(xiii), 4.3.1(b)(xiv) and 4.3.1(b)(xv)

will be discharged f rom the relevant.Strata Lot upon, or within a reasonable period of time after,

the closing of the purchase and sale of such Strata Lot.”

3. By deleting the first four lines of Section 7.2.1 in its entirety and replacing it with the following:

“The Developer intends to offer each Strata Lot for sale generally in conformance with the terms,

and conditions of the Developer’s standard form of contract of purchase and sale (the

“Contract”), and such other terms as are negotiated between the Developer and the purchaser.A copy of the Contract to be used prior to December 1, 2012, is attached as Exhibit “G” to this

Disclosure Statement and a copy of the Contract to be used from and after December 1, 2012, is

attached as Exhibit “C-i” to thi s Disclosure Statement. Each Purchaser entering into a Contract

on or after February 17, 2012 and prior to December 1, 2012 shall receive an addendum f rom theDeveloper in a form substantially similar to the addendum attached as Exhibit “G -2” to this

Disclosure Statement. The Contract provides, among other things, the termination, extension,

assignment and deposit provisions as follows:”

3

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EXHIBITS

4. By deleting in its entirety the li st of Exhibits set out on page vi of the Disclosure Statement (see

Table of Contents) and replacing such list with the following Exhibits:

“Exhibit “A” Preliminary strata Plan

Exhibit “B” Form V — Schedule of Unit Entitlement

Exhibit “C” Form Y — Owner Developer’s Notice of Different BylawsExhibit “D” Form of Parking Area Lease

Exhibit “E” Estimated Interim Budget and Monthly AssessmentsExhibit “F” Form J — Rental Disclosure Statement

Exhibit “C” contract of Purchase and Sale (Pre December 1, 2012)

Exhibit “C-i” Contract of Purchase and Sale (From and After December 1,2012)

Exhibit “G-2” Addendum to Contract of Purchase and Sale (Pre December 1, 2012)

Exhibit “H” Bridge Proximity Agreement

Exhibit’1” car share Covenant

Exhibit”J” Childcare Facility Option to Lease”

5. By deleting Exhibit “A” (Preliminary Strata Plan) in its entirety and replacing it with the

Exhibit “A” (Preliminary Strata Plan) attached to this Fourth Amendment to Disclosure Statement.

6. By deleting Exhibit “G” (Developer’s Form of Contract of Purchase and Sale) in its entirety and

replacing it with the following Exhibits:

Exhibit “G” - Contract of Purchase and Sale (Pre December 1, 2012);

Exhibit “G-l”- Contract of Purchase and Sale (From and After December 1,2012); and

Exhibit “G-2”- Addendum to Contract of Purchase and Sale (Pre December 1, 2012),

all as attached to this Fourth Amendment to Disclosure Statement.

4

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DEEMED RELIANCE

Section 22 of the Real Estate Development Marketing Ac t provides that every purchaser who is entitled toreceive this Fourth Amendment to Disclosure Statement is deemed to have relied on any false or misleading

statement of a material fact contained in this Fourth Amendment to Disclosure Statement, if any, and any

omission to stateamaterial fact. The Developer, its directors and any person who has signed or authorized thefiling o f th is Fourth Amendment to Disclosure Statement are liable to compensate the purchaser for any

misrepresentation, subject to any defences available under Section 22 of the Act.

DECLARATION

The foregoing statements disclose, without misrepresentation, all material facts relating to the Development

referred to above, as requi red by the Real Estate Development Marketing Ac t of British Columbia, as ofthe~C1ay of November, 2012.

DEVELOPER

ONNI PACIFIC 2009 DEVELOPMENT LIMITEDPARTNERSHIP by its general partner ONNI

DEVELOPMENT (PACIFIC 2009) CORP. by its

authorized signatory:

Per:

Rossano De Cotiis, President

SOLE DIRECTOR OF ONNI DEVELOPMENT(PACIFIC 2009) CORP.

Rossano De Cotils

THE MARK



EXHIBIT “A”

PRELIMINARY STRATA PLAN

See attached.

TH E MARK



SHEET I OF 32 SHEETS

PRELIMINARY STRATA PLAN OF LOT G,BLOCK 114, DISTRICT LOT 541. GROUP 1,

NEW WESTMINSTER DISTRICT,

“CII’? OF VANCOUVER”

“THE MARK”

LEGEND

SL. — DENOTES SWATA LOT

PT. — DENOTES PART

©

0

— DENOTES PATIO BONG LIMITEDCOMMON PROPERTY FOR ThISEXCLUSIVE USE OF EL. I

- DENOTES STAIRS BEING LIMITED

TYPICAL COMMON PROPERTY FOR PIEDCCL USIW USE OF SL 37

- DENOTES ROOFTOP PATIO BEING LIMITED

flPICAL COMMON PROPERTY FOR PIEEXCLUSIVE USE OF SL 301

0/B — 0010755 OPEN 70 BELOW.PART OF EL. BUT EXCLUDEDFROM ARM C4LCULATION.

STRATA LOT BOUNCIIRIES ARE DEFINEOAS CENTER L INE OF ALL WALLS.

PItS PREUMIIL4RY STRATA PLAN DOES NOTHAlE LEWIS : 4. 73, 14. 24, 34 NOR 44

INFORMATION SHOWN IS 84550 ON DIGITALDATA RECEIVEL’ ifOM IBI/HB ARCHITECTS

WY 20. 2010. JUNE 1 AND 2. 2070.FOR REVISION #7 DATA RECEIVED NOVEMBER 26, 2072

BENNETT LANO SURVEYING LID.B.C. Sc c47L4G4 LAND SURVEYORS~2Ol—9547 752nd S7RECZSURREY. S.C.PHONE 6O4—582—OTI7

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PLAN BCP44613

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5 0 5 70

ALL DISTANCES ARE IN METRES

1372 SEYMOUR STREETVANCOUVER. B.C.

- DENOTES COMMON PROPERTY

- DENOTES ELECTRKZ4L ROOMBONG COMMON PROPEFCIY

- OENOIES VENT BEINGCOMMON PROPERTY

— DENOTES MECHANICAL SPACEBEING COMMON PROPERTY

Lz~

Cl)~) - OENOIES BALCONY BONG LIMITEDCOMMON PROPERTY FOR THE

TYPICAL EXCLUSIVE USE OF St. I

COMMON PROPERTY FOR THEEXCLUSIVE USE OF EL. 37

LCP — DENOTES LIMITED COMMON PROPERTY

0

Cl)

PACIFIC S T R E E T



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EXHIBIT”G”

CONTRACT OF PURCHASE AND SALE (PRE DECEMBER 1,2012)

See attached.

TH E MARK



TIlE MARK

CONTRACT OF PURCHASE AND SALE(1372 Seymour Street, Vancouver, British Columbia)

Vendor ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP

#300 —550 Robson Street, Vancouver, B.C. V6B 2B7 Tel: (604) 602-7711 Fax: (604) 680-7907

Purchaser~* _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _______________________________________________

Telephone (Home): ___________________ Telephone (Home): ______________________

Telephone (Work): ____________________ Telephone Q~ork): _______________________

E-mail: _____________________________ E-mail: ________________________________

Fax: _______________________________ Fax: __________________________________

DL#: ____________________________ DL#: _______________________________(Optional) (Optional)

Purchaser is a resident of Purchaser is a resident of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(Country) (Country)

Occupation or principal business: Occupation or p rincipal business:

Date of Birth Date of Birth(if individual): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (if individual): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

* Jf the Purchaser is a corporation, then a copy of the corporate record which sets out the power

to bind the corporation (such as a certificate of incumbency, the articles of incorporation or thebylaws of the corporation that set out the officers duly authorized to sign on behalf of the

corporation) must be provided to the Vendor within 30 days of the Vendors acceptance of thisoffer.

Real Estate Agent:Name: _______________________________ Company:Telephone: (W) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (C):______________________________________Facsimile: _____________________________ E-mail:________________________________

RE: Proposed Strata Lot (Unit No. ______) (the ‘Strata Lof’) in “The Mark’ (the “Developmenf’) tobe constructed at 1372 Seymour Street. Vancouver, British Columbia on the lands described in theDisclosure Statement (as hereinafter defined)

“Purchase Price” $____________________________ ((plus any amount payable for parking stall(s), storage areas,upgrades and other extras). The Purchaser aoknowledges and agrees that the Purchase Price isexclusive of applicable taxes, including goods and seivices tax (“GST”), harmonized, sales tax(“HST”) (including the provincial component of the HST) or any other federal or provincial sales.service, value added or other tax, as set out in further detail in Section 15 (Costs and Taxes) of

Addendum ‘K hereto.

1.01 Offer. The Purchaser hereby offers to purchase from the Vendor the Strata Lot for the Purchase Price and upon the terms set forthherein subject to the encumbrances (the “Permitted Encumbrances”) referred to in the Disclosure Statement. The Purchaseracknowledges that he orshe is purchasing a strata lotwhich is notyetconsfructed. The Purchaserwill be entitled to acquire fromtheVendorthe exclusive use of_______ parking stall(s) In the Development forthe price of$ ,in locations designatedby the Vendor, and such add it iona l amount wil l be added t o t he Purchase Price and all references to the Purchase Price in thisAgreement will be deemed to include such additional amount

1.02 Deposit. The Purchaserwill pay a deposit (the “Deposit”) by certified chequeorbank draftto Onni Realty Inc. in trustortheVendor’ssolicitors (the “Vendors Solicitors’), as determined by the Vendor, in trust at the Vendors option, and the Deposit wil l be held inaccordance with the Real Estate Development Marketing Acf (British Columbia) (it being acknowledged by the Purchaser that theDeposit may be released to the Vendor as contemplated In section 20 of Addendum “A” hereto). The Deposit will be paid by thePurchaser as follows:

(a) asto an amount equal t o5% of the Purchase Price, being S__________________ forthwith upon the Vendors acceptance ofthis offer

2455734_2lVan..Doos

(b) as to an amount equal to 5% of the Purchase Price , being S__________________ on the date that is 6 0 days after theVendor’s acceptance of this offer;



(c) as to an additional amount equal to 5% of the Purchase Price, being $ ,on the date that i s 180 daysafterthe Vendor’s acceptance of this offer;

(d) as t o a n additional amount equal t o5% of the Purchase Price, being $_________________ on the date that is 360 daysafterthe Vendor’s acceptance of this offer;

(e) as t o a n additional amountequal t o5% of the Purchase Price, being $_________________ on The date that is 540 daysafterthe Vendor’s acceptance of this o ffer; and

(U as t oan additional amountof $1,000.00, on o r before 12:00 p.m. on theday which is three days before the Completion Date.

Intereston the Depositwill, in all cases (exceptassetoutbelow), be forthe benefitoftheVendorandwill notbeappliedonaccountofthe Purchase Price. If the Purchaserdefaults in his orherobligations hereunder, theVendormay, atitsoption, retain the Depositandinterest thereon without prejudiceto any otherremedywhich the Vendor may have in respect of the Purchaser’s default. If The Vendordefaults in its obligations hereunder, the Deposit (including interestthereon) will be paid to the Purchaser as liquidated damages (theparties hereby agreeing that such amount constitutes a genuine pre-estimate of damages) and as the Purchaser’s sole and exclusiveremedy. The Purchaseracknowledges and agrees that all payments on account of the Deposit must be made by certified cheque orbank draft and that the Purchaserwill not, in any circumstances, be permitted to pay bli or any part of the Deposit by way of depositbond.

1.03 The Purchase Price includes the following equipment, appliances and fumishings:[a) one refrigerator [d) one washer/dryer[bj one gas cook-top [eJ one microwave -[c] one dishwasher [f] one wall oven

‘1.04 Completion, PossessIon and Adjustment Dates: See Addendum ‘A’ attached hereto,

1,05 Acceptance. This offerwill beopen foracceptance on presentation upto 48 hours from the dateof this offerand upon acceptance by

the Vendor signing a copy of this offer, there will be a binding agreement of sale and purchase (the ‘Agreement’) in respect of theStrata Lot for the Purchase Price, on The terms and subject to the conditions set out herein.

THE TERMS AND CONDITIONS ATI’ACHED HERETO AS ADDENDUM “A” ARE PART OF THIS AGREEMENT. READ THEMCAREFULLY BEFORE YOU SIGN.

THE PURCHASER HAS EXECUTED THIS AGREEMENT UNDER SEAL THIS ________ DAY OF _____________, 2 0 _ .

WITNESS: PURCHASER(S):

Print Name:

(as to a ll signatures) _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (SEAL)

THE VENDOR HAS EXECUTED THIS AGREEMENT THIS ______ DAY OF , 20_.

VENDOR:

ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP,by Its General Partner, ONNI DEVELOPMENT (PACIFIC 2009)CORP.

Per: _____________________________________________________________(Authorized Signatory)

2455734_2lVan.Docs

S.L. No. _________Unit No. ___________

ADDENDUM “A’

Completion Date, The Purchaser will pay the balance of the Purchase Price by cash, certified cheque or solicitor’s or notary’s



certified trust cheque priorto 4:30 p.m. on thecompletion date (the “Completion Date)! which will be the 10th day afterthe Vendoror the Vendor’s Solicitors notifies the Purchaser or the Purchasers solicitors (the “Purchaser’s Solicitors”) that the Strata Lot isready to be occupIed. Whether the Strata Lot is ready to be occupied refers to the Strata Lot and not any other strata lot orcommon propertywithin the Development and the Strata Lotwill be deemed t obe ready to be occupIed on the Completion Date ifthe City of Vancouver has given oral or written permission to occupy the Strata Lot, whether such permission is temporary,conditional orfinal. The notice of the Completion Date delivered from theVendor orthe Vendors Solicitors tothe PurchaserorthePurchaser’s Solicitors may be based on the Vendor’s estimate asto when the Strata Lotwill be ready tobe occupied. Ifthe StrataLot is notready tobe occupied on the Completion Date so established, then the Vendor may delay the Completion Datefrom timetotime as required, by notice of such delay to the Purchaserorthe Purchasers Solicitors. If the Completion Date has notocairredby July 31, 2014 (the “Outside Date”), then this Agreement will be terminated, the Deposit (excluding interest thereon) will bereturned to the Purchaser and the parties will be released from all of their obligations hereunder, provided that

(a) if the Vendor is delayed from completing constnjction of theStrata Lot as a result of earthquake, flood or other actofGod, fire, explosion or accident, howsoever caused, act of any governmental authority, strike, lockout, inability toobtain or delay in obtaining labour, supplies, materials or equipment, delay or failure by carriers or contractors,breakage or other casualty, climactic condition, interference of the Purchaser, or any other event o f any naturewhatsoever beyond the reasonable control o f the Vendor, then the Outside Date will be extended for a periodequivalent to such period of delay; and

(b) the Vendor may, from time to time, at its option, exercisable by notice to the Purchaser, in addition to any extensionpursuant to paragraph (a) and whether or notany delay described in paragraph (a) has occurred, elect to extend theOutside Date for up t o 120 days.

The Purchaser acknowledges and agrees that the Completion Date will be determined in accordance with this sec tion Inotwithstanding the estimated date (the “Estimated Construction Completion Date”) for the completion of construction of the

Developmentset out in the Disclosure Statement. The Estimated Construction Completion Date is an estimate only and mayvarybased on construction factors or market conditions and may be revised to advance or delay it from time to time without furthernotice or compensation to the Purchaser. Forclarity, the Purchaser acknowledges and agrees that the actual Completion Datemay be accelerated or delayed beforeor after the Estimated Construction CompletionDate, as the case may be, as established bythe Vendors notice that the Strata Lot is ready t o be occupied as referred to in this Section 1 above, The Purchaser agrees tocomplete the purchase of the Strata Lot on the Completion Date as established according to this Section I regardless of theamount of time between the actual Completion Date and the Estimated Construction Completion Date, The Purchaseracknowledges and agrees that its decision to enter Into and to perform theterms of this offer is not predicated upon whether theactual Completion Date occurs before, at or after the Estimated Construction Completion Date.

2. Vendors Rights to Terminate. The Purchaser acknowledges and agrees that:

(a) i f the Vendor has not entered into unconditional, binding contracts of purchase and salewith purchasers In respect of50% o r more of the s trata lots in the Development (the “Minimum Pre-Sales”), the Vendor wil l have the r ight toterminate this Agreement by giving written notice to the Purchaser or the Purchaser’s Solicitors at anytime until thedate that the Minimum Pre-Sales are achieved;

(b) if, by December3l,2013, the Vendor has notdeposited the Final Strata Plan (as hereinafterdefined) in respect oftheDevelopment in the applicable Land Title Office or the City of Vancouver has not issued the occupancy permitapplicable to the Strata Lot, the Vendorwill have the right to terminate thisAgreement by giving written notice to thePurchaseror the Purchasers Solicitors at anytime until the later of: (i) the date that theFinal Strata Plan is depositedin the applicable Land Title Office; and (ü) the date the Cityo f Vancouver issues the occupancy permit applicable tothe Strata Lot; and

(c) iftheVendor re-designs the Development in such a mannerthatthe layout, location, design andlorestimated area ofthe Strata Lot is, in the Vendors sole opinion, significantly different than as set out in the Disclosure Statement, theVendor will have the right to terminate this’Agreement by giving written notice to the Purchaser or the Purchaser’sSolicitors at any time.

If the Vendor terminates this Agreement in accordance with paragraphs (a), (b) or (c) above, thisAgreementwill be null andvoideffective as of the day the Vendor delivers notice of termination to the Purchaser and the Vendorwill return to the Purchaser thatportion of the Depos it (exclud ing interes t thereon) paid by the Purchaser pursuant to this Agreement. The Purchaseracknowledges and agrees that it is signing thisAgreement under seal andthatthe Purchaserwili nothave any right to revoke hisor heroffer herein while thisAgreement remains subject to the foregoing termination rights in favourof the Vendor. The Purchaseracknowledges and agrees that the Vendor wil l not be liable for any damages or costs whatsoever incurred by the Purchaserresultingfrom any such termination including, without limitation, relocation costs, professional fees and disbursements, opportunitycosts, loss of bargain, damages and/orcosts resulting from hardship or any other damages or costs incurred bythe Purchaser,directly or indirectly, and that this provision will constitute a complete defence to any claim that may be made against the Vendorby the Purchaser in respect of the Vendor’s termination of this Agreement and any matter associated therewith.

3, Intentionally deleted.

4. Conveyance. The Purchaser will cause the Purchaser’s Solicitors to prepare and deliver to the Vendors Solicitors, at least 3business days priorto the Completion Date, a vendor’s statement of adjustments ~nd a Form A freehold transfer (the “Transfer’)forthe Strata Lotand, if required bytheVendor, a certificate as to theGST orHSTregistered status of the Purchasertogetherwiththe documentation relating to the parking stall(s), i fany. TheVendorwill execute and deliver such statement of adjustments, theTransfer and certificate (if required) to the Purchasers Solicitors prior to the Completion Date on the condition that, forthwith uponthe Purchaser’s Solicitors obtaining a post registration index search from the applicable Land Title Office indicating that, In theordinary course of Land Title Office procedure, the Purchaserwill become the registered owner of the Strata Lot (subject only tothe Permitted Encumbrances and charges for which the Purchaser is responsible), the Purchaser will cause payment of the

balance of the Purchase Price due on the Completion Date t obe made bythe Purchaser’s Solicitors to the Vendors Solicitors.

I ____

245 5734_2l Van_Does

SL. No. _________Unit No. ___________

ADDENDUM “A

The transfer of the Strata Lotwill also be subject to the Vendor’s financing arranged in connection with the Development or any



builders’ lien claims provided that theVendor’s Solicitors undertake to clear title to the Strata Lot of all encumbrances related tosuch financing and such builders liens claims within a reasonable period of time after receivingthe balance ofthe Purchase Pricedue on the Completion Date. The Purchaser acknowledges that the Vendor’s financing, if any, may remain as a charge againstthe common property of the Development unti l the Vendor has completed the sale of the balance of the s trata lots in theDevelopment whereupon the Vendor covenants such financing will be discharged entirely. The Purchaser acknowledges thatlegal titie to the Strata Lotis orwill be held by Onni Development (555 Pacific) Corp. on behalf of theVendor and the Purchaseragrees to accept a Transfer of titleto theStrata Lotfrom Onni Development (555 Pacific) Corp., notwithstanding any provision ofthe PropertyLawAct (British Columbia) to the contrary and, in additIon, the Vendor and the Purchaser acknowledge and agree

that,upon the

filingof the

Transferin the Land Titie Office, the

Vendorwillbe deemed to have

concurrentlyassigned,

transferredand conveyed all the Vendor’s beneficial right, title and interest in and to the Strata Lot to the Purchaser.

If the Purchaser is relying upon a new mortgage to finance the Purchase Price, the Purchaser, while still required t o pay thePurchase Price on the Completion Date, may wait to pay the Purchase Price to the Vendor until after the Transfer and newmortgage documents have been lodged for registration in the appropriate Land Title Office, but only it before such lodging, thePurchaser has: (a) made availablefor tender to the Vendor that portion of the Purchase Price not secured by the new mortgage;(b) fulfilled all the newmortgagee’s conditions for funding except lodging the mortgage for registration; and (c) made available tothe Vendor a solicitor’s or notary’s undertaking to pay the Purchase Prico upon the lodging of the Transfer and new mortgagedocuments and the advance bythe mortgagee of the mortgage proceeds.

5. Possession, Risk and Adjustment. The Purchaser will assume all taxes, rates, local improvement assessments, water ratesand scavenging rates, assessments of the strata corporation (including an adjustment of pre-paid insurance premiums) of whichtheStrata Lot forms a part, and all other adjustments both incoming and outgoing ofwhatever nature in respect of theStrata Lotwill be made aso f the date the balance of the Purchase Price is due. The Strata Lot is to be at the risk of the Vendor t o andincluding the day preceding the Completion Date, and thereafter at the risk of the Purchaser. So long as the Purchase Price andall other amounts payable by the Purchaser to the Vendor in respect of the Strata Lothave been paid In full, the Purchaser may

have possession of the Strata Lot on the day following the Completion Date (the “Possession Date”).

The Purchaser wil l be responsible for all uti li ty charges as of the Complet ion Date and must ensure he or she not if ies thenecessary utility companies to have the utilities transferred into his or her name on the Completion Date. If the Purchaser doesnot transfer the utilities i nt o h is o r her name as o f the Completion Date, any charges to the Vendor that are the Purchaser’sresponsibilitywill be paidto the Vendor in full within fivebusiness days of notification. If such amount is not paid bythe Purchaserwithin such period, a $50.00 charge will be added to the outstanding amount.

6. Builders’ Lion Hoidback. That portion, i f any, of the balance of the Purchase Price required by law to be held back by thePurchaser In-respect of builders’ lien claims (the “Lien Holdback”) will be paidto the Vendor’s Solicitors on the Completion Date.The Lien Holdback will be held in trust for the Purchaser pursuant to the Strata ProperfrAct (British Columbia) and Builders LienAct (British Columbia) (or successor statutes) solely in respect of l ien claims registered in the applicable Land ‘flUe Office inconnection with work done at the behest of the Vendor. The Vendor’s Solicitors are authorized to invest the Lien Holdback in anInterest bearing trust account and to pay to the Vendor (or as directed by the Vendor), on the eariier of (i) the date on which thetimeforfiling a claim of lien underthe Builders LienActexpires; and (U) the datewhich is 55 days afterthe datethatthe balanceofthe Purchase Price becomes due as aforesaid, the Lien Holdback plus interest, i f any, accrued thereon, less the amount of anybuilders’ lien claim filed against theStrata Lotof which the Purchaseror thePurchaser’s Solicitors notifythe Vendor’s Solicitors in

writing by 1:00p.m. on that day.

7. DIsclosure Statement&Acknowledgementof Proposed Changes to Development. The Purchaser acknowledgesthat he orshe has received a copy ofthe Disclosure Statementforthe Development including all amendments thereto, if any, filed up tothedate hereof (collectively, the “Disclosure Statemenf’) and, prior to entering into this Agreement, has been given a reasonableopportunity to read the Disclosure Statement and the execution by the Purchaser of this Agreementwill constitute a receipt inrespect of theDisclosure Statement. Further, without limiting the foregoing acknowledgement, the Purchaseracknewledges thatitis aware of the proposed rezoning application forthe Development and its implications forthe Development, as more particularlydescribed in Section 7.4.4 o f t he Disclosure Statement (the ‘Rezoning’). The Purchaser acknowledges and agrees that thePurchaser’s decision to enter into and to perform the terms ofthis offer is not predicated upon whetherthe Rezoning is approvedor not. Regardless of whether the Development proceeds as currentiy approved by the City o f Vancouver and described in theDisclosure Statement or if it proceeds based on a later-approved Rezoning, the Purchaser’s decision to enterinto and perform theterms of this offerwould not change.

8. Time of Essence. Time will beo f the essence hereof and, unless all payments on account of the Purchase Price, together withadjustments thereto as provIded herein and all otheramounts payable hereunder are paid when due, then theVendor may, at itsoption: -

(a) terminate this Agreement by written notice to the Purchaser and, in such event, the Deposit and all accrued interestthereon will be absolutely forfeited to the Vendor without prejudice to the Vendor’s other remedies and Onni RealtyInc. orthe Vendor’s Solicitors, as the case may be, are hereby irrevocably authorized and directed by the Purchasertopay the amount held by them and such interest as may have accrued thereon to the Vendor upon written demandtherefor by the Vendor; or

(b) elect 10 extend the Completion Date to a certain date determined by theVendor, time to remain ofthe essence hereofand subject to the Vendor’s right in its sole discretion, to grantfurther extensions to a certain date each time, in whichevent the Purchaser will pay to the Vendor, in addition to the Purchase Price, Interest on the unpaid portion of thePurchase Price and other unpaid amounts payable hereunder at the rate of 2% per month (approximately 27% perannum), calculated daily and compounded monthly not in advance, from the date upon which such portion andamounts were due to the date upon which such portion and amounts are paid.

The Vendor may cancel this Agreement pursuant to paragraph (a) at anytime after extending the Completion Date pursuant toparagraph (b) if the Purchaser fails to complete on or before such extended date. -

A’2

2455734_2IVan_Docs

S.L. No. _________Unit No. ___________

ADDENDUM “A”

9. Entire Agreement/Representations. The Purchaser acknowledges and agrees that this Agreement constitutes the entire



agreement between the parties with respect to the sale and purchase of the Strata Lot and supersedes any prior agreements,negotiations or discussions, whetheroral or written, of the Vendor (or its agents or employees or any other person on behalf of theVendor) and the Purchaser, and that there are no representations, warranties, conditions or collateral contracts, expressed orimplied, statutory or otherwise, or applicable hereto, made by the Vendor, its agents or employees, or any other person on behalfof theVendor, other than those contained herein and in the Disclosure Statement including, without limitation, arising out of anysales brochures,models, websites, representative view sets, showroom displays, photographs, illustrations or renderings orothermarketing materials provided to the Purchaserormade availableforhis orherviewing. In particular, the Purchaseracknowledgesand agrees that the materials; specifications, details, dimensions and floorplans set out In any materialsviewed by the Purchaser

are approximate and subject to change without notice in order to comply with building site conditions and municipal, structural,Vendor and/or architectural requirements.

10. New Home Orientation. The Purchaser or his or her representative and a representative of the Vendor will jointly inspect theStrata Lot at a reasonable time designated by the Vendor by written notice or telephone prior t o t he Complet ion Date. ThePurchaser may at his or her option forfeit thisinspection and, if soforfeited, the Purchaserwill be deemed tobe satisfied with andto have accepted the physical condition of the Strata Lot (including without limitation the existing kitchen, bathroom and otherinstallations, equipment, appliances and furnishings) on the Completion Date. At the conclusion of the inspection, a conclusive listof any defects or deficiencies in any interior renovation and interiorfinishing work performed by the Vendor in the Strata Lot (the“Deficiencies’) will be prepared by the Vendor in the Vendor’s sole and absolute discretion. As of the Completion Date, thePurchaserwill be deemed t obe satisfied with and to have accepted the physical condition ofthe Strata Lot (including the existingkitchen, bathroom and other installations, equipment, appliances and fumishings) subject only to the Deficiencies, ifany. if, in theVendor’s sole and absolute discretion, there are Deficiencies, the Purchaser acknowledges and agrees that:

(a) while the Vendor will endeavour to rectify the Deficiencies prior to the Completion Date, the Vendor does notguarantee that itwill doso andthe Vendor mayelect to rectify the Deficiencies following the Completion Date ata timeconvenient to the Vendor in its sole and absolute discretion;

(b) the Vendor and its representatives will have the right to enter the Strata Lot following the Completion Date duringnormal working hours, with reasonable notice, in order to cany out the work necessary to rectify the Deficiencies;

(c) the manner in which the Deficiencies are rectified will be determined by the Vendor in its soleand absolute discretion;and

(d) there will be no holdback from the Purchase Price in respect of the Deficiencies.

The Purchaser covenants and agrees to complete the purchase of the Strata Lot on the Completion Date on the terms andconditions herein contained notwithstanding thatthe Deficiencies, if any, are t obe rectified subsequent to the Completion Date.The Purchaser will be deemed to have forfeited the Inspection if the Vendor is unable to reach the Purchaser or to schedule theinspection with the Purchaser, after reasonable attempts to d o t he same.

II. Access. Except as provided In section 10, the Purchaseracknowledges andagrees that the Purchaserwill not be entitied to haveaccess to the Development priorto the Possession Date without the priorwritten permissionof theVendor (which theVendormay

withhold inits

sole and absolute discretion) and then only if accompanied byarepresentative of the Vendor. The Purchaserherebyreleases the Vendor, theVendor’s partners, Onni Development (Pacific2cO9)Corp., OnniDevelopment (555 Pacific) Corp.

and their respective directors, officers, shareholders, unit holders, employees, agents, contractors and representatives(collectively, the “Released Parties”) from and against any loss, cost damage, Injury or death resulting fromanyact oromission ofanyone or more of the Released Parties (negligentor otherwise) or any conditionwithin the Developmentand agrees to indemnifyand hold harmless the Released Parties from and against any loss, cost, damage, Injury or death resulting from the presence ofthe Purchaser or any person on behalf of the Purchaser within the Development prior to the Possession Date, or any act o romission (negligent orotherwise) of the Purchaserorany person on behalfof the Purchaserwhilewithinthe Development priortothe Possession Date. The Purchaserhereby acknowledges and the Vendor hereby confirms that the Vendor hasacted as agentfor and on behalf of the other Released Parties with respect to obtaIning the foregoing release and indemnity from the Purchaserfor the benefit of such Released Parties.

12. Construction. The Strata Lot is expected to b e substantially as shown on the preliminary strata plan (the “Preliminary Plan”)forming part ofthe Disclosure Statement. The Vendor maymake alterations to the features and layoutof theStrata LotwhicWaredesirable in the discretion oftheVendor. The Vendor reserves the right to alterthe common property of theDevelopment at anyt ime and from time to time if, in its sole opinion, sUch alferation or alterations improve the structural integrity of the Development,its mechanical systems, its ability to withstand water penetration, its operating efficiency oraesthetics. The proposed dimensions,

lot lines and location of thestrata lots in the Development areset out in the Preliminary Plan. The actual size, dimensions and/orconfiguration of the strata lots, balconies, patios and/or decks and/or other limited common property as set forth in the final strataplan (the “Final Strata Plan”) for the Development may vary from what is depicted on the Preliminary Plan. The areas anddimensions of the strata lots in the Development set out in the marketing materials referred to in section 9 are approximate andareprovided for information purposes only and are not represented as being the actual final areas and dimensions of thestrata lots(including the Strata Lot) in the Development. In theeventof any discrepancy between the area, size, dimensions, location and/orconfiguration of the strata lots, balconies, patios and/or decks and/orother limited common property in the PreliminaryPlan and/orany architectural plans relating to the Developmentand/cr any marketing materials and the Final Strata Plan, the Final Strata Planwill prevail. The Purchaser acknowledges thatthe ceiling height of the strata lots located on levels ten down to level one as shownon the Preliminary Planwill be approximately eight feet from the floor of the strata lot and that all strata lots in the Developmentwillhave areas of the ceiling dropped down from the standard height of the ceiling in orderto accommodate construction requirementsincluding, but not limited to, mechanical, electrical equipment, ducting, ventilation systems, and plumbing.

IS. Area ofthe Strata Lot Notwithstanding section 12, the Vendor represents and warrants thatthe area ofthe Strata Lot as shownon the Final Strata Plan will beno more than 3% smaller than the area of the Strata Lot as shown on the Preliminary Plan. If thearea of the Strata Lot as shown on the Final Strata Plan is smaller, by5% or less, than the area of the Strata Lot as shown on thePreliminary Plan, the Purchaserwill have no entitlement to any reduction in the Purchase Price and no claim whatsoever against

the Vendor In respect of such variation in the size of the Strata Lot. If the area of theStrata Lotas shown on the Final Strata Plan

43

2455 734_2I Van Docs

S.L. No. _________Unit No. ___________

ADDENDUM “A”

is smaller, by morethan 3%. than thearea ofthe Strata Lot as shown on the Preliminary Plan, the Purchase Pricewill be reducedbyan amount determined in accordance with the following formula:



R = (.97. - NP ) x the Purchase Price

where,

R = the amount of the reduction of the Purchase Price in accordance with this Section 13;

A = the actual area of the Strata Lot on the Completion Date as shown on the Final Strata Plan when measured in the samemanner as set out in the Preliminary Plan; and

P = the area of the Strata Lot as indicated in the Preliminary Plan.

If the actual area of the Strata Lotas shown on the Final Strata Plan is more than 10% smallerthan as set out in the PreliminaryPlan, when measured in thesame manner as set out therein, then the Purchaser may, by written notice to theVendor, elect tohave the Purchase Price adjusted as aforesaid orterminate thisAgreement. If the Purchaser elects to complete thepurchase ofthe Strata Lot, the Purchaser wil l have no claim against the Vendor other than for an adjustment t o t he Purchase Price asaforesaid.

14. Parking Stalls and Storage Lockers. The Purchaser acknowledges and agrees that:

(a) the parking stalls and storage lockers in the Development, including any parking stall(s) andlor storage locker(s)assigned to the Purchaser, i f any, will vary in size, shape and convenience of location: and

(b) the parking stalls and storage lockers in the Development, including any parking stall(s) and/or storage locker(s)assigned to the Purchaser, i f any, may be partially obstructed by columns, pipes, ducts, mechanical equipment,electrical equipment and other facilities,

and the Purchaser will accept any parking stall(s) and storage locker(s) assigned to the Purchaser by the Vendor on an ‘as is’basis and will have no claim against the Vendor in respect of any variation in the size, shape or convenience of location of suchparking stall(s) and storage locker(s) or any partial obstruction of such parking stall(s) and storage locker(s).

15. Costs and Taxes.

(a) The Purchaserwill pay all costs in connection with thesale and purchase of the Strata Lot (including property transfertax and any applicable taxes, including GST, HST (including the provincial component of the HST), and any otherfederal or provincial sales, service, transition, value added or other tax required to be paid by the Purchaser inconnection with the purchase and sale of the Strata Lot and the equipment and appliances included with the StrataLot, and any parking stall or storage area or other extras), other than the costs of the Vendor incurred in clearing titleto the Strata Lot.

(b) The Purchaser acknowledges that GST, 1-1ST (including the provincial component of the HST) and provincial salesand/or transition taxes are, without duplication, applicable to the sale and purchase of the Strata Lot and will bepayable by the Purchaser, and that the Purchaser will be solely responsible for applying to the appropriategovemmental authorities in order to obtain any applicable federal or provincial new housing rebate.

(c) The Purchaser acknowledges and agrees that the Purchase Price is exclusive of all applicable taxes, including GST,1-1ST (including the provincial component of the HST), transition taxes , and any other federal or provincial sales,service, value added or other t ax. For greater clarity only and without limiting the generality of the foregoing, thePurchase Price is:

(i) exclusive of any B.C. transition tax and any associated B.C. transition rebate that may apply;

(Ii) exclusive of the7% provincial component o f the HST and the B.C. new housing rebate, if applicable; and

(iii) exclusive of the 5% federal component of the HST (I.e., GST),

and to the extent any such taxes are payable, they will be paid by the Purchaser in addition to the Purchase Price.

(d) PursuanttotheMinistry of Finance Tax Information Noticeissued on February 17,2012 (HST Notice#12), theVendorhereby discloses that, if ownership and possession of a newly conshijcted or substantially renovated home transferonorafterApril 1,2013:

(i) the 7 percent provincial component oftheHSTand the B.C. new housing rebate forprimary residences willgenerally no longer apply;

(ii) a B.C. transition tax of 2 per cent may become payable; and

(Hi) the builder ~VendorJ may become eligible for an associated B.C. transition rebate.

(e) The B.C. transition tax o f 2 percent referred to in paragraph (d) above (the’Transition Tax) will generally apply tothesale of the Strata Lotwhere:

$4

2455734_21Van_Oars

S.L. No. _________Unit No. ___________

ADDENDUM “A”

(i) HSTdoes not appiy tome purchase and sale (but where GST will apply to the purchase and sale);



(ii) the construction of the new housing is loper cent or more completed as of April 1.2013: and

(ti) ownership or possession of the Strata Lot transfers on or after April 1,2013 and before April I, 2015.

(f) The Purchase Price does not include theTransition Tax and does not include the associated Transition Tax rebatethat may app ly . For certa in ty , any applicable Transition Tax shall be payable by the Purchaser in addition t o t hePurchase Price. -

(g) Notwithstanding the foregoing, if the Purchaser is registered for GST or HST purposes and, on or before theCompletion Date, the Purchaser provides the Vendorwith a certificate as to the GSTor HST registered status of thePurchaser containing the Purchaser’s GST or HST registration number, i fso permitted by applicable law and at thediscretion oftheVendor, the Purchaserwill notbe required to paythe GSTorHSTto the Vendor butwill be entittedtoself-assess the GST o r 1-1ST and account for the samidirectly to Revenue Canada.

16. AssIgnment by Purchaser. The Purchaser may notassign his or her interest in the Strata Lot or in this Agreement without thewritten consent of the Vendor, which consent may be arbitrarily withheld in the sole discretion of the Vendor and, if the Vendorconsents, then such consent will be upon the terms and conditions determined by the Vendor in its sole and absolute discretion(including payment of afee determined bythe Vendor in its soleand absolute discretion) and, unless theVendor so consents, theVendorwill not be required to convey the Strata Lotto anyone other than the Purchaser named herein. Following any assignment,the Purchaserwill not be relieved of his or her obligations hereunder. The Purchaser will not advertise or solicit offers from thepublicwith respectto the resale of theStrata Lot bythe Purchaserbefore the Completion Datewithouttheexpresswritten consentof the Vendor, which consent may be arbitrarily withheld.

17. Assignment by Vendor. The Vendorwill be entitied, i n it s sole and absolute discretion, to sell, assign or otherwise transfer its

right, title and interest in this Agreement without the consent of the Purchaser.

18. ConstructionlMarketing Program. The Purchaseragrees thatthe Vendor may continue to carry out construction woric in respectof the Development and neighbouring developments after the completion of thepurchase of the Strata Lot by the Purchaser. ThePurchaser acknowledges and accepts that such work may cause a nuisance or inconvenience to the use and enjoyment of theStrata Lot, The Purchaser wil l not impede or interfe re with the Vendor’s completion of construction of other strata lots, thecommon property or the Development or neighbouring developments. The Purchaser acknowledges that the Vendor or itsaffiliates may retain strata lots in the Development foruse as sales and administrative offices andlordisplay suites for marketingpurposes or otherwise. The Purchaseragrees that for so long as the Vendor is the owner of any strata lots in the Development,the Vendor may carry out marketing, promotional and sales activities within the common property (including parking stalls andrecreational facilities) of the Development or strata lots owned or leased by the Developer, including,without limitation, maintainingdisplay suites, other display areas, parking areas and signage (including signage on the exterior of the Development) andpermitting public access to same for the purpose of marketing any unsold strata lots. In addition, the Developermayconducttoursof the Development from time to time with prospective purchasers and hold events and other activitieswithin the Development inconnection with the marketing and sales activities.

19. Contractual Rights. Notwithstanding anything herein contained, orat lawor in equity, this offer and the agreementwhich resultsfrom its acceptance creates contractual rights only and not any interest inland. The Purchaserwill acquire an interest in land uponcompletion of the purchase and sale contemplated herein,

20. Deposit Insurance. Notwithstanding section 1.02 of this Agreement, the Purchaseracknowledgesthat the Vendor has enteredinto a deposit protection contract as contemplated by the Real Estate Development Marketing Act (British Columbia) and asdescribed in the DIsclosure Statement, and the Deposit may be released by Onni Realty Inc. or the Vendor’s Solicitors, as thecase may be, to the Vendor and used by the Vendor for purposes related to the Development, including the construction andmarketing thereof, and the provisions of section 1.02 of this Agreement are deemed to have been amended accordingly.

21. Personal Information, The Purchaser and the Vendor hereby consent to the collection, use and disclosure by the Vendor, theVendor’s agents, solicitors, affiliates and service providers of personal information about the Purchaser and the Vendor for allpurposes consistent with the transaction contemplated herein including: (a) to complete the transaction contemplated by thisAgreement; (b) to invest the Deposit as provided for herein including providing personal information to the financial institution asrequired for reporting interest eamed on the Deposit in accordance with applicable laws; (c) to facilitate the management of theDevelopment; (d) to market, sell, provide and Inform the Purchaser of products and services of the Vendor and its affiliates andpartners, including information about future projects; (e) to comply with the Proceeds of Crime (Money Laundering) and Terrorist

Financing Act (Canada) and regulations, rules and policies thereunder or relating thereto, and other applicable laws; and (f) todisclose such personal information to the Vendor’s affiliates, assignees, business partners, bankers, lawyers, accountants andother advisors and consultants In furtherance of the foregoing purposes.

The Purchaseralso agrees to provide to the Vendor, the Vendor’s agents and the Vendor’s Solicitors, promptly upon request, anyadditional personal or other information not referred to herein that.is required in order to comply with the Proceeds of Crime(MoneyLaundering) and Terrorist FinanclngAct (Canada) and regulations. rules and policies thereunder or relating thereto, andthe Purchaser acknowledges that the foregoing consent applies to any such personal or other information.

22. Currency. All payments contemplated herein will be in Canadian funds and all references herein to dollaramounts are referencesto dollars in the lawful currency of Canada unless otherwise specified. If any payments are made in a currency other thanCanadian currency. thefunds received will be converted to Canadian funds by the Vendor’s Solicitors, or Onni Realty Inc., as thecase may be, and the Purchaser will be credited with the Canadian funds actually received by the Vendor’s Solicitors, or OnniRealty Inc., asthe case may be, atthe date of conversion, lessany bankfees. TheVendorwill not be responsibleforanydelayinconverting such payments, fluctuations in exchange rates or bank fees or charges in connection with any conversion.

A-S

245573431 Van_Days

S.L. No. _________Unit No. ___________

ADDENDUM “A”

23. interpretation. If there is morethan one Purchaser, the obligation of such partieswill bejointand several. This Agreement maynot be altered or amended except by an amendment in writing signed by the Vendor and the Purchaser. ThisAgreement will be



governed and construed in accordance with the laws of British Columbia.

24. Notice. Any notice, delivery or other communication in respect of this Agreement will be in writing unless otherwise providedherein. Any notice, delive,yorothercommunication to theVendorwill be addressed to theVendoratits addresssetoutonthefirstpage of this Agreement and be delivered by mai l orfax. Any not ice, delivery or other communication to the Purchaser will beaddressed tothe Purchaseratthe Purchaser’s postal oremail address orfaxnumbersetouton thefirstpage ofthisAgreementorto the postal or email address or fax number of the Purchaser’s Solicitors and may be delivered by personal delivery, mail, fax or

email. The Purchaserwill notify the Vendor of the name and address of the Purchaser’s Solicitors as soon as reasonably possibleand in any event well in advance of the Completion Date. Provided they are sent to the email or postal address or fax numberstipulated herein forsuch party, notices, deliveries and othercommunications wil l be deemed t o be received: ( a) o n the date ofreceipt if delivered or sent by personal delivery, fax or email, oron thenext business day if delivered or sent by personal delivery,fax oremail on a day that is nota business day in British Columbia; or(b) 3 business days after thedate of mailing thereof. Eitherparty may change its address for notices, deliveries and other communications by a written notice given in accordance with thisprovision. The Vendor shall have no duty to further verify the currency o f the pos ta l o r email address or fax number of thePurchaser or the Purchaser’s Solicitors, as provided in any such case by the Purchaser, and unless the Purchaser advises theVendor, in writing, of any change to the Purchaser’s or the Purchaser’s Solicitors’ postal or email address or fax number, allnotices, deliveries or communications, Including, for certainty, delivery o f t he Amendment and any other amendments to theDisclosure Statement or notice of the Completion Date, shall be deemed to have been received by the Purchaser in accordancewith the provisions of this Section 24. The Purohaseracknowiedges and agrees that the foregoing provision will affect thet iming of the Purchaser’s oblIgations to pay portions of the Deposit and to complete the transaction contemplated In thisAgreement and the Purchaser assumes all rIsk add liability associated with any failure t o adv ise the Vendo r o f anychange In the Purchaser ’s or the Purchasers Solicitors’ postal or email address or fax number.

25. Successors and Assigns. This Agreementwill enure to the benefit of and be binding upon the parties hereto and their respective

successors and permitted assigns.

26. Waiver. No condoning, excusing or overlooking by the Vendor of anydefault, breach or violationby the Purchaser at anytime ortimes in respectofanycovenant, agreement, obligation, condition orotherprovision ofthisAgreementwill operate as awaiverorrelinquishment of the Vendor’s rights, powers, remedies or recourses hereunder In respect of any continuing or subsequentdefault, breach, or violation, or so as to defeat or affect in any way the rights, powers, remedies or recourses of the Vendorhereunder in respect of any such continuing or subsequent default, breach or violation, and no waiver will be Inferred from orimplied by anything done or omitted to be done bythe Vendor save only an express waiver in writing. Except as may be limitedherein, theVendormay, i n i ts solediscretion,’exercise anyand all rights, powers, remediesand recourse availableto it underthisAgreement or any other remedy available to it and such rights, powers, remedies and recourse may be exercised concurrentiy orindividually without the necessity of making any election.

$6

24 55734_21 Vat Does

EXHIBIT “G-1”



CONTRACT OF PURCHASE AND SALE (FROM AND AFTER DECEMBER 1, 2012)

See attached.

THE MARK

VI



TI I E

CONTRACT OF PURCHASE AND SALE(1372 Seymour Street, Vancouver! British Columbia)

‘Vendor’ ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP

#300—550 Robson Street, Vancouver, B.C. V6B 2B7 Tel : (604) 602-7711 Fax: (604) 688-7907

P urchaser”~ _ _ _ _ __ _ _ _ __ _ _ _ __ _ _ __ _ _ _ __ _ _ _ __ _ _ __ _ _ _ _ _ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _

Telephone (Home): ___________________ Telephone (Home): ______________________

Telephone ~ork): ____________________ Telephone ~Voil<): _______________________

E-mail: _____________________________ E-mail: ________________________________

Fax: _______________________________ Fax: __________________________________

DL#: ____________________________ DL#: _______________________________(Optional) - (Optional)

Purchaser is a resident of Purchaser is a resident of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(Country) (Country)

- Occupation or principal business: O ccupation or principal business:

Date of Birth Date of Birth(if individual): _________________________________ (if individual): _____________________________________

* If the Purchaser is a corporation, then a copy of the corporate record which sets out the power

to bind the corporation (such as a certificate of Incumbency, the articles of incorporation or thebylaws of the corporation that set out the officers duly authorized to sign on behalf of the

corporation) must be provided to the Vendor within 30 days of the Vendor’s acceptance of thisoffer.

Real Estate Agent:Name: _______________________________ Company:Telephone: ~ _________________________ (C):__________________________________Facsimile: _____________________________ E-mail:_______________________________

RE: Proposed Strata Lot— (Unit No. ______) (the “Strata Lof’) in ‘9’he Mark” (the “Development’) tobe constructed at 1372 Seymour Street, Vancouver, British Columbia on the lands described in theDisclosure Statement (as hereinafter defined)

“Purchase Price’ $____________________________ (plus any amount payable for parking stall(s), storage areas.upgrades and other extras). The Purchaser acknowledges and agrees that the Purchase Price isexclusive of applicable taxes, including goods and services tax (“GSV’), harmonized sales taxç’HST”) (including the provincial component of the HST) or any other federal or provincial sales,service, value added or other tax, as set out In further detail In Section 15 (Costs and Taxes) of

Addendum ‘A’ hereto.

1.01 Offer. The Purchaser hereby offers to purchase from the Vendor the Strata Lot for the Purchase Price and upon the terms set forthherein subject to the encumbrances (the “Permitted Encumbrances”) referred to in the Disclosure Statement. The Purchaseracknowledges that heor she is purchasing a strata lot which is not yet constructed. The Purchaserwill be entitied to acquire from theVendor theexclusive use of _ _ _ _ _ _ _ _ parking stall(s) in the Development forthe price of $ ,in locations designatedby the Vendor, and such additional amount will be added to the Purchase Price and all references to the Purchase Price in thisAgreementwill be deemed to include such additional amount.

1.02 Deposit. The Purchaserwill pay a deposit (the “Deposit’) bycertified cheque or bankdraftto Onni Realty Inc. intrustortheVendor’ssolicitors (the ‘Vendors Solicitors’), as determined by the Vendor, in trust, a t t he Vendor’s option, and the Deposit will be held inaccordance with the Real Estate Development Marketing Act (British Columbia) (it being acknowledged by the Purchaser that theDeposit may be released to the Vendor as contemplated in section 20 of Addendum “A” hereto). The Deposit will be paid by thePurchaser as follows:

(a) as to an amount equal to 5% of the Purchase Price, being S__________________ forthwith upon the Vendor’s acceptance ofthis offer;

361o349_2lvan_000s . From and after 0cc. 1,2012

(b) as to an amount equal to 5% of the Purchase Price , being $_

Vendors acceptance of this offer;

(c) asto an additional amount equal to 5% of the Purchase Price, beingthe Vendor’s acceptance of this offer; -

on the date that is 60 days after the

$_________________ on the datethat is 180 days after



(d) asto an additional amount equal to 5% of the Purchase Price, being $ • on thedate that is 360 days afterthe Vendor’s acceptance of this offer;

(e) as to an additional amount equal to5% ofthe Purchase Price, beingthe Vendor’s acceptance of this offer and

$ ,on thedate that Is 540 daysafter

(f) as to an additional amount of $1,000.00, on or before 12:00 p.m. on theday which is three days before the Completion Date.

Intereston the Depositwill, in all cases (except assetoutbelow), be forthe benefltoftheVendorand will notbeapplied onaccountofthe Purchase Price. If the Purchaserdefautts in his orhercbligations hereunder, the Vendormay, atitsoption, retain the Depositandinterest thereon without prejudice to any otherremedywhich the Vendor may have in respect of the Purchaser’s default If the Vendordefaults i n i ts obligations hereunder, the Deposit (including interestthereon) will be paid to the Purchaser as liquidated damages (theparties hereby agreeing that such amount constitutes a genuIne pre-estimate of damages) and as the Purchaser’s sole andexctus[ve.remedy. The Purchaser acknowledges and agrees that all payments on account of the Deposit must be made by certified cheque orbank draft andthat the Purchaserwill not, in any circumstances, be permitted to pay all or any parto f the Deposit byway of depositbond.

1.03 The Purchase Price includes the following equipment, appliances and fumishings:(a] one refrigerator - [d] one washer/dryer[bj one gas cook-top (ej one microwave[cj one dishwasher [f] one wall oven

1.04 Completion, Possession and Adjustment Dates: See Addendum ‘A’ attached hereto.

1.05 Acceptance. This offerwill beopenforacceptance on presentation up to 48 hoursfrom thed~teofthisofferand upon acceptance bythe Vendor signing a copy of this offer, there will be a binding agreement of sale and purchase (the ‘Agreement’) in respect of theStrata Lot for the Purchase Price, on the terms and subject to the conditions set out herein.

THE TERMS AND CONDITIONS ATTACHED HERETO AS ADDENDUM “A” ARE PART OF THIS AGREEMENT. READ THEMCAREFULLY BEFORE YOU SIGN.

THE PURCHASER HAS EXECUTED THIS AGREEMENT UNDER SEAL THIS ________ DAY OF ______________

WITNESS:

Print Name:

(as to all signatures)

PURCHASER(S):

(SEAL)

(SEAL)

THE VENDOR HAS EXECUTED THIS AGREEMENT THIS

VENDOR:

DAYOF ___________,20_.

ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP.by i ts General Partner, ONNI DEVELOPMENT (PACIFIC 2009)CORP.

Per:(Authorized Signatory)

2

361 03491Vsn_Docs From and after Dec. 1, 2012

S.L. No. _________Unit No.

ADDENDUM “A”

Completion Date. The Purchaserwill paythe balance of the Purchase Price by cash, certified cheque or solicitor’s or notary’scertified trustcheque prior to 4:30 p.m. on the completion date (the “Completion Date), whichwill be the 10th dayafter the Vendoror the Vendors Solicitors notifies the Purchaser or the Purchaser’s solicitors (the “Purchaser’s Solicitors’) that the Strata Lot is



ready to be occupied. Whether the Strata Lot i s ready to be occupied refers to the Strata Lot and not any other strata lot orcommon propertywithin the Development and the Strata Lot will be deemed to b e ready tobe occupied on the Completion Date ifthe City of Vancouver has given oral or written permission to occupy the Strata Lot, whether such permission is temporary,conditional orfinal. The noticeof the Completion Date delivered from theVendor orthe Vendor’s Solicitors to the PurchaserorthePurchaser’s Solicitorsmay be based onthe Vendor’s estimate asto when theStrata Lotwill be ready t obe occupied..lf the StrataLot is not ready to be occupied on the Completion Date so established, then theVendor may delay the Completion Datefrom timeto time as required, by notice of such delay to the Purchaserorthe Purchaser’s Solicitors. If the Completion Date hasnot occurred

by July 31, 2014 (the “Outside Date”), then this Agreement will be terminated, the Deposit (excluding interest thereon) will bereturned to the Purchaser and the parties will be released from all of their obligations hereunder, provided that:

(a) if the Vendor is delayed from completing construction of theStrata Lot as a result of earthquake, flood or other act ofGod, fire, explosion or accident, howsoever caused, act o f any govemmental authority, strike, lockout, inability toobtain or delay in obtaining labour, supplies, materials or equipment, delay or failure by carriers or contractors,breakage or other casualty, climactic condition, interference o f the Purchaser , o r any other event of any naturewhatsoever beyond the reasonable control of the Vendor, then the Outside Date will be extended for a periodequivalent to such period of delay; and

(b) the Vendor may, from time to time, at its option, exercisable by notice to the Purchaser, in addition to any extensionpursuant to paragraph (a) and whetheror not any delay described in paragraph (a) has occurred, elect to extend theOutside Date for up to 120 days.

The Purchaser acknowledges and agrees that the Complet ion Date wil l be determined in accordance with this section Inotwithstanding the estimated date (the “Estimated Construction Completion Date”) for the completion of construction of theDevelopment set out in the Disclosure Statement. The Estimated Construction Completion Date Is an estimate only and may varybased on construction factors or market conditions and may be revised to advance or delay it from time to time without furthernoticeor compensation to the Purchaser. For clarity, the Purchaser acknowledges and agrees that the actual Completion Datemay be accelerated or delayed before or afterthe Estimated Construction Completion Date, as the case maybe, as established bythe Vendor’s notice that the Strata Lot is ready to be occupied as referred to in this Section 1 above. The Purchaser agrees tocomplete the purchase of the Strata Lot on the Completion Date as established according to this Section I regardless of theamount o f t ime between the actual Completion Date and the Estimated Construction Completion Date. The Purchaseracknowledges and agrees that its decision to enter into and to perform the terms of this offer is not predicated upon whether theactual Completion Date occurs before, at or after the Estimated Construction Completion Date.

2. Vendor’s Rights to Terminate. The Purchaser acknowledges and agrees that:

(a) i f the Vendor has not entered into unconditional, binding contracts of purchase and sale with purchasers in respect of50% or more of the s trata lots in the Development (the “Minimum Pre-Sales”), the Vendor will have the r ight toterminate this Agreement by giving written notice to the Purchaser or the Purchaser’s Solicitors at any time until thedate that the Minimum Pre-Sales are achieved;

(b) if, by December31, 2013, the Vendorhas notdeposited the Final Strata Plan (as herelnafterdefined) in respectoftheDevelopment in the applicable Land Tit le Off ice or the City of Vancouver has not issued the occupancy permitapplicable to the Strata Lot, the Vendorwill have the right to terminate thisAgreement by giving written notice to thePurchaserorthe Purchaser’s Solicitors at any time until the later of: (i) thedate that the Final Strata Plan is depositedin the applicable Land Title Office; and (U) the date the Cityo f Vancouver issues the occupancy permit applicable tothe Strata Lot; and

(c) if the Vendor re-designs the Development In such a mannerthatthe layout, location, design andlorestimated area ofthe Strata Lot i s, I n the Vendor’s sole opinion, significantly different than as set out in the Disclosure Slatement, theVendor will have the right to terminate this Agreement by giving written notice tome Purchaser or the Purchaser’sSolicitors at anytime.

If the Vendor terminates this Agreement in accordance with paragraphs (a), (b) or (c) above, thisAgreement will be null and voideffective as of the day the Vendor delivers notice of termination to the Purchaser and the Vendorwill return to the Purchaserthatportion of the Depos it (exclud ing interes t thereon) paid by the Purchaser pursuant to t hi s Agreement . The Purchaseracknowledgesand agrees that itis signing thisAgreement under seal andthat thePurchaserwill not have any right to revoke hisorherofferhereinwhile thisAgreementremains subjectto theforegoing termination rightslnfavouroftheVendor. The Purchaser

acknowledges and agrees that the Vendor will not be liable for any damages or costs whatsoever incurred by the Purchaserresulting from any such termination including, without limitation, relocation costs, professional fees and disbursements, opportunitycosts, loss of bargain, damages and/or costs resulting from hardship or any other damages or costs incurred by the Purchaser,directly or indirectly, and that this provision will constitute a complete defence to any claim that may be made against the Vendorby the Purchaser in respect of the Vendor’s termination of this Agreement and any mailer associated therewith.

3. Intentionally deleted.

4. Conveyance. The Purchaser will cause the Purchaser’s Solicitors to prepare and delWerto the Vendor’s Solicitors, at least 3business days priorto the Completion Date, a vendor’s statement of adjustments and a FormAfreehold transfer (the ‘Transfer”)forthe Strata Lotand, if required by the Vendor, a certificate asto theGST or HSTregistered status of the Purchasertogetherwiththe documentation relating to the parking stall(s), i f any. The Vendor will execute and deliver such statement of adjustments, theTransfer and certificate (if required) to the Purchaser’s Solicitors priorto the Completion Date on the condition that, forthwith uponthe Purchaser’s Solicitors obtaining a post registration index search from the applicable Land Title Office indicating that, in theordinary course of Land Title Office procedure, the Purchaserwill becomethe registered owner of the Strata Lot (subject only tothe Permitted Encumbrances and charges for which the Purchaser is responsible), the Purchaser will cause payment of thebalance of the Purchase Price due on the Completion Date t obe made by the Purchaser’s Solicitors to the Vendor’s Solicitors.

A- i ______________

3610349_2lVan_Docs F r om and after 0cc, 1,2012

S.L. No. ________Unit No. __________

ADDENDUM “A”

The transfer of the Strata Lot will also be subject to the Vendor’s financing arranged in connection with the Development or anybuilders lien claims provided that the Vendor’s Solicitors undertake to clear title to the Strata Lot of all encumbrances related tosuch financing and such builders’ liens claims within a reasonable periodof time after receiving thebalance ofthe Purchase Pricedue on the Completion Date. The Purchaser acknowledges that theVendor’s financing, i fany, may remain as a charge against



the common property of the Development until the Vendor has completed the sale of the balance of the strata lots in theDevelopment whereupon the Vendor covenants such financing will be discharged entirely. The Purchaser acknowledges thatlegal title to the Strata Lot is orwill be held by Onni Development (555 Pacific) Corp. on behalf of the Vendor and the Purchaseragrees to accept a Transfer of title to the Strata Lotfrom Onni Development (555 Pacific) Corp., notwithstanding any provision ofthe Property LawAct (British Columbia) to the contrary and, in addition, the Vendor and the Purchaser acknowledge and agreethat, upon the filing of the Transfer in the LandTitleOffice, theVendorwill be deemed to have concurrently assigned, transferred

and conveyed all the Vendor’s beneficial right, title and interest in and to the Strata Lot to the Purchaser.

If the Purchaser is relying upon a new mortgage to finance the Purchase Price, the Purchaser, while still required to pay thePurchase Price on the Completion Date, may wait to pa y th e Purchase Price to the Vendor until after the Transfer and newmortgage documents have been lodged for registration in the appropriate Land Title Office, but only if, before such lodging, thePurchaser has: (a) made available for tender to the Vendor that portion of the Purchase Price notsecured by the new mortgage;(b) fulfilled all the new mortgagee’sconditions forfunding except lodging the mortgage for registration; and (c) made available tothe Vendor a solicitor’s or notary’s undertaking to pay the Purchase Price upon the lodging of the Transfer and new mortgagedocuments and the advance by the mortgagee of the mortgage proceeds.

s. possession, RIsk and Adjustment. The Purchaser Will assume all taxes, rates, local Improvement assessments, water ratesand scavenging rates, assessments of the strata corporation (including an adjustment of pre-paid insurance premiums) of whichthe Strata Lot forms apart, and all other adjustments both incoming and outgoing of whatever nature in respect of the Strata Lotwill be made aso f the date the balance of the Purchase Price is due. The Strata Lot is to be at the r isk o f the Vendor t o andincluding theday preceding theCompletion Date, and thereafter atthe risk of the Purchaser. So long as the Purchase Price andall other amounts payable by the Purchaser to the Vendor in respect of the Strata Lot have been paid in full, the Purchaser mayhave possession of the Strata Lot on the day following the Completion Date (the “Possession Date”).

The Purchaser will be responsible for all utility charges as o f the Completion Date and must ensure he or she not if ies thenecessary utility companies to have the utilities transferred into his or hername on the Completion Date. I f the Purchaser doesnot transfer the utilities into his o r her name as of the Completion Date, any charges t o t he Vendor that are the Purchaser’sresponsibility will be paidto the Vendor in full within five business days of notification. If such amount i snot paid bythe Purchaserwithin such period, a $50.00 charge will be added to the outstanding amount.

6. Builders’ LIen Holdback. That portion, if any, of the balance of the Purchase Price required by law to be held back by thePurchaser in respect of builders lien claims (the “Lien [loldback”) will be paid to the Vendor’s Solicitors on the Completion Date.The Lien Holdback will be held in trust for the Purchaser pursuant to the Strata PropertyAct(Britlsh Columbia) and Builders LienAct (British Columbia) (or successor statutes) solely in respect of l ien claims registered in the applicable Land Title Office inconnection with worl< done at the behest of the Vendor. TheVendor’s Solicitors are authorized to invest the Lien Holdback in aninterest bearing trust account and to pay to the Vendor (or as directed by the Vendor), on the eariier of (i) the date on which thetimeforfihing a claim of lien underthe Builders UenActexplres; and (ii) the datewhich is 5 5 daysafterthe datethatthe balanceofthe Purchase Price becomes due as aforesaid, the Lien Holdback plus interest, i f any, accrued thereon, less the amount of anybuilders’ lien claim filed against the Strata Lot ofwhichthe Purchaser orthe Purchaser’s Solicitors notify the Vendor’s Solicitors inwriting by 1 :00 p .m. on that day.

7. Disclosure Statement & Acknowledgement of Proposed Changes to Development. The Purchaser acknowledgesthat he orshe has received a copyof the Disclosure Statement fotthe Development Including all amendments thereto, i fany, filed upto thedate hereof (collectively, the “Disclosure Statement’) and, prior to entering into this Agreement, has been given a reasonableopportunity to read the Disclosure Statement and the execution by the Purchaser of this Agreement will constitute a receipt inrespect of the Disclosure Statement. Further,without limiting the foregoing acknowledgement, the Purchaseracknowtedges thatitis aware of theproposed rezoning application forthe Development and its implications for the Development, as more particularlydescribed in Section 7.4.4 of the Disclosure Statement (the Rezoning’). The Purchaser acknowledges and agrees that thePurchaser’s decision to enter into and to perform the terms of this offer snot predicated upon whether the Rezoning is approvedor not. Regardless of whether the Development proceeds as currently approved by the City of Vancouver and described in theDisclosure Statement or i f i t proceeds based on a later-approved Rezoning, the Purchaser’s decision to enter intoand perform theterms of this offerwould not change.

8. TIme of Essence. Time will be of the essence hereof and, unless all payments on account of the Purchase Price, together withadjustments thereto as provided herein and all otheramounts payable hereunder are paid when due, then theVendor may, at itsoption:

(a) terminate this Agreement by written notice to the Purchaser and, in such event, the Deposit and all accrued interestthereon will be absolutely forfeited to the Vendor without prejudice to the Vendor’s other remedies and Onni RealtyInc. orthe Vendor’s Solicitors, as the case may be, are hereby irrevocably authorized and directed bythe Purchasertopay the amount held by them and such interest as may have accrued thereon t o t he Vendor upon written demandtherefor by the Vendor; or

(b) elect to extend the Completion Date to a certain date determined bythe Vendor, time to remain of the essence hereofand subject to the Vendor’s right In its sole discretion, to grantfurther extensions to a certain date each time, in whichevent the Purchaser will pay to the Vendor, in addition to the Purchase Price, interest on the unpaid portion of thePurchase Price and other unpaid amounts payable hereunder at the rate of 2% per month (approximately 27% perannum), calculated daily and compounded monthly not in advance, from the date upon which such portion andamounts were due to the date upon which ~uch portion and amounts are paid.

The Vendor may cancel this Agreement pursuant to paragraph (a) at anytime after extending the Completion Date pursuant toparagraph (b) if the Purchaser fails to complete on or before such extended date.

42 _____________

3610349 21 VsnDocs rrom and after Dec. 1,2012

S.L. No. _________Unit No. ___________

ADDENDUM “A”

9. Entire AgreementiRepresentations. The Purchaser acknowledges and agrees that this Agreement constitutes the entireagreement between the parties with respect to the sale and purchase of the Strata Lot and supersedes any prior agreements,negotIations or discussions, whether oral orwritten, of the Vendor (or its agents or employees or anyother person on behalf oftheVendor) and the Purchaser, and that there a re no representations, warranties, conditions or collateral contracts, expressed or



implied, statutory or otherwise, or applicable hereto, made by the Vendor, its agents or employees, or any other person on behalfof the Vendor, other than those contained herein and in the Disclosure Statement including, without limitation, arising out of anysales brochures, models, websites, representative view sets, showroom displays, photographs, illustrations or renderings orothermarketing materials pmvided to the Purchaser or made availablefor his orherviewing. In particular, the Purchaseracknowledgesand agrees That the materials, specifications, details, dimensions and floorplans set out In any materialsviewed by the Purchaserare approximate and subject to change without notice in order to comply with building site conditions and municipal, structural,

Vendor and/or architectural requirements.

10. New Home Orientation. The Purchaser or his or her representative and a representative of the Vendor will jointly inspect theStrata Lot a t a reasonable time designated by the Vendor by written notice or telephone prior t o t he Completion Date. ThePurchaser may at his or heroption forfeit this inspection and, if so forfeited, the Purchaserwill be deemed t obe satisfiedwith andto have accepted the physical condition of the Strata Lot (including without limitation the existing kitchen, bathroom and otherinstallations, equipment, appliances and furnishings) on The Completion Date. At the conclusion of the Inspection, acoriclusive listof any defects or deficiencies in any Interior renovation and interiorfinishing work performed by the Vendor in the Strata Lot (the“Deficiencies”) wil l be prepared by the Vendor in the Vendors sole and absolute d iscret ion. As of the Completion Date, thePurchaserwill be deemed tobe satisfied with and to have accepted the physical condition of the Strata Lot(including theexistingkitchen, bathroom and other installations, equipment, appliances and furnishings) subject only to the Deficiencies, if any. If, in theVendor’s sole and absolute discretion, there are Deficiencies, the Purchaser acknowledges and agrees that: -

(a) while the Vendor will endeavour to rectify the Deficiencies prior to the Completion Date, the Vendor does notguarantee that it will do so and the Vendor may elect to rectify the Deficiencies following the Completion Date at a timeconvenient to the Vendor In its sole and absolute discretion;

(b) the Vendor and its representatives will have the right to enter the Strata Lot following the Completion Date duringnormal working hours, with reasonable notice, in order to carry out the work necessary to rectify the Deficiencies;

(c) the manner in which the Deficiencies are rectifiedwill be determined by the Vendor in its sole and absolute discretion;and

(d) there will be no holdback from the Purchase Price in respect of the Deficiencies,

The Purchaser covenants and agrees to complete the purchase of the Strata Lot on the Completion Date on the terms andconditions herein contained notwithstanding that the Deficiencies, if any, are t obe rectified subsequent to the Completion Date,The Purchaserwill be deemed to have forfeited the inspection if the Vendor is unable to reach the Purchaser or to schedule theinspection with the Purchaser, after reasonable attempts to do the same.

11. Access. Except as provided in section Ic, the Purchaseracknowledges and agrees thatthe Purchaserwill not be entitied to haveaccess to the Development prior to the Possession Date without the priorwritten permission ofthe Vendor (which the Vendor maywithhold i n i ts sole and absolute discretion) and then only if accompanied by a representative of the Vendor. The Purchaser

hereby releases theVendor, theVendor’s partners, Onñl Development (Pacific2009) Corp., OnniDevelopment (555 Pacific) Corp.and their respective directors, officers, shareholders, unit holders, employees, agents, contractors and representatives(cotlectively, the “Released Parties”) from and against any loss, cost, damage, injuryor death resulting fromany act oromission ofany one ormore of the Released Parties (negligentor otherwise) or anycondition within the Development andagrees to indemnifyand hold harmless the Released Parties from and against any loss, cost, damage, injuryor death resultingfrom the presence ofthe Purchaser or any person on behalf of the Purchaser within the Development prior to the Possession Date, or any act oromission (negligent or otherwise) of the Purchaser or any person on behalf of the Purchaserwhilewithin the Development priortothe Possession Date. The Purchaser hereby acknowledges and theVendor hereby confirms that the Vendor has acted as agentfor and on behalf of the other Released Parties with respect to obtaining the foregoing release and indemnity from the Purchaserfor the benefit of such Released Parties.

12. ConstructIon. The Strata Lot is expected to b e substantially as shown on the preliminary strata plan (the “Preliminary Plan”)forming part of the Disclosure Statement. The Vendor may make alterations to the features and layout of the Strata Lotwhich aredesirable in the discretion of the Vendor. TheVendor reserves the right to alter the common property of the Development at anyt ime and from timeto t ime if, in its sole opinion, such alteration or alterations improve the structural integrity of the Development,its mechanical systems, its ability to withstand waterpenetration, its operating efficiencyor aesthetics. The proposed dimensions,lot lines and location of the strata lots in the Development are set out in the Preliminary Plan. The actual size, dimensions and/or

configuration of the strata lots, balconies, patios and/ordecks and/orotherlimited common property assetforth in the final strataplan (the “Final Strata Plan”) for the Development may vary from what is depicted on the Preliminary Plan. The areas anddimensions of the strata lots in the Development set out In the marketing materials referred to in section 9 are approximate andareprovided for information purposes only and are not represented as being the actual final areas and dimensions of the strata lots(including the Strata Lot) in the Development. In the event of any discrepancy between the area, size, dimensions, locationand/orconfiguration ofthe strata lots, balconies, patios and/or decks and/or other limited common property in the Preliminary Plan and/orany architectural plans relating to the Development and/orany marketing materials and the Final Strata Plan, the Final Strata Planwill prevail. The Purchaser acknowledges that the ceiling heightof the strata lots located on levels ten down to level one as shownon the Preliminary Plan will be approximatelyeight feetfrom the floor ofthe strata lot andthat all strata lots in the Developmentwillhave areas of theceiling dropped down from the standard heightof theceiling in order to accommodate construction requirementsincluding, but not limited to, mechanical, electrical equipment, ducting, ventilation systems, and plumbing.

13. Area of theStrataLot. Notwithstanding section 12, theVendor represents and warrants thatthe area of the Strata Lotas shownon the Final Strata Plan will be no more than 3% smaller than the area ofthe Strata Lot as shown on the Preliminary Plan, If theareaof the Strata Lot as shown on the Final Strata Plan is smaller, by3% or less, than thearea of theStrata Lot as shown on thePreliminary Plan, the Purchaserwill have no entitiement to any reduction in the Purchase Price and no claimwhatsoever againstthe Vendor in respect of such variation in thesize of the Strata Lot. If the area of theStrata Lotas shown on the Final Strata Plan

43

361 0349_2lVan_Oocs rrom and after Dec. 1,2012

S.L. No. ________Unit No.

ADDENDUM “A”

is smaller, by more than 3%, than thearea of theStrata Lot as shown onthe Preliminary Plan, the Purchase Pricewill be reducedby an amount determined in accordance with the following formula:

R = (.97 - NP) x the Purchase Price



where,


A = the actua l area of the Strata Lot on the Completion Date as shown on the Final Strata Plan when measured in the samemanner as set out in the Preliminary Plan; and

P = the area of the Strata Lot as indicated in the Preliminary Plan.

If the actua l area of the Strata Lot as shown on the Final Strata Plan Is morethan 10% smaller than asset out in the PreliminaryPlan, when measured in the same manneras set out there in , then the Purchaser may, by written noticeto theVendor, elect tohave thePurchase Price adjusted as aforesaid orterminate thisAgreement. If the Purchaser elects to complete the purchase ofthe Strata Lot, the Purchaser will have no claim against the Vendor other than for an adjustment to the Purchase Price asaforesaid.

14. ParkIng Stalls and Storage Lockers. The Purchaser acknowledges and agrees that:

(a) the parking stalls and storage lockers In the Development, including any parking stall(s) and/or storage locker(s)assigned to the Purchaser, i f any, will vary in size, shape and convenience of location; and

(b) the parking stalls and storage lockers in the Development, including any parking stall(s) and/or storage locker(s)

assigned to the Purchaser, if any, may be parfially obstructed by columns, pipes, ducts, mechanical equipment,electrical equipment and other facilities,

and the Purchaser will accept any parking stall(s) and storage locker(s) assigned to the Purchaser by the Vendor on an ‘as is’basis andwill have no claim against the Vendor in respect of any variation in the size, shape or convenience of location of suchparking stall(s) and storage locker(s) or any partial obstruction of such parking stall(s) and storage locker(s).

15. Costs.

(a) The Purchaserwill payall costs in connection with thesaleand purchase of the Strata Lot (including propertytransfertax and any applicable taxes, including GST, HST (including the provincial component of the [-1ST), and any otherfederal or provincial sales, service, transition, value added or other tax required t o be paid by the Purchaser inconnection with the purchase and sale of the Strata Lot and the equipment and appliances included with the StrataLot, and any parking stall or storage area or other extras), other than thecosts of the Vendor incurred in clearing titleto the Strata Lot.

(b) The Purchaser acknowledges that GST, FIST (including the provincial component of the FIST) and provincial salesand/or transition taxes are, without duplication, applicable to t he sale and purchase o f the S trata Lot and will bepayable by t he Purchaser , and tha t the Purchaser will be solely responsible for applying to th e appropriategovernmental authorifies In order to obtain any applicable federal or provincial new housing rebate.

(c) The Purchaser acknowledges and agrees thatthe Purchase Price is exclusive of all applicable taxes, including GST,HST (including the provincial component of the HST), transition taxes , and any other federal or provincial sales,service, value added or other ta x, Fo r greater clarity only and without limiting the generality of the foregoing, thePurchase Price is:


(ii) exclusive of the 7% provincial component of the FIST and the B.C. new housing rebate, if applicable; and

(iii) exclusive of the 5% federal component of the FIST (I.e., 081),

and to the extent any such taxes are payable, they will be paid by the Purchaser in addition tome Purchase Price.

(d) Pursuantto the Ministry of Finance Tax Information Notice issued on February 17,2012 (FIST Notice#12), theVendorhereby discloses that, if ownership and possession of a newly constructed or substantially renovated home transferonorafterApril 1,2013:

(i) the 7% provincial component o f t he FIST and the B.C. new housing rebate for primary residences willgenerally no longer apply;

(ii) a B.C. transition tax of 2% may become payable; and

(iS) the builder [Vendor] may become eligible for an associated B.C. transition rebate.

(e) Pursuant to theNew Housing Transition Tax andRebate Act (British Columbia) and the NewHousing Transit/on Taxand Rebate Regulation (collectively, the ‘Act’), the Vendor hereby discloses and the Purchaser acknow]edges andagrees:

#4

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S.L. No. _________Unit No. ___________

ADDENDUM “A”

(i) the value of the consideration for the sale determined under section 13 of the Act is the Purchase Price;

(H) the Purchase Price does not include any applicable taxes under theActor the Excise Tax Act (Canada),which taxes include GST, 1-1ST (including the provincial component of the HST), transition taxes, and any



other federal or provincial sales, service, value added or other tax;

(Hi) no rebate under the Act or the Excise Tax Act (Canada) has been taken into account in determining theamount payable to the Vendor by the Purchaser under this Agreement; and

(iv) the supplier [Vendor) is not a foreign supplier in respect of the sale of the Strata Lot; and

(v) the Vendor hereby gives notice to the Purchaser as follows:

NOTICE TO PURCHASER - 11(a) both ownership and possession of newly constructed or substantiallyrenovated housing, oran interest in such housing, transfer on orafterApril 1,2013 and (b)2ffljer ownership21 possession of the housing or interest transfers before April 1, 2015, then:

(1) the 7% provincial componentofthe HSTand the BC HSTnewhousing rebateforprimaryplaces of residence generally will not apply;

(2) the 2% BC transition tax may be payable by the Purchaser; and

(3) the supplier [Vendor] may be eligible for a BC transition rebate in respect of the housing.

For more information refer to http&~,w.cra-arc.gc.calElpublgilnotice275lREADME.html

(f) The B.C. transition tax of 2% referred to in paragraph (d)Ui) and (e)(v)(2) above (the Transition Tax’) will generallyapply to the sale of the Strata Lot where:

(i) HST does not apply to the purchase and sale (but where GSTwill apply to the purchase and sale);

(H) the construction of the new housing Is loper cantor more completed as of April 1,2013; and

(iii) ownership or possession of the Strata Lot transfers on or after April 1,2013 and beforeApril 1,2015.

(g) The Purchase Price does not include the Transition Tax and does not include the associated Transition Tax rebatethat may app ly , For certa in ty , any applicable Transition Tax shall be payable by the Purchaser in addition to thePurchase Price.

(h) Notwithstanding the foregoing, if the Purchaser is registered for GST o r HST purposes and, on or before theCompletion Date, the Purchaser provides the Vendorwith a certificate asto theGST or HST registered status of thePurchaser containing the Purchaser’s GST or HST registration number, i fso permitted by applicable law and at the

discretion of the Vendor, the Purchaserwill not be required to paythe GSTor HSTtotheVendor butwitl be entitledtoself-assess the GST or HST and account for the same directly to Revenue Canada.

15. AssIgnment by Purchaser. The Purchaser may not assign his or her interest in the Strata Lot or in thisAgreement without thewritten consent of the Vendor, which consent may be arbitrarily withheld in the sole discretion of the Vendor and, i f the Vendorconsents, then such consent wil l be upon theterms and conditions determined by the Vendor in its sole and absolute discretion(including payment of a fee determined by the Vendor in its sole and absolute discretion) and, unless the Vendorso consents, theVendorwill not be required to convey the Strata Lotto anyone otherthan the Purohasernamed herein, Following any assignment,the Purchaser will not be relieved of his or her obligations hereunder. The Purchaser will not advertise or solicit offers from thepublicwith respect to the resaleof theStrata Lot by the Purchaser before the Completion Datewithoutthe express written consentof the Vendor, which consent may be arbitrarily withheld.

17. AssIgnment by Vendor. The Vendorwill be entitled, in its sole and absolute discretion, to sell, assign orotherwise transfer itsright, title and interest In this Agreement without the consent of the Purchaser.

18. ConstructionlMarketing Program. The Purchaseragrees thattheVendormay continue tocanyoutconstnictionworkin respectof the Developmentand neighbouring developments after the completion of the purchase of the Strata Lotby the Purchaser. The

Purchaser acknowledges and accepts that such work may cause a nuisance or inconvenience to the use and enjoyment of theStrata Lot. The Purchaser wil l not Impede or interfere with the Vendor’s completion of construction of other strata lots, thecommon property o r the Development or neighbouring developments. The Purchaser acknowledges that the Vendor or i tsaffil iates may retain strata lots in the Development for use as sales and administrative offices andiordisplay suites for marketingpurposes or otherwise. The Purchaser agrees that for so long as the Vendor is the owner of anystrata lots in the Development,the Vendor may carry out marketing, promotional and sales activities within the common property (including parking stalls andrecreational facilities) ofthe Development or strata lots owned orleased bythe Developer, including, without limitation, maintainingdisplay suites, other display areas, parking areas and signage (including signage on the exterior o f t he Development) andpermitting publicaccess to same for the purpose of marketing any unsold strata lots. In addition, the Developer may conducitoursofthe Development from time to time with prospective purchasers and hold events and other activitieswithin the Development inconnection with the marketing and sales activities.

19. Contractual Rights, Notwithstanding anything herein contained, orat law or inequity, this offerand the agreementwhich resultsfrom its acceptance creates contractual rights only and notany interest inland. The Purchaserwill acquire an interest in land uponcompletion of the purchase and sale contemplated herein.

A-S _____________

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S.L. No. ________Unit No. __________

ADDENDUM “A”

20. Deposit Insurance. Notwithstanding section 1.02 of thisAgreement, the Purchaser acknowledges that theVendor has enteredinto a deposit protection contract as contemplated by the Real Estate Development Marketing Act (British Columbia) and asdescribed in the Disclosure Statement, and the Deposit may be released by Onni Realty Inc. or the Vendors Solicitors, as thecase may be, to the Vendor and used by the Vendor for purposes related to the Development, including the construction and



marketing thereof, and the provisions of section 1.02 of this Agreement are deemed to have been amended accordingly.

21. Personal Information. The Purchaser and the Vendor hereby consent to the collection, use and disclosure by theVendor, theVendors agents, solicitors, affiliates and service providers of personal information about the Purchaser and the Vendor for allpurposes consistent with the transaction contemplated herein including: ( a) t o complete the transaction contemplated by thisAgreement; (b) to invest the Deposit as provided for herein including providing personal information to the financial institution as

required for reporting interest eamed on the Deposit in accordance with applicable laws; (c) to facilitate the management of theDevelopment; (d) to market, sell, provide and Informthe Purchaser of products and services of the Vendor and its affiliates andpartners, including information aboutfuture projects; (e) to comply with the Proceeds of Crime (MoneyLaundering) and TerroristFinancing Act (Canada) and regulations, rules and policies thereunder or relating thereto, and other applicable laws: and (f) todisclose such personal information to the Vendors affiliates, assignees, business partners, bankers. lawyers, accountants andother advisors and consultants in furtherance of the foregoing purposes.

The Purchaser also agrees to provide to the Vendor, the Vendors agentsand theVendors Solicitors, promptly upon request, anyadditIonal personal or other information not referred to herein that is required in order to comply with the Proceeds of Crime(MoneyLaundering) and Terrorist Financing Act (Canada) and regulations, rules and policies thereunder or relating thereto, andthe Purchaser acknowledges that the foregoing consent applies to any such personal or other information.

22. Currency. All payments contemplated herein will b e i n Canadian fundsand all references herein to dollaramounts are referencesto dollars in the lawful currency of Canada unless otherwise specified, If any payments are made in a currency other thanCanadian currency, the funds received will be converted to Canadian funds by the Vendors Solicitors, or Onni Realty Inc., asthecase may be, and the Purchaser will be credited with the Canadian funds actually received by the Vendors Solicitors, or OnniRealty Inc., as the case may be, at thedate of conversion, less any bank fees. The Vendorwill not be responsible for anydelay in

converting such payments, fluctuations in exchange rates or bankfees or charges in connection with any conversion.

23. Interpretation. If there is more than one Purchaser, theobligation of such parties will be joint and several. This Agreement maynot be altered or amended exceptby an amendment in writing signed by the Vendor and the Purchaser. This Agreement will begovemed and construed in accordance with the laws of British Columbia.

24. Notice. Any notice, delivery or other communication in respect of this Agreement will be in writing unless otherwise providedherein. Any notice, delivery or other communication to the Vendorwill be addressed to the Vendoratitsaddresssetouton the firstpage of this Agreement and be delivered by mai l o r fax. Any notice, delivery or other communication to the Purchaser will beaddressed to the Purchaseratthe Purchasers postal oremail address orfax numbersetouton thefirstpageofthisAgreementorto the postal or email address or fax number of the Purchasers Solicitors and may be delivered by personal delivery, mail, fax oremail . The Purchaserwill notify the Vendor of the name and address of the Purchasers Solicitors assoon as reasonably possibleand in any event well in advance of the Completion Date. Provided they are sent to the email or postal address or fax numberstipulated herein for such party, notices, deliveries and other communications will be deemed t obe received: (a) on the date ofreceipt if delivered or sent by personal delivery, fax or email, or on thenext business day if delivered or sent by personal delivery,fax or email on a daythat is not a business day in British Columbia; or (b) 3 business days after the date of mailing thereof. Eitherparty may change itsaddress for notices, deliveries and other communications by a written notice given in accordance with thisprovision. The Vendor shall have no duty to further verify the currency of the postal or email address or fax number of thePurchaser or the Purchasers Solicitors, as provided in any such case by the Purchaser, and unless the Purchaser advises theVendor, in writing, of any change to the Purchasers or the Purchasers Solicitors’ postal or email address or fax number, allnotices, deliveries or communications, including, for certainty, delivery of the Amendment and any other amendments t o t heDisclosure Statement or notice of theCompletion Date, shall be deemed to have been received by the Purchaser in accordancewith the provisions of this Section 24. The Purchaser acknowledges and agrees thatthe foregoing provision will affect thetiming of the Purchaser’s obligations to pay portions of theDeposit and to complete thetransaction contemplated in thisAgreement and the Purchaser assumes all risk and liability associated with any fa ilure to advise the Vendor of anychange in the Purchasers or the Purchasers Solicitors’ postal or email address or fax number.

25. Successors and Assigns. This Agreement will enure to thebenefitof and be binding upon the parties hereto and their respectivesuccessors and permitted assigns.

26. Waiver. No condoning, excusing or overlooking by the Vendor of any default, breach or violation by the Purchaser at any time ortimes In respect of any covenant, agreement, obligation, condition orother provision of this Agreement will operate as a waiverorrelinquishment of the Vendors rights, powers. remedies or recourses hereunder in respect o f any continuing or subsequent

default, breach, or violation, orso a s to defeat or affect In any way the r ights, powers, remedies or recourses of the Vendorhereunder in respect of any such continuing or subsequent default, breach or violation, and no waiver will be inferred from orimplied by anything done or omitted to be done bythe Vendor save only an express waiver in writing. Except as may be limitedherein, the Vendor may, i n i ts sole discretion, exercise anyand all rights, powers, remedies and recourse available to it underthisAgreement orany other remedyavailable to it and such rights, powers, remedies and recourse may be exercised concurrently orindividually without the necessity of making any election.

A4 ____________

3610349_2lVan_Docs From and after Dcc. 1,2012

S.L. No. _________Unit No. ___________

ADDENDUM “A”

is smaller, by more than 3%, than thearea of the Strata Lot as shown on the Preliminary Plan, the Purchase Price will be reducedby an amount determined in accordance with the following formula:

R = (.97 -NP) xthe Purchase Price



where,


A = the actua l area of the Strata Lot on the Completion Date as shown on the Final Strata Plan when measured in the same

P =~ the area of the Strata Lot as indicated in the Preliminary Plan.

If the actua l area ofthe Strata Lot as shown on the Final Strata Plan is more than 10% smaller than as setout in the PreliminaryPlan, when measured in the same manner as set outtherein, then the Purchaser may, by written notice to the Vendor, elect tohave the Purchase Pricea~usted as aforesaid or terminate thisAgreement. If the Purchaser elects to complete the purchase ofthe Strata Lot, the Purchaser will have no claim against the Vendor other than for an adjustment to the Purchase Price asaforesaid.

14. Parking Stalls and Storage Lockers. The Purchaser acknowledges and agrees that:

(a) the parking stalls and storage lockers in the Development, including any parking stall(s) and/or storage locker(s)assigned to the Purchaser, i fany, wil l vary in size, shape and convenience of location; and

(b) the parking stalls and storage lockers In the Development, including any parking stall(s) and/or storage locker(s)

assigned to the Purchaser, i f any, may be partially obstructed by columns, pipes, ducts, mechanical equipment,electrical equipment and other facilities,

and the Purchaser will accept any parking stall(s) and storage locker(s) assigned to the Purchaser by the Vendor onan ‘as is’basis andwill have no claim against the Vendor in respect of any variation In the size, shape or convenience of location of suchparldng stall(s) and storage locker(s) or any partial obstruction of such parking stall(s) and storage locker(s).

15. Costs and Taxes.

(a) The Purchaserwill pay all costs in connectionwith the sale and purchaseofthe Strata Lot (including propertytransfert ax and any applicable taxes, including GST, HST (including the provincial component of the HST), and any otherfederal or provincial sales, service, transition, value added or other tax required t o be paid by the Purchaser inconnection with the purchase and sale of the Strata Lot and the equipment and appliances included with the StrataLot, and anyparking stall or storage area or other extras), other than thecosts of the Vendor incurred in clearing titleto the Strata Lot.

(b) The Purchaser acknowledges that OST, HST (including the provincial component of the lIST) and provincial salesand/or transition taxes are, without duplication, applicable to the sale and purchase of the Strata Lot and wil l bepayable by the Purchaser, and that the Purchaser will be solely responsible for applying to the appropriategovemmental authorities In order to obtain any applicable federal or provincial new housing rebate,

(c) The Purchaser acknowledges and agrees that the Purchase Price is exclusive of all applicable taxes, including GST,HST (including the provincial component of the HST). transition taxes , and any other federal or provincial sales,service, value added or other tax. For greater clarity only and without limiting the generality of the foregoing, thePurchase Price is:


(ii) exclusive of the7% provincial component of the 1-1ST and the B.C. new housing rebate, if applicable; and

(ii) exclusive of the 5% federal component of the lIST (i.e,, GST),

and to the extent anysuch taxes are payable, they will be paid by the Purchaser in addition to the Purchase Price.

(d) Pursuant to the Ministry of Finance Tax Informal/on Notice issued on February 17,2012 (1-1ST Notice#12), the Vendorherebydiscloses that, if ownershipfl possession of a newly constructed orsubstanfially renovated home transferonorafter April 1,2013:

(i) t he 7% provincial component of t he HST an d t he B.C. new housing rebate for primary residences willgenerally no longer apply;

(ii) a B.C. transition tax o f 2% may become payable; and

(iü) the builder [Vendor] may become-eligible for an associated B.C. transition rebate.

(e) Pursuant to the NewHousing Transit/on Tax andRebateAct (British Columbia) and the New Housing Transition Taxand Rebate Regulation (collectively, the ‘Act’), the Vendor hereby discloses and the Purchaser acknowledges andagrees:

A’4 _______

36l0349J1V1nfio . tram md aft.,D.. 1,1022

EXHIBIT “G-2”

ADDENDUM TO CONTRACT OF PURCHASE AND SALE (PRE DECEMBER 1,2012)



See attached.

3608680_i Ivan_Does



ADDENDUM—

NEW HOUSING TRANSITION TAX AND REBATE

Date: December_, 2012

RE : Proposed Strata Lot __________ (Unit No . ____________ ) (the “Strata Lot”) in “The Mark” (the“Development”) to be constructed at 1372 Seymour Street, Vancouver, British Columbia on thelands described in the Disclosure Statement (as defined in the Contract of Purchase an d Sale towhich this Addendum is attached).

Further to the Contract of Purchase an d Sale in respect of the Strata Lot dated the — day of

“Purchase Agreement”), between Onni Pacific 2009 Development Limited Partnership (the

“Vendor”), an d ________________________ (the “Purchaser”), the Vendor hereby provides thisAddendum pursuant to th e requirements of the New Housing Transition Ta x and Rebate Act (BritishColumbia) and the New Housing Transition Ta x and Rebate Regulation (collectively, the “Act”).

1. Capitalized terms used in this Addendum an d not defined herein have the meanings given tothem in tije Purchase Agreement.

2. Pursuant to the Act, the Vendor acknowledges, confirms an d gives notice to the Purchaser asfollows:

(a) the value of the consideration for the sale determined under section 13 of the Actis the Purchase Price;

(b ) the Purchase Price does not include any applicable taxes under the Act or theExcise Ta x Act (Canada), which taxes include GST, HST (including the provincialcomponent of the HST), transition taxes, an d any other federal or provincialsales, service, value added or other tax;

(c) no rebate under the Act or the Excise Tax Act (Canada) has been taken intoaccount in determining the amount payable to the Vendor by the Purchaserunder this Agreement; an d

(d ) the supplier [Vendor] is not a foreign supplier in respect of the sale of the Strata

Lot; and:

(e ) the Vendor hereby gives further notice to the Purchaser as follows:

NOTICE TO PURCHASER - If (a) both ownership an d possession of newlyconstructed or substantially renovated housing, or an interest in such housing,transfer on or after April 1, 2013 an d (b) either ownership or possession of thehousing or interest transfers before April 1, 2015, then:

(i) the 7% provincial component of the HST an d the BC HST new housingrebate for primary places of residence generally will not apply;

1

3610352_il Van_Docs

(N ) the 2% BC transition tax may be payable by the Purchaser; an d

(Ni) the supplier [Vendor] may be eligible for a BC transition rebate in respectof the housing.



For more information refer to:http://www.cra-arc.gc.calEfpub/gi/notice276/README. html

3. Pursuant to the Act, this Addendum must be signed by the Vendor onl y, need not be agreed to bythe Purchaser an d does not amend the Purchase Agreement.

4. This Addendum forms part of an d is subject to the terms an d conditions set out in the PurchaseAgreement The Purchase Agreement remains in full force and effect. If there is anyinconsistency between a provision of the Purchase Agreement an d a provision of this Addendum,the provision in this Addendum will govern.

VENDOR:

ONNI PACIFIC 2009 DEVELOPMENT LIMITEDPARTNERSHIP by its general partner ONNIDEVELOPMENT (PACIFIC 2009) CORP.

Per:______________________________(Authorized Signatory)

3610352_ilvan_Docs

Documents

The Mark - Fourth Amendment