THE MARK FOURTH AMENDMENT TO DISCLOSURE STATEMENT

REAL ESTATE DEVELOPMENT MARKETING ACT OF BRITISH COLUMBIA

Date Date Date Date Date

of original Disclosure Statement: of First Amendment to Disclosure Statement: of Second Amendment to Disclosure Statement: of Third Amendment to Disclosure Statement: of this Fourth Amendment to Disclosure Statement:

November 27, 2009 June 24, 2010 September 10, 2010 December 8,2010 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) 300 550 Robson Street Vancouver, British Columbia V6B 2B7
Suite

Business Address:

Address for Service:

Suite 300550 Robson Street Vancouver, British Columbia V6B 2B7

AGENT OF DEVELOPER Name: Mailing Address: Onni Realty Inc. Suite 300550 Robson Street

Vancouver, British Columbia V6B 2B7 The Developer reserves the right to 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 of the Developer who market the Strata Lots on behalf of the Developer may not be licensed under the Real Estate Services Act (British Columbia) 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 HAS BEEN FILED WITH THE SUPERINTENDENT OF REAL ESTATE, BUT NEITHER THE SUPERINTENDENT, NOR ANY OTHER AUTHORITY OF THE GOVERNMENT OF THE PROVINCE OF BRITISH COLUMBIA, HAS 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 THE REQUIREMENTS OF THE REAL ESTATE DEVELOPMENT MARKETING ACT. IT IS THE RESPONSIBILITY OF THE 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 dated September 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) (ii) Notice of Interest, Builders Lien Act (5. 3(2)), see 6A88069, filed 2006-04-24; Hereto is annexed Easement BB1091463 over Parcel F, Plan BCP32313 part formerly Lots 8 to 12, inclusive, and Lots 14 to 17, inclusive, all Block 114 District Lot 541 Plan 210; and Notice of Interest, 2007-01-19. Builders Lien Act (s. 3(2)), see BB56352, filed

(iii)

(b)

Encumbrances (i) Easement and Indemnity Agreement 119307M in favour of the City of Vancouver 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 time of subdivision and/or consolidation of the Lands. 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 installing shoring and other works within the Easement Area, to conduct surveys and inspections of the Easement Area or any buildings thereon, and providing for cranes located on Parcel 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; Statutory Right of Way BB1153383 in favour of the City for the purposes of, among other things, allowing the City to disturb and deposit on the Lands and

(ii)

(Hi)

1
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its improvements with all manner of nuisances associated with the close proximity of 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 from 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 of the City, a copy of which is attached hereto as Exhibi tl, whereby the Developer covenants, among other things, not to apply for an occupancy permit until such time that the Developer has constructed, finished and designated three shared vehicle parking spaces (the Shared Vehicle Parking Spaces) on the Lands for the exclusive use of three shared vehicles; entered into a shared vehicle agreement with a shared vehicle organization (the Shared Vehicle 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 with further funds for the operation and maintenance of the Shared Vehicles; 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 enter the Lands and to park and access the Shared Vehicles (see Exhibitl); Covenant BB1271421 in favour of 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 of the Shared Vehicle Organization for the purposes of parking the Shared Vehicles (see Exhibitl); 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 Developers 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 Developers obligations under Statutory Right of Way 8B11S3389; Covenant BB11S3391 in favour of the City whereby the Developer covenants, among other things, not to apply for an occupancy permit until such time that the Developer has made arrangements satisfactory to the City for the construction of certain works and services for the Lands as required by the City; Covenant BB11S3393 in favour of the 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); Option to Lease BB1153394 in favour of the City whereby the Developer grants to the City an option to lease the Childcare Facility for a term of 999 years (see Section 7.3.1 and Exhibit i);

(v)

(vi)

(vii)

(viii)

(ix)

(x)

2
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(xi)

Covenant BB1153395 in favour of the City whereby the Developer covenants, among other things, not to subdivide the Lands by way of strata plan prior to the registration 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); Mortgage BB1296103 in favour of the Canadian Imperial Bank of Commerce; Assignment of Rents BB1296104 in favour of the Canadian Imperial Bank of Commerce; Mortgage BB1296105 in favour ofAviva Insurance Company of Canada; Assignment of Rents 8B1296106 in favour of Aviva Insurance Company of Canada; Priority Agreement BB1296107 granting Mortgage BB1296103 priority over Mortgage B81296105 and Assignment of Rents 8B1296106; Priority Agreement BB1296108 granting Assignment of Rents BB1296104 priority over Mortgage BB1296105 and Assignment of Rents BB1296106; and 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, to construct, operate and repair Shaws network of communication facilities and equipment on the Lands and for all purposes necessary or incidental thereto.

(xii) (xiii)

(xic) (xv)

(xvi)

(xvU)

(xviii)

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 from 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 Developers 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 this Disclosure Statement. Each Purchaser entering into a Contract on or after February 17, 2012 and prior to December 1, 2012 shall receive an addendum from the Developer 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:

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EXHIBITS 4. By deleting in its entirety the list 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 Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit C Exhibit C-i Exhibit G-2 Exhibit H Exhibit1 ExhibitJ Preliminary strata Plan Form V Schedule of Unit Entitlement Form Y Owner Developers Notice of Different Bylaws Form of Parking Area Lease Estimated Interim Budget and Monthly Assessments Form J Rental Disclosure Statement contract of Purchase and Sale (Pre December 1, 2012) Contract of Purchase and Sale (From and After December 1,2012) Addendum to Contract of Purchase and Sale (Pre December 1, 2012) Bridge Proximity Agreement car share Covenant 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 (Developers Form of Contract of Purchase and Sale) in its entirety and replacing it with the following Exhibits: Exhibit G Exhibit G-lExhibit G-2-

Contract of Purchase and Sale (Pre December 1, 2012); Contract of Purchase and Sale (From and After December 1,2012); and Addendum to Contract of Purchase and Sale (Pre December 1, 2012),

all as attached to this Fourth Amendment to Disclosure Statement.

4 36o868o_llvan_Docs

DEEMED RELIANCE Section 22 of the Real Estate Development Marketing Act provides that every purchaser who is entitled to receive 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 state a material fact. The Developer, its directors and any person who has signed or authorized the filing of this 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 required by the Real Estate Development Marketing Act of British Columbia, as of the~C1ay of November, 2012. DEVELOPER ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP 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.

THE MARK

SHEET

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PRELIMINARY STRATA PLAN OF LOT G, BLOCK 114, DISTRICT LOT 541. GROUP 1, NEW WESTMINSTER DISTRICT, PLAN BCP44613
CII? OF VANCOUVER
S~4LE 1:300
5 0 5 70 ALL DISTANCES ARE IN METRES

THE MARK
1372 SEYMOUR STREET VANCOUVER. B.C.

LEGEND
SL. PT.
-

DENOTES SWATA LOT DENOTES PART DENOTES COMMON PROPERTY DENOTES ELECTRKZ4L ROOM BONG COMMON PROPEFCIY OENOIES VENT BEING COMMON PROPERTY DENOTES MECHANICAL SPACE BEING COMMON PROPERTY DENOTES PATIO BONG LIMITED COMMON PROPERTY FOR ThIS EXCLUSIVE USE OF EL. I OENOIES BALCONY BONG LIMITED COMMON PROPERTY FOR THE EXCLUSIVE USE OF St. I COMMON PROPERTY FOR THE EXCLUSIVE USE OF EL. 37

Lz~

(~) TYPICAL

Cl)

TYPICAL
-

DENOTES STAIRS BEING LIMITED COMMON PROPERTY FOR37 PIE DCCL USIW USE OF SL DENOTES ROOFTOP PATIO BEING LIMITED COMMON PROPERTY FOR301 PIE EXCLUSIVE USE OF SL 0010755 OPEN 70 BELOW. PART OF EL. BUT EXCLUDED FROM ARM C4LCULATION. DENOTES LIMITED COMMON PROPERTY

flPICAL 0/B

LCP

Cl)
STRATA LOT BOUNCIIRIES ARE DEFINEO AS CENTER LINE OF ALL WALLS.

PItS PREUMIIL4RY STRATA PLAN DOES NOT HAlE LEWIS: 4. 73, 14. 24, 34 NOR 44

INFORMATION SHOWN IS 84550 ON DIGITAL DATA 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 ~2Ol9547 752nd S7RECZ SURREY. S.C. PHONE 6O4582OTI7 DRAWING fi 307623 RevIsion #7 OLE I 307623_FS._R7 8415: NOVEMBER 26, 2010

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EXHIBITG CONTRACT OF PURCHASE AND SALE (PRE DECEMBER 1,2012) See attached.

THE MARK

TIlE MARK

CONTRACT OF PURCHASE AND SALE

(1372 Seymour Street, Vancouver, British Columbia) Vendor Purchaser~* ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP #300 550 Robson Street, Vancouver, B.C. V6B 2B7 Tel: (604) 602-7711 Fax: (604) 680-7907
___________________________________________ _______________________________________________

Telephone (Home): Telephone (Work): E-mail: Fax:

___________________

Telephone (Home): Telephone Q~ork): E-mail: Fax:

______________________

____________________

_______________________

_____________________________

________________________________

_______________________________

__________________________________

DL#: ____________________________ (Optional) Purchaser is a resident of

DL#: _______________________________ (Optional) Purchaser is a resident of _____________________

(Country)
Occupation or principal business:

(Country)
Occupation or principal business:

Date of Birth (if individual):

*

__________________________

Date of Birth (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 the bylaws 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 this

offer.

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) to be constructed at 1372 Seymour Street. Vancouver, British Columbia on the lands described in the Disclosure Statement (as hereinafter defined) ((plus any amount payable for parking stall(s), storage areas, upgrades and other extras). The Purchaser aoknowledges and agrees that the Purchase Price is exclusive 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
$____________________________

Purchase Price

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 forth herein subject to the encumbrances (the Permitted Encumbrances) referred to in the Disclosure Statement. The Purchaser acknowledges that he orshe is purchasing a strata lotwhich is notyetconsfructed. The Purchaserwill be entitled to acquire fromthe Vendorthe exclusive use of_______ parking stall(s) In the Development for the price of$ ,in locations designated by the Vendor, and such additional amount will be added to the Purchase Price and all references to the Purchase Price in this Agreement 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 trustortheVendors
solicitors (the Vendors Solicitors), as determined by the Vendor, in trust at the Vendors option, and the Deposit will be held in accordance with the Real Estate Development Marketing Acf (British Columbia) (it being acknowledged by the Purchaser that the Deposit may be released to the Vendor as contemplated In section 20 of Addendum A hereto). The Deposit will be paid by the Purchaser as follows: (a) as to an amount equal to 5% of the Purchase Price, being S__________________ forthwith upon the Vendors acceptance of this offer

2455734_2lVan..Doos

(b) (c) (d) (e)

as to an amount equal to 5% of the Purchase Price, being S__________________ on the date that is 60 days after the Vendors acceptance of this offer; as to an additional amount equal to 5% of the Purchase Price, being $ the Vendors acceptance of this offer; ,on the date that is 180 days after

as to an additional amount equal to 5% of the Purchase Price, being $_________________ on the date that is 360 days after the Vendors acceptance of this offer; as to an additional amount equal to 5% of the Purchase Price, being $_________________ on The date that is 540 days after the Vendors acceptance of this offer; and as to an additional amount of $1,000.00, on or before 12:00 p.m. on the day which is three days before the Completion Date.

(U

Intereston the Depositwill, in all cases (exceptassetoutbelow), be forthe benefitoftheVendorandwill notbeappliedonaccountof the Purchase Price. If the Purchaserdefaults in his orherobligations hereunder, theVendormay, atitsoption, retain the Depositand interest thereon without prejudice to any other remedywhich the Vendor may have in respect of the Purchasers default. If The Vendor defaults in its obligations hereunder, the Deposit (including interestthereon) will be paid to the Purchaser as liquidated damages (the parties hereby agreeing that such amount constitutes a genuine pre-estimate of damages) and as the Purchasers sole and exclusive remedy. The Purchaser acknowledges and agrees that all payments on account of the Deposit must be made by certified cheque or bank draft and that the Purchaser will not, in any circumstances, be permitted to pay bli or any part of the Deposit by way of deposit bond.

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

1.04 Completion, 1,05 Acceptance.

PossessIon and Adjustment Dates: See Addendum A attached hereto,

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 the Strata Lot for the Purchase Price, on The terms and subject to the conditions set out herein.

THE TERMS AND CONDITIONS ATIACHED HERETO AS ADDENDUM A ARE PART OF THIS AGREEMENT. READ THEM CAREFULLY BEFORE YOU SIGN. THE PURCHASER HAS EXECUTED THIS AGREEMENT UNDER SEAL THIS WITNESS: Print Name: (as to all signatures)
_________________________________________________ ________

DAY OF _____________, 20_.

PURCHASER(S):

(SEAL)

THE VENDOR HAS EXECUTED THIS AGREEMENT THIS ______ DAY OF VENDOR:

20_.

ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP, by Its General Partner, ONNI DEVELOPMENT (PACIFIC 2009) CORP. Per: _____________________________________________________________ (Authorized Signatory)

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ADDENDUM A
Completion Date, The Purchaser will pay the balance of the Purchase Price by cash, certified cheque or solicitors or notarys certified trust cheque priorto 4:30 p.m. on the completion date (the Completion Date)! which will be the 10th day afterthe Vendor or the Vendors Solicitors notifies the Purchaser or the Purchasers solicitors (the Purchasers Solicitors) that the Strata Lot is ready to be occupIed. Whether the Strata Lot is ready to be occupied refers to the Strata Lot and not any other strata lot or common propertywithin the Development and the Strata Lotwill be deemed to be ready to be occupIed on the Completion Date if the 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 the Vendor orthe Vendors Solicitors to the Purchaserorthe Purchasers Solicitors may be based on the Vendors estimate as to when the Strata Lotwill be ready to be occupied. If the Strata Lot is not ready to be occupied on the Completion Date so established, then the Vendor may delay the Completion Date from time totime as required, by notice of such delay to the Purchaserorthe Purchasers Solicitors. If the Completion Date has notocairred by July 31, 2014 (the Outside Date), then this Agreement will be terminated, the Deposit (excluding interest thereon) will be returned 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 the Strata Lot as a result of earthquake, flood or other act of God, fire, explosion or accident, howsoever caused, act of any governmental authority, strike, lockout, inability to obtain 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 of any nature whatsoever beyond the reasonable control of the Vendor, then the Outside Date will be extended for a period equivalent to such period of delay; and the Vendor may, from time to time, at its option, exercisable by notice to the Purchaser, in addition to any extension pursuant to paragraph (a) and whether or not any delay described in paragraph (a) has occurred, elect to extend the Outside Date for up to 120 days.

(b)

The Purchaser acknowledges and agrees that the Completion Date will be determined in accordance with this section I notwithstanding the estimated date (the Estimated Construction Completion Date) for the completion of construction of the Development set out in the Disclosure Statement. The Estimated Construction Completion Date is an estimate only and mayvary based on construction factors or market conditions and may be revised to advance or delay it from time to time without further notice or compensation to the Purchaser. For clarity, the Purchaser acknowledges and agrees that the actual Completion Date may be accelerated or delayed before or after the Estimated Construction Completion Date, as the case may be, as established by the Vendors notice that the Strata Lot is ready to be occupied as referred to in this Section 1 above, The Purchaser agrees to complete the purchase of the Strata Lot on the Completion Date as established according to this Section I regardless of the amount of time between the actual Completion Date and the Estimated Construction Completion Date, The Purchaser acknowledges and agrees that its decision to enter Into and to perform the terms of this offer is not predicated upon whether the actual Completion Date occurs before, at or after the Estimated Construction Completion Date. 2. Vendors Rights to Terminate. The Purchaser acknowledges and agrees that: (a) if the Vendor has not entered into unconditional, binding contracts of purchase and sale with purchasers In respect of 50% or more of the strata lots in the Development (the Minimum Pre-Sales), the Vendor will have the right to terminate this Agreement by giving written notice to the Purchaser or the Purchasers Solicitors at any time until the date that the Minimum Pre-Sales are achieved; if, by December3l,2013, the Vendor has not deposited the Final Strata Plan (as hereinafterdefined) in respect of the Development in the applicable Land Title Office or the City of Vancouver has not issued the occupancy permit applicable to the Strata Lot, the Vendorwill have the right to terminate this Agreement by giving written notice to the Purchaseror the Purchasers Solicitors at any time until the later of: (i) the date that the Final Strata Plan is deposited in the applicable Land Title Office; and () the date the City of Vancouver issues the occupancy permit applicable to the Strata Lot; and iftheVendor re-designs the Development in such a mannerthatthe layout, location, design andlorestimated area of the Strata Lot is, in the Vendors sole opinion, significantly different than as set out in the Disclosure Statement, the Vendor will have the right to terminate thisAgreement by giving written notice to the Purchaser or the Purchasers Solicitors at any time.

(b)

(c)

If the Vendor terminates this Agreement in accordance with paragraphs (a), (b) or (c) above, this Agreementwill be null and void effective as of the day the Vendor delivers notice of termination to the Purchaser and the Vendorwill return to the Purchaser that portion of the Deposit (excluding interest thereon) paid by the Purchaser pursuant to this Agreement. The Purchaser acknowledges and agrees that it is signing this Agreement under seal and that the Purchaserwili not have any right to revoke his or heroffer herein while thisAgreement remains subject to the foregoing termination rights in favourof the Vendor. The Purchaser acknowledges and agrees that the Vendor will not be liable for any damages or costs whatsoever incurred by the Purchaser resulting from any such termination including, without limitation, relocation costs, professional fees and disbursements, opportunity costs, 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 Vendor by the Purchaser in respect of the Vendors termination of this Agreement and any matter associated therewith. 3, 4. Intentionally deleted. Conveyance. The Purchaser will cause the Purchasers Solicitors to prepare and deliver to the Vendors Solicitors, at least 3 business days priorto the Completion Date, a vendors statement of adjustments ~nd a Form A freehold transfer (the Transfer) forthe Strata Lotand, if required bytheVendor, a certificate as to the GST orHSTregistered status of the Purchasertogetherwith the documentation relating to the parking stall(s), if any. TheVendorwill execute and deliver such statement of adjustments, the Transfer and certificate (if required) to the Purchasers Solicitors prior to the Completion Date on the condition that, forthwith upon the Purchasers Solicitors obtaining a post registration index search from the applicable Land Title Office indicating that, In the ordinary course of Land Title Office procedure, the Purchaserwill become the registered owner of the Strata Lot (subject only to the 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 to be made by the Purchasers Solicitors to the Vendors Solicitors.

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ADDENDUM A
The transfer of the Strata Lot will also be subject to the Vendors financing arranged in connection with the Development or any builders lien claims provided that the Vendors Solicitors undertake to clear title to the Strata Lot of all encumbrances related to such financing and such builders liens claims within a reasonable period of time after receiving the balance of the Purchase Price due on the Completion Date. The Purchaser acknowledges that the Vendors financing, if any, 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 the Development whereupon the Vendor covenants such financing will be discharged entirely. The Purchaser acknowledges that legal titie to the Strata Lot is orwill be held by Onni Development (555 Pacific) Corp. on behalf of the Vendor and the Purchaser agrees to accept a Transfer of title to the Strata Lot from Onni Development (555 Pacific) Corp., notwithstanding any provision of the PropertyLawAct (British Columbia) to the contrary and, in additIon, the Vendor and the Purchaser acknowledge and agree that, upon the filing of the Transfer in the Land Titie Office, the Vendorwill be deemed to have concurrently assigned, transferred and conveyed all the Vendors 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 the Purchase Price on the Completion Date, may wait to pay the Purchase Price to the Vendor until after the Transfer and new mortgage documents have been lodged for registration in the appropriate Land Title Office, but only it before such lodging, the Purchaser has: (a) made available for tender to the Vendor that portion of the Purchase Price not secured by the new mortgage; (b) fulfilled all the new mortgagees conditions for funding except lodging the mortgage for registration; and (c) made available to the Vendor a solicitors or notarys undertaking to pay the Purchase Prico upon the lodging of the Transfer and new mortgage documents and the advance by the mortgagee of the mortgage proceeds. 5. Possession, Risk and Adjustment. The Purchaser will assume all taxes, rates, local improvement assessments, water rates and scavenging rates, assessments of the strata corporation (including an adjustment of pre-paid insurance premiums) of which the Strata Lot forms a part, and all other adjustments both incoming and outgoing of whatever nature in respect of the Strata Lot will be made as of the date the balance of the Purchase Price is due. The Strata Lot is to be at the risk of the Vendor to and including the day preceding the Completion Date, and thereafter at the risk of the Purchaser. So long as the Purchase Price and all other amounts payable by the Purchaser to the Vendor in respect of the Strata Lot have 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 will be responsible for all utility charges as of the Completion Date and must ensure he or she notifies the necessary utility companies to have the utilities transferred into his or her name on the Completion Date. If the Purchaser does not transfer the utilities into his or her name as of the Completion Date, any charges to the Vendor that are the Purchasers responsibilitywill be paid to the Vendor in full within five business days of notification. If such amount is not paid by the Purchaser within such period, a $50.00 charge will be added to the outstanding amount. Builders Lion Hoidback. That portion, if any, of the balance of the Purchase Price required by law to be held back by the Purchaser In-respect of builders lien claims (the Lien Holdback) will be paid to the Vendors 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 Lien Act (British Columbia) (or successor statutes) solely in respect of lien claims registered in the applicable Land flUe Office in connection with work done at the behest of the Vendor. The Vendors Solicitors are authorized to invest the Lien Holdback in an Interest bearing trust account and to pay to the Vendor (or as directed by the Vendor), on the eariier of (i) the date on which the timeforfiling a claim of lien underthe Builders LienActexpires; and (U) the datewhich is 55 days afterthe datethatthe balanceof the Purchase Price becomes due as aforesaid, the Lien Holdback plus interest, if any, accrued thereon, less the amount of any builders lien claim filed against the Strata Lot of which the Purchaser or the Purchasers Solicitors notify the Vendors Solicitors in writing by 1:00p.m. on that day. DIsclosure Statement&Acknowledgement of Proposed Changes to Development. The Purchaser acknowledges that he or she has received a copy of the Disclosure Statementforthe Development including all amendments thereto, if any, filed up tothe date hereof (collectively, the Disclosure Statemenf) and, prior to entering into this Agreement, has been given a reasonable opportunity to read the Disclosure Statement and the execution by the Purchaser of this Agreement will constitute a receipt in respect of the Disclosure Statement. Further, without limiting the foregoing acknowledgement, the Purchaseracknewledges that it is aware of the proposed rezoning application forthe Development and its implications forthe Development, as more particularly described in Section 7.4.4 of the Disclosure Statement (the Rezoning). The Purchaser acknowledges and agrees that the Purchasers decision to enter into and to perform the terms of this offer is not predicated upon whetherthe Rezoning is approved or not. Regardless of whether the Development proceeds as currentiy approved by the City of Vancouver and described in the Disclosure Statement or if it proceeds based on a later-approved Rezoning, the Purchasers decision to enterinto and perform the terms of this offer would not change. Time of Essence. Time will be of the essence hereof and, unless all payments on account of the Purchase Price, together with adjustments thereto as provIded herein and all otheramounts payable hereunder are paid when due, then the Vendor may, at its option: (a) terminate this Agreement by written notice to the Purchaser and, in such event, the Deposit and all accrued interest thereon will be absolutely forfeited to the Vendor without prejudice to the Vendors other remedies and Onni Realty Inc. orthe Vendors Solicitors, as the case may be, are hereby irrevocably authorized and directed by the Purchaserto pay the amount held by them and such interest as may have accrued thereon to the Vendor upon written demand therefor by the Vendor; or elect 10 extend the Completion Date to a certain date determined by the Vendor, time to remain of the essence hereof and subject to the Vendors right in its sole discretion, to grant further extensions to a certain date each time, in which event the Purchaser will pay to the Vendor, in addition to the Purchase Price, Interest on the unpaid portion of the Purchase Price and other unpaid amounts payable hereunder at the rate of 2% per month (approximately 27% per annum), calculated daily and compounded monthly not in advance, from the date upon which such portion and amounts were due to the date upon which such portion and amounts are paid.

6.

7.

8.

(b)

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

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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 the Vendor) and the Purchaser, and that there are 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 behalf of the Vendor, other than those contained herein and in the Disclosure Statement including, without limitation, arising out of any sales brochures, models, websites, representative view sets, showroom displays, photographs, illustrations or renderings orother marketing materials provided to the Purchaserormade availableforhis orherviewing. In particular, the Purchaseracknowledges and agrees that the materials; specifications, details, dimensions and floorplans set out In any materials viewed 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. New Home Orientation. The Purchaser or his or her representative and a representative of the Vendor will jointly inspect the Strata Lot at a reasonable time designated by the Vendor by written notice or telephone prior to the Completion Date. The Purchaser may at his or her option forfeit this inspection and, if soforfeited, the Purchaserwill be deemed to be satisfied with and to have accepted the physical condition of the Strata Lot (including without limitation the existing kitchen, bathroom and other installations, equipment, appliances and furnishings) on the Completion Date. At the conclusion of the inspection, a conclusive list of 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 Vendors sole and absolute discretion. As of the Completion Date, the Purchaserwill be deemed to be satisfied with and to have accepted the physical condition of the Strata Lot (including the existing kitchen, bathroom and other installations, equipment, appliances and fumishings) subject only to the Deficiencies, if any. if, in the Vendors 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 not guarantee that itwill do so and the Vendor may elect to rectify the Deficiencies following the Completion Date ata time convenient to the Vendor in its sole and absolute discretion; the Vendor and its representatives will have the right to enter the Strata Lot following the Completion Date during normal working hours, with reasonable notice, in order to cany out the work necessary to rectify the Deficiencies; the manner in which the Deficiencies are rectified will be determined by the Vendor in its sole and absolute discretion; and there will be no holdback from the Purchase Price in respect of the Deficiencies.

10.

(b) (c) (d)

The Purchaser covenants and agrees to complete the purchase of the Strata Lot on the Completion Date on the terms and conditions herein contained notwithstanding that the Deficiencies, if any, are to be 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 the inspection with the Purchaser, after reasonable attempts to do the same. II. Access. Except as provided In section 10, the Purchaseracknowledges and agrees that the Purchaserwill not be entitied to have access to the Development priorto the Possession Date without the priorwritten permission of theVendor (which theVendor may withhold in its sole and absolute discretion) and then only if accompanied by a representative of the Vendor. The Purchaser hereby releases the Vendor, the Vendors partners, Onni Development (Pacific2cO9) Corp., Onni Development (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 from any act oromission of any one or more of the Released Parties (negligent or otherwise) or any condition within the Developmentand agrees to indemnify and hold harmless the Released Parties from and against any loss, cost, damage, Injury or death resulting from the presence of the Purchaser or any person on behalf of the Purchaser within the Development prior to the Possession Date, or any act or omission (negligent orotherwise) of the Purchaserorany person on behalf of the Purchaserwhilewithinthe Development priorto the Possession Date. The Purchaser hereby acknowledges and the Vendor hereby confirms that the Vendor has acted as agent for and on behalf of the other Released Parties with respect to obtaIning the foregoing release and indemnity from the Purchaser for the benefit of such Released Parties. Construction. The Strata Lot is expected to be 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 LotwhicWare desirable in the discretion of the Vendor. The Vendor reserves the right to alter the common property of the Development at any time 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 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/or decks and/or other limited common property as set forth in the final strata plan (the Final Strata Plan) for the Development may vary from what is depicted on the Preliminary Plan. The areas and dimensions of the strata lots in the Development set out in the marketing materials referred to in section 9 are approximate and are provided 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, location and/or configuration of the strata lots, balconies, patios and/or decks and/orother limited common property in the Preliminary Plan and/or any architectural plans relating to the Development and/cr any marketing materials and the Final Strata Plan, the Final Strata Plan will prevail. The Purchaser acknowledges thatthe ceiling height of the strata lots located on levels ten down to level one as shown on the Preliminary Plan will be approximately eight feet from the floor of the strata lot and that all strata lots in the Developmentwill have areas of the ceiling dropped down from the standard height of the ceiling in orderto accommodate construction requirements including, but not limited to, mechanical, electrical equipment, ducting, ventilation systems, and plumbing. Area of the Strata Lot Notwithstanding section 12, the Vendor represents and warrants that the area of the Strata Lot as shown on the Final Strata Plan will be no more than 3% smaller than the area of the Strata Lot as shown on the Preliminary Plan. If the area of the Strata Lot as shown on the Final Strata Plan is smaller, by 5% or less, than the area of the Strata Lot as shown on the Preliminary 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 the Strata Lot as shown on the Final Strata Plan

12.

IS.

43
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ADDENDUM A
is smaller, by more than 3%. than the area of the Strata Lot as shown on the Preliminary Plan, the Purchase Price will be reduced by an 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 same manner 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 Lot as shown on the Final Strata Plan is more than 10% smallerthan as set out in the Preliminary Plan, when measured in the same manner as set out therein, then the Purchaser may, by written notice to the Vendor, elect to have the Purchase Price adjusted as aforesaid orterminate this Agreement. If the Purchaser elects to complete the purchase of the Strata Lot, the Purchaser will have no claim against the Vendor other than for an adjustment to the Purchase Price as aforesaid. 14. Parking Stalls and Storage Lockers. The Purchaser acknowledges and agrees that: (a) (b) the parking stalls and storage lockers in the Development, including any parking stall(s) andlor storage locker(s) assigned to the Purchaser, if any, will vary in size, shape and convenience of location: and 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 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 such parking 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 the sale and purchase of the Strata Lot (including property transfer tax and any applicable taxes, including GST, HST (including the provincial component of the HST), and any other federal or provincial sales, service, transition, value added or other tax required to be paid by the Purchaser in connection with the purchase and sale of the Strata Lot and the equipment and appliances included with the Strata Lot, and any parking stall or storage area or other extras), other than the costs of the Vendor incurred in clearing title to the Strata Lot. The Purchaser acknowledges that GST, 1-1ST (including the provincial component of the HST) and provincial sales and/or transition taxes are, without duplication, applicable to the sale and purchase of the Strata Lot and will be payable by the Purchaser, and that the Purchaser will be solely responsible for applying to the appropriate govemmental authorities in order to obtain any applicable federal or provincial new housing rebate. 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 tax. For greater clarity only and without limiting the generality of the foregoing, the Purchase Price is: (i) (Ii) (iii) exclusive of any B.C. transition tax and any associated B.C. transition rebate that may apply; exclusive of the 7% provincial component of the HST and the B.C. new housing rebate, if applicable; and exclusive of the 5% federal component of the HST (I.e., GST),

(b)

(c)

and to the extent any such taxes are payable, they will be paid by the Purchaser in addition to the Purchase Price. (d) Pursuanttothe Ministry of Finance Tax Information Notice issued on February 17,2012 (HST Notice#12), theVendor hereby discloses that, if ownership and possession of a newly conshijcted or substantially renovated home transferon orafterApril 1,2013: (i) (ii) (Hi) (e) the 7 percent provincial component of the HST and the B.C. new housing rebate forprimary residences will generally no longer apply; a B.C. transition tax of 2 per cent may become payable; and the builder ~VendorJ may become eligible for an associated B.C. transition rebate.

The B.C. transition tax of 2 percent referred to in paragraph (d) above (theTransition Tax) will generally apply tothe sale of the Strata Lot where:

$4
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ADDENDUM A
(i) (ii) (ti) (f) HST does not appiy tome purchase and sale (but where GST will apply to the purchase and sale); the construction of the new housing is loper cent or more completed as of April 1.2013: and ownership or possession of the Strata Lot transfers on or after April 1,2013 and before April I, 2015.

The Purchase Price does not include the Transition Tax and does not include the associated Transition Tax rebate that may apply. For certainty, any applicable Transition Tax shall be payable by the Purchaser in addition to the Purchase Price. Notwithstanding the foregoing, if the Purchaser is registered for GST or HST purposes and, on or before the Completion Date, the Purchaser provides the Vendorwith a certificate as to the GSTor HST registered status of the Purchaser containing the Purchasers GST or HST registration number, if so permitted by applicable law and at the discretion oftheVendor, the Purchaserwill notbe required to paythe GSTorHSTto the Vendor butwill be entittedto self-assess the GST or 1-1ST and account for the samidirectly to Revenue Canada.

(g)

16.

AssIgnment by Purchaser. The Purchaser may not assign his or her interest in the Strata Lot or in this Agreement without the written consent of the Vendor, which consent may be arbitrarily withheld in the sole discretion of the Vendor and, if the Vendor consents, 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 by the Vendor in its sole and absolute discretion) and, unless the Vendor so consents, the Vendorwill not be required to convey the Strata Lot to 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 the publicwith respectto the resale of theStrata Lot bythe Purchaserbefore the Completion Datewithouttheexpresswritten consent of the Vendor, which consent may be arbitrarily withheld. Assignment by Vendor. The Vendorwill be entitied, in its sole and absolute discretion, to sell, assign or otherwise transfer its right, title and interest in this Agreement without the consent of the Purchaser. ConstructionlMarketing Program. The Purchaseragrees that the Vendor may continue to carry out construction woric in respect of the Development and neighbouring developments after the completion of the purchase of the Strata Lot by the Purchaser. The Purchaser acknowledges and accepts that such work may cause a nuisance or inconvenience to the use and enjoyment of the Strata Lot, The Purchaser will not impede or interfere with the Vendors completion of construction of other strata lots, the common property or the Development or neighbouring developments. The Purchaser acknowledges that the Vendor or its affiliates may retain strata lots in the Development for use as sales and administrative offices andlordisplay suites for marketing purposes or otherwise. The Purchaser agrees 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 and recreational facilities) of the Development or strata lots owned or leased by the Developer, including, without limitation, maintaining display suites, other display areas, parking areas and signage (including signage on the exterior of the Development) and permitting public access to same for the purpose of marketing any unsold strata lots. In addition, the Developermayconducttours of the Development from time to time with prospective purchasers and hold events and other activities within the Development in connection with the marketing and sales activities. Contractual Rights. Notwithstanding anything herein contained, orat law or in equity, this offer and the agreementwhich results from its acceptance creates contractual rights only and not any interest inland. The Purchaserwill acquire an interest in land upon completion of the purchase and sale contemplated herein, Deposit Insurance. Notwithstanding section 1.02 of this Agreement, the Purchaser acknowledges that the Vendor has entered into a deposit protection contract as contemplated by the Real Estate Development Marketing Act (British Columbia) and as described in the DIsclosure Statement, and the Deposit may be released by Onni Realty Inc. or the Vendors Solicitors, as the case 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. Personal Information, The Purchaser and the Vendor hereby consent to the collection, use and disclosure by the Vendor, the Vendors agents, solicitors, affiliates and service providers of personal information about the Purchaser and the Vendor for all purposes consistent with the transaction contemplated herein including: (a) to complete the transaction contemplated by this Agreement; (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 the Development; (d) to market, sell, provide and Inform the Purchaser of products and services of the Vendor and its affiliates and partners, 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) to disclose such personal information to the Vendors affiliates, assignees, business partners, bankers, lawyers, accountants and other advisors and consultants In furtherance of the foregoing purposes. The Purchaseralso agrees to provide to the Vendor, the Vendors agents and the Vendors Solicitors, promptly upon request, any additional personal or other information not referred to herein that.is required in order to comply with the Proceeds of Crime (Money Laundering) and Terrorist FinanclngAct (Canada) and regulations. rules and policies thereunder or relating thereto, and the Purchaser acknowledges that the foregoing consent applies to any such personal or other information.

17. 18.

19.

20.

21.

22.

Currency. All payments contemplated herein will be in Canadian funds and all references herein to dollaramounts are references to dollars in the lawful currency of Canada unless otherwise specified. If any payments are made in a currency other than Canadian currency. the funds received will be converted to Canadian funds by the Vendors Solicitors, or Onni Realty Inc., as the case may be, and the Purchaser will be credited with the Canadian funds actually received by the Vendors Solicitors, or Onni Realty Inc., asthe case may be, atthe date of conversion, less any bankfees. TheVendorwill not be responsibleforanydelayin converting such payments, fluctuations in exchange rates or bank fees or charges in connection with any conversion.

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ADDENDUM A
23. interpretation. If there is morethan one Purchaser, the obligation of such partieswill bejointand several. This Agreement may not be altered or amended except by an amendment in writing signed by the Vendor and the Purchaser. This Agreement will be governed and construed in accordance with the laws of British Columbia. Notice. Any notice, delivery or other communication in respect of this Agreement will be in writing unless otherwise provided herein. Any notice, delive,yorothercommunication to theVendorwill be addressed to theVendoratits addresssetoutonthefirst page of this Agreement and be delivered by mail or fax. Any notice, delivery or other communication to the Purchaser will be addressed tothe Purchaseratthe Purchasers postal oremail address orfaxnumbersetouton thefirstpage ofthisAgreementor to the postal or email address or fax number of the Purchasers Solicitors and may be delivered by personal delivery, mail, fax or email. The Purchaserwill notify the Vendor of the name and address of the Purchasers Solicitors as soon as reasonably possible and in any event well in advance of the Completion Date. Provided they are sent to the email or postal address or fax number stipulated herein for such party, notices, deliveries and other communications will be deemed to be received: (a) on the date of receipt if delivered or sent by personal delivery, fax or email, oron the next 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 the date of mailing thereof. Either party may change its address for notices, deliveries and other communications by a written notice given in accordance with this provision. The Vendor shall have no duty to further verify the currency of the postal or email address or fax number of the Purchaser or the Purchasers Solicitors, as provided in any such case by the Purchaser, and unless the Purchaser advises the Vendor, in writing, of any change to the Purchasers or the Purchasers Solicitors postal or email address or fax number, all notices, deliveries or communications, Including, for certainty, delivery of the Amendment and any other amendments to the Disclosure Statement or notice of the Completion Date, shall be deemed to have been received by the Purchaser in accordance with the provisions of this Section 24. The Purohaseracknowiedges and agrees that the foregoing provision will affect the timing of the Purchasers oblIgations to pay portions of the Deposit and to complete the transaction contemplated In this Agreement and the Purchaser assumes all rIsk add liability associated with any failure to advise the Vendor of any change In the Purchasers or the Purchasers Solicitors postal or email address or fax number. Successors and Assigns. This Agreementwill enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Waiver. No condoning, excusing or overlooking by the Vendor of any default, breach or violation by the Purchaser at any time or times in respectofanycovenant, agreement, obligation, condition orotherprovision ofthisAgreementwill operate as awaiveror relinquishment of the Vendors rights, powers, remedies or recourses hereunder In respect of any continuing or subsequent default, breach, or violation, or so as to defeat or affect in any way the rights, powers, remedies or recourses of the Vendor hereunder in respect of any such continuing or subsequent default, breach or violation, and no waiver will be Inferred from or implied by anything done or omitted to be done by the Vendor save only an express waiver in writing. Except as may be limited herein, theVendormay, in its solediscretion,exercise anyand all rights, powers, remediesand recourse availableto it underthis Agreement or any other remedy available to it and such rights, powers, remedies and recourse may be exercised concurrentiy or individually without the necessity of making any election.

24.

25. 26.

$6 24 55 73 4_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 P urchaser~ ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP #300550 Robson Street, Vancouver, B.C. V6B 2B7 Tel: (604) 602-7711 Fax: (604) 688-7907
______________________________________ __________________________________________

Telephone (Home): Telephone ~ork): E-mail: Fax:

___________________

Telephone (Home): Telephone ~Voil<): E-mail: Fax: DL#:

______________________

____________________

_______________________

_____________________________

________________________________

_______________________________

__________________________________

DL#: ____________________________ (Optional) Purchaser is a resident of (Country)

-

_______________________________

(Optional)
Purchaser is a resident of _____________________ (Country) Occupation or principal business:

Occupation or principal business:

Date of Birth (if individual):

*

_________________________________

Date of Birth (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 the bylaws 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 this offer. Real Estate Agent: Name: _______________________________ Telephone: ~ _________________________ Facsimile: _____________________________ RE: Company: (C):__________________________________ E-mail:_______________________________

Proposed Strata Lot (Unit No. ______) (the Strata Lof) in 9he Mark (the Development) to be constructed at 1372 Seymour Street, Vancouver, British Columbia on the lands described in the Disclosure Statement (as hereinafter defined) (plus any amount payable for parking stall(s), storage areas. upgrades and other extras). The Purchaser acknowledges and agrees that the Purchase Price is exclusive of applicable taxes, including goods and services tax (GSV), 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 A hereto.
$____________________________

Purchase Price

1.01

Offer. The Purchaser hereby offers to purchase from the Vendor the Strata Lot for the Purchase Price and upon the terms set forth herein subject to the encumbrances (the Permitted Encumbrances) referred to in the Disclosure Statement. The Purchaser acknowledges that heor she is purchasing a strata lot which is not yet constructed. The Purchaserwill be entitied to acquire from the Vendor the exclusive use of ________ parking stall(s) in the Development forthe price of $ ,in locations designated by the Vendor, and such additional amount will be added to the Purchase Price and all references to the Purchase Price in this Agreement will be deemed to include such additional amount.

1.02 Deposit. The Purchaserwill pay a deposit (the Deposit) bycertified cheque or bankdraftto Onni Realty Inc. intrustortheVendors
solicitors (the Vendors Solicitors), as determined by the Vendor, in trust, at the Vendors option, and the Deposit will be held in accordance with the Real Estate Development Marketing Act (British Columbia) (it being acknowledged by the Purchaser that the Deposit may be released to the Vendor as contemplated in section 20 of Addendum A hereto). The Deposit will be paid by the Purchaser as follows: (a) as to an amount equal to 5% of the Purchase Price, being S__________________ forthwith upon the Vendors acceptance of this offer;

361o349_2lvan_000s

From and after 0cc. 1,2012

(b) (c) (d) (e) (f)

as to an amount equal to 5% of the Purchase Price, being Vendors acceptance of this offer;

$_

on the date that is 60 days after the

as to an additional amount equal to 5% of the Purchase Price, being $_________________ on the date that is 180 days after the Vendors acceptance of this offer; as to an additional amount equal to 5% of the Purchase Price, being $ the Vendors acceptance of this offer; as to an additional amount equal to 5% of the Purchase Price, being $ the Vendors acceptance of this offer and

on the date that is 360 days after

,on the date that Is 540 days after

as to an add itional amount of $1,000.00, on or before 12:00 p.m. on the day which is three days before the Completion Date.

Intereston the Depositwill, in all cases (except assetoutbelow), be forthe benefltoftheVendorand will notbeapplied onaccountof the Purchase Price. If the Purchaserdefautts in his orhercbligations hereunder, the Vendormay, atitsoption, retain the Depositand interest thereon without prejudice to any other remedywhich the Vendor may have in respect of the Purchasers default If the Vendor defaults in its obligations hereunder, the Deposit (including interestthereon) will be paid to the Purchaser as liquidated damages (the parties hereby agreeing that such amount constitutes a genuIne pre-estimate of damages) and as the Purchasers sole and exctus[ve. remedy. The Purchaser acknowledges and agrees that all payments on account of the Deposit must be made by certified cheque or bank draft and that the Purchaserwill not, in any circumstances, be permitted to pay all or any part of the Deposit byway of deposit bond.

1.03 The Purchase Price includes the following equipment, appliances and fumishings:
(a] [bj [cj one refrigerator one gas cook-top one dishwasher
-

[d] one washer/dryer (ej one microwave [f] one wall oven

1.04 Completion, 1.05 Acceptance.

Possession and Adjustment Dates: See Addendum A attached hereto.

This offerwill beopenforacceptance on presentation up to 48 hoursfrom thed~teofthisofferand 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 the Strata 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 THEM CAREFULLY BEFORE YOU SIGN. THE PURCHASER HAS EXECUTED THIS AGREEMENT UNDER SEAL THIS WITNESS: Print Name: (as to all signatures) THE VENDOR HAS EXECUTED THIS AGREEMENT THIS VENDOR: ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP. by its General Partner, ONNI DEVELOPMENT (PACIFIC 2009) CORP. Per: (Authorized Signatory) DAYOF ___________,20_. (SEAL) PURCHASER(S): (SEAL)
________

DAY OF ______________

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ADDENDUM A
Completion Date. The Purchaser will pay the balance of the Purchase Price by cash, certified cheque or solicitors or notarys certified trust cheque prior to 4:30 p.m. on the completion date (the Completion Date), which will be the 10th day after the Vendor or the Vendors Solicitors notifies the Purchaser or the Purchasers solicitors (the Purchasers Solicitors) that the Strata Lot is ready to be occupied. Whether the Strata Lot is ready to be occupied refers to the Strata Lot and not any other strata lot or common propertywithin the Development and the Strata Lot will be deemed to be ready to be occupied on the Completion Date if the 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 the Vendor orthe Vendors Solicitors to the Purchaserorthe Purchasers Solicitors may be based on the Vendors estimate asto when the Strata Lotwill be ready to be occupied..lf the Strata Lot is not ready to be occupied on the Completion Date so established, then the Vendor may delay the Completion Date from time to time as required, by notice of such delay to the Purchaserorthe Purchasers Solicitors. If the Completion Date has not occurred by July 31, 2014 (the Outside Date), then this Agreement will be terminated, the Deposit (excluding interest thereon) will be returned 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 the Strata Lot as a result of earthquake, flood or other act of God, fire, explosion or accident, howsoever caused, act of any govemmental authority, strike, lockout, inability to obtain 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 of any nature whatsoever beyond the reasonable control of the Vendor, then the Outside Date will be extended for a period equivalent to such period of delay; and the Vendor may, from time to time, at its option, exercisable by notice to the Purchaser, in addition to any extension pursuant to paragraph (a) and whetheror not any delay described in paragraph (a) has occurred, elect to extend the Outside Date for up to 120 days.

(b)

The Purchaser acknowledges and agrees that the Completion Date will be determined in accordance with this section I notwithstanding the estimated date (the Estimated Construction Completion Date) for the completion of construction of the Development set out in the Disclosure Statement. The Estimated Construction Completion Date Is an estimate only and may vary based on construction factors or market conditions and may be revised to advance or delay it from time to time without further notice or compensation to the Purchaser. For clarity, the Purchaser acknowledges and agrees that the actual Completion Date may be accelerated or delayed before or afterthe Estimated Construction Completion Date, as the case maybe, as established by the Vendors notice that the Strata Lot is ready to be occupied as referred to in this Section 1 above. The Purchaser agrees to complete the purchase of the Strata Lot on the Completion Date as established according to this Section I regardless of the amount of time between the actual Completion Date and the Estimated Construction Completion Date. The Purchaser acknowledges and agrees that its decision to enter into and to perform the terms of this offer is not predicated upon whether the actual Completion Date occurs before, at or after the Estimated Construction Completion Date. 2. Vendors Rights to Terminate. The Purchaser acknowledges and agrees that: (a) if the Vendor has not entered into unconditional, binding contracts of purchase and sale with purchasers in respect of 50% or more of the strata lots in the Development (the Minimum Pre-Sales), the Vendor will have the right to terminate this Agreement by giving written notice to the Purchaser or the Purchasers Solicitors at any time until the date that the Minimum Pre-Sales are achieved; if, by December31, 2013, the Vendorhas notdeposited the Final Strata Plan (as herelnafterdefined) in respectofthe Development in the applicable Land Title Office or the City of Vancouver has not issued the occupancy permit applicable to the Strata Lot, the Vendorwill have the right to terminate this Agreement by giving written notice to the Purchaserorthe Purchasers Solicitors at any time until the later of: (i) the date that the Final Strata Plan is deposited in the applicable Land Title Office; and (U) the date the City of Vancouver issues the occupancy permit applicable to the Strata Lot; and if the Vendor re-designs the Development In such a mannerthatthe layout, location, design andlorestimated area of the Strata Lot is, In the Vendors sole opinion, significantly different than as set out in the Disclosure Slatement, the Vendor will have the right to terminate this Agreement by giving written notice tome Purchaser or the Purchasers Solicitors at anytime.

(b)

(c)

If the Vendor terminates this Agreement in accordance with paragraphs (a), (b) or (c) above, this Agreement will be null and void effective as of the day the Vendor delivers notice of termination to the Purchaser and the Vendorwill return to the Purchaserthat portion of the Deposit (excluding interest thereon) paid by the Purchaser pursuant to this Agreement. The Purchaser acknowledges and agrees that itis signing this Agreement under seal and that the Purchaserwill not have any right to revoke his orherofferhereinwhile 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 Purchaser resulting from any such termination including, without limitation, relocation costs, professional fees and disbursements, opportunity costs, 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 Vendor by the Purchaser in respect of the Vendors termination of this Agreement and any mailer associated therewith. 3. 4. Intentionally deleted. Conveyance. The Purchaser will cause the Purchasers Solicitors to prepare and delWer to the Vendors Solicitors, at least 3 business days priorto the Completion Date, a vendors statement of adjustments and a FormAfreehold transfer (the Transfer) forthe Strata Lot and, if required by the Vendor, a certificate as to the GST or HST registered status of the Purchasertogetherwith the documentation relating to the parking stall(s), if any. The Vendor will execute and deliver such statement of adjustments, the Transfer and certificate (if required) to the Purchasers Solicitors priorto the Completion Date on the condition that, forthwith upon the Purchasers Solicitors obtaining a post registration index search from the applicable Land Title Office indicating that, in the ordinary course of Land Title Office procedure, the Purchaserwill become the registered owner of the Strata Lot (subject only to the 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 to be made by the Purchasers Solicitors to the Vendors Solicitors.

A-i
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ADDENDUM A
The transfer of the Strata Lot will also be subject to the Vendors financing arranged in connection with the Development or any builders lien claims provided that the Vendors Solicitors undertake to clear title to the Strata Lot of all encumbrances related to such financing and such builders liens claims within a reasonable period of time after receiving the balance of the Purchase Price due on the Completion Date. The Purchaser acknowledges that the Vendors financing, if any, 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 the Development whereupon the Vendor covenants such financing will be discharged entirely. The Purchaser acknowledges that legal title to the Strata Lot is orwill be held by Onni Development (555 Pacific) Corp. on behalf of the Vendor and the Purchaser agrees to accept a Transfer of title to the Strata Lotfrom Onni Development (555 Pacific) Corp., notwithstanding any provision of the Property LawAct (British Columbia) to the contrary and, in addition, the Vendor and the Purchaser acknowledge and agree that, upon the filing of the Transfer in the Land Title Office, the Vendorwill be deemed to have concurrently assigned, transferred and conveyed all the Vendors 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 the Purchase Price on the Completion Date, may wait to pay the Purchase Price to the Vendor until after the Transfer and new mortgage documents have been lodged for registration in the appropriate Land Title Office, but only if, before such lodging, the Purchaser has: (a) made available for tender to the Vendor that portion of the Purchase Price not secured by the new mortgage; (b) fulfilled all the new mortgagees conditions forfunding except lodging the mortgage for registration; and (c) made available to the Vendor a solicitors or notarys undertaking to pay the Purchase Price upon the lodging of the Transfer and new mortgage documents 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 rates and scavenging rates, assessments of the strata corporation (including an adjustment of pre-paid insurance premiums) of which the Strata Lot forms apart, and all other adjustments both incoming and outgoing of whatever nature in respect of the Strata Lot will be made as of the date the balance of the Purchase Price is due. The Strata Lot is to be at the risk of the Vendor to and including the day preceding the Completion Date, and thereafter atthe risk of the Purchaser. So long as the Purchase Price and all other amounts payable by the Purchaser to the Vendor in respect of the Strata Lot have 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 will be responsible for all utility charges as of the Completion Date and must ensure he or she notifies the necessary utility companies to have the utilities transferred into his or her name on the Completion Date. If the Purchaser does not transfer the utilities into his or her name as of the Completion Date, any charges to the Vendor that are the Purchasers responsibility will be paid to the Vendor in full within five business days of notification. If such amount is not paid by the Purchaser within 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 the Purchaser in respect of builders lien claims (the Lien [loldback) will be paid to the Vendors 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 Lien Act (British Columbia) (or successor statutes) solely in respect of lien claims registered in the applicable Land Title Office in connection with worl< done at the behest of the Vendor. The Vendors Solicitors are authorized to invest the Lien Holdback in an interest bearing trust account and to pay to the Vendor (or as directed by the Vendor), on the eariier of (i) the date on which the timeforfihing a claim of lien underthe Builders UenActexplres; and (ii) the datewhich is 55 daysafterthe datethatthe balanceof the Purchase Price becomes due as aforesaid, the Lien Holdback plus interest, if any, accrued thereon, less the amount of any builders lien claim filed against the Strata Lot of which the Purchaser orthe Purchasers Solicitors notify the Vendors Solicitors in writing by 1:00 p.m. on that day. Disclosure Statement & Acknowledgement of Proposed Changes to Development. The Purchaser acknowledges that he or she has received a copy of the Disclosure Statement fotthe Development Including all amendments thereto, if any, filed up to the date hereof (collectively, the Disclosure Statement) and, prior to entering into this Agreement, has been given a reasonable opportunity to read the Disclosure Statement and the execution by the Purchaser of this Agreement will constitute a receipt in respect of the Disclosure Statement. Further, without limiting the foregoing acknowledgement, the Purchaseracknowtedges that it is aware of the proposed rezoning application for the Development and its implications for the Development, as more particularly described in Section 7.4.4 of the Disclosure Statement (the Rezoning). The Purchaser acknowledges and agrees that the Purchasers decision to enter into and to perform the terms of this offer snot predicated upon whether the Rezoning is approved or not. Regardless of whether the Development proceeds as currently approved by the City of Vancouver and described in the Disclosure Statement or if it proceeds based on a later-approved Rezoning, the Purchasers decision to enter into and perform the terms of this offer would not change. TIme of Essence. Time will be of the essence hereof and, unless all payments on account of the Purchase Price, together with adjustments thereto as provided herein and all other amounts payable hereunder are paid when due, then the Vendor may, at its option: (a) terminate this Agreement by written notice to the Purchaser and, in such event, the Deposit and all accrued interest thereon will be absolutely forfeited to the Vendor without prejudice to the Vendors other remedies and Onni Realty Inc. orthe Vendors Solicitors, as the case may be, are hereby irrevocably authorized and directed by the Purchaserto pay the amount held by them and such interest as may have accrued thereon to the Vendor upon written demand therefor by the Vendor; or elect to extend the Completion Date to a certain date determined by the Vendor, time to remain of the essence hereof and subject to the Vendors right In its sole discretion, to grantfurther extensions to a certain date each time, in which event the Purchaser will pay to the Vendor, in addition to the Purchase Price, interest on the unpaid portion of the Purchase Price and other unpaid amounts payable hereunder at the rate of 2% per month (approximately 27% per annum), calculated daily and compounded monthly not in advance, from the date upon which such portion and amounts were due to the date upon which ~uch portion and amounts are paid.

7.

8.

(b)

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

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ADDENDUM A
9. Entire AgreementiRepresentations. 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, whether oral orwritten, of the Vendor (or its agents or employees or any other person on behalf of the Vendor) and the Purchaser, and that there are 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 behalf of the Vendor, other than those contained herein and in the Disclosure Statement including, without limitation, arising out of any sales brochures, models, websites, representative view sets, showroom displays, photographs, illustrations or renderings orother marketing materials pmvided to the Purchaser or made available for his orherviewing. In particular, the Purchaseracknowledges and agrees That the materials, specifications, details, dimensions and floorplans set out In any materials viewed 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. New Home Orientation. The Purchaser or his or her representative and a representative of the Vendor will jointly inspect the Strata Lot at a reasonable time designated by the Vendor by written notice or telephone prior to the Completion Date. The Purchaser may at his or her option forfeit this inspection and, if so forfeited, the Purchaserwill be deemed to be satisfied with and to have accepted the physical condition of the Strata Lot (including without limitation the existing kitchen, bathroom and other installations, equipment, appliances and furnishings) on The Completion Date. At the conclusion of the Inspection, acoriclusive list of 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 Vendors sole and absolute discretion. As of the Completion Date, the Purchaserwill be deemed to be satisfied with and to have accepted the physical condition of the Strata Lot (including the existing kitchen, bathroom and other installations, equipment, appliances and furnishings) subject only to the Deficiencies, if any. If, in the Vendors 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 not guarantee that it will do so and the Vendor may elect to rectify the Deficiencies following the Completion Date at a time convenient to the Vendor In its sole and absolute discretion; the Vendor and its representatives will have the right to enter the Strata Lot following the Completion Date during normal working hours, with reasonable notice, in order to carry out the work necessary to rectify the Deficiencies; the manner in which the Deficiencies are rectified will be determined by the Vendor in its sole and absolute discretion; and there will be no holdback from the Purchase Price in respect of the Deficiencies,

10.

(b) (c) (d)

The Purchaser covenants and agrees to complete the purchase of the Strata Lot on the Completion Date on the terms and conditions herein contained notwithstanding that the Deficiencies, if any, are to be 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 the inspection 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 have access to the Development prior to the Possession Date without the priorwritten permission of the Vendor (which the Vendor may withhold in its sole and absolute discretion) and then only if accompanied by a representative of the Vendor. The Purchaser hereby releases the Vendor, the Vendors partners, Onl Development (Pacific2009) Corp., Onni Development (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, injury or death resulting from any act oromission of any one or more of the Released Parties (negligent or otherwise) or any condition within the Development and agrees to indemnify and hold harmless the Released Parties from and against any loss, cost, damage, injury or death resulting from the presence of the Purchaser or any person on behalf of the Purchaser within the Development prior to the Possession Date, or any act or omission (negligent or otherwise) of the Purchaser or any person on behalf of the Purchaserwhile within the Development priorto the Possession Date. The Purchaser hereby acknowledges and the Vendor hereby confirms that the Vendor has acted as agent for and on behalf of the other Released Parties with respect to obtaining the foregoing release and indemnity from the Purchaser for the benefit of such Released Parties. ConstructIon. The Strata Lot is expected to be 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 are desirable in the discretion of the Vendor. The Vendor reserves the right to alter the common property of the Development at any time and from time to time 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 efficiency or 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 strata plan (the Final Strata Plan) for the Development may vary from what is depicted on the Preliminary Plan. The areas and dimensions of the strata lots in the Development set out In the marketing materials referred to in section 9 are approximate and are provided 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, location and/or configuration of the strata lots, balconies, patios and/or decks and/or other limited common property in the Preliminary Plan and/or any architectural plans relating to the Development and/orany marketing materials and the Final Strata Plan, the Final Strata Plan will prevail. The Purchaser acknowledges that the ceiling height of the strata lots located on levels ten down to level one as shown on the Preliminary Plan will be approximately eight feetfrom the floor of the strata lot and that all strata lots in the Developmentwill have areas of the ceiling dropped down from the standard height of the ceiling in order to accommodate construction requirements including, but not limited to, mechanical, electrical equipment, ducting, ventilation systems, and plumbing. Area of the Strata Lot. Notwithstanding section 12, theVendor represents and warrants thatthe area of the Strata Lotas shown on the Final Strata Plan will be no more than 3% smaller than the area of the Strata Lot as shown on the Preliminary Plan, If the area of the Strata Lot as shown on the Final Strata Plan is smaller, by 3% or less, than the area of the Strata Lot as shown on the Preliminary Plan, the Purchaserwill have no entitiement 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 the Strata Lot as shown on the Final Strata Plan

12.

13.

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is smaller, by more than 3%, than the area of the Strata Lot as shown on the Preliminary Plan, the Purchase Price will be reduced by an 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 same manner 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 Lot as shown on the Final Strata Plan Is more than 10% smaller than as set out in the Preliminary Plan, when measured in the same manner as set out therein, then the Purchaser may, by written notice to the Vendor, elect to have the Purchase Price adjusted as aforesaid orterminate this Agreement. If the Purchaser elects to complete the purchase of the Strata Lot, the Purchaser will have no claim against the Vendor other than for an adjustment to the Purchase Price as aforesaid. 14. ParkIng Stalls and Storage Lockers. The Purchaser acknowledges and agrees that: (a) (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, will vary in size, shape and convenience of location; and 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 and will have no claim against the Vendor in respect of any variation in the size, shape or convenience of location of such parking stall(s) and storage locker(s) or any partial obstruction of such parking stall(s) and storage locker(s). 15. Costs. (a) The Purchaserwill pay all costs in connection with the sale and purchase of the Strata Lot (including property transfer tax and any applicable taxes, including GST, HST (including the provincial component of the [-1ST), and any other federal or provincial sales, service, transition, value added or other tax required to be paid by the Purchaser in connection with the purchase and sale of the Strata Lot and the equipment and appliances included with the Strata Lot, and any parking stall or storage area or other extras), other than the costs of the Vendor incurred in clearing title to the Strata Lot. The Purchaser acknowledges that GST, FIST (including the provincial component of the FIST) and provincial sales and/or transition taxes are, without duplication, applicable to the sale and purchase of the Strata Lot and will be payable by the Purchaser, and that the Purchaser will be solely responsible for applying to the appropriate governmental authorifies In order to obtain any applicable federal or provincial new housing rebate. 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 tax, For greater clarity only and without limiting the generality of the foregoing, the Purchase Price is: (i) (ii) (iii) exclusive of any B.C. transition tax and any associated B.C. transition rebate that may apply; exclusive of the 7% provincial component of the FIST and the B.C. new housing rebate, if applicable; and exclusive of the 5% federal component of the FIST (I.e., 081),

(b)

(c)

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), theVendor hereby discloses that, if ownership and possession of a newly constructed or substantially renovated home transferon orafterApril 1,2013: (i) (ii) (iS) (e) the 7% provincial component of the FIST and the B.C. new housing rebate for primary residences will generally no longer apply; a B.C. transition tax of 2% may become payable; and the builder [Vendor] may become eligible for an associated B.C. transition rebate.

Pursuant to the New Housing Transition Tax and Rebate Act (British Columbia) and the New Housing Transit/on Tax and Rebate Regulation (collectively, the Act), the Vendor hereby discloses and the Purchaser acknow]edges and agrees:

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(i) (H) the value of the consideration for the sale determined under section 13 of the Act is the Purchase Price; the Purchase Price does not include any applicable taxes under the Actor 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; no rebate under the Act or the Excise Tax Act (Canada) has been taken into account in determining the amount payable to the Vendor by the Purchaser under this Agreement; and the supplier [Vendor) is not a foreign supplier in respect of the sale of the Strata Lot; and the Vendor hereby gives notice to the Purchaser as follows: NOTICE TO PURCHASER - 11(a) both ownership and possession of newly constructed or substantially renovated housing, oran interest in such housing, transfer on orafterApril 1,2013 and (b)2ffljer ownership 21 possession of the housing or interest transfers before April 1, 2015, then: (1) (2) (3) the 7% provincial componentofthe HSTand the BC HSTnewhousing rebateforprimary places of residence generally will not apply; the 2% BC transition tax may be payable by the Purchaser; and the supplier [Vendor] may be eligible for a BC transition rebate in respect of the housing.

(Hi) (iv) (v)

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 generally apply to the sale of the Strata Lot where: (i) (H) (iii) (g) HST does not apply to the purchase and sale (but where GST will apply to the purchase and sale); the construction of the new housing Is loper cantor more completed as of April 1,2013; and ownership or possession of the Strata Lot transfers on or after April 1,2013 and before April 1,2015.

The Purchase Price does not include the Transition Tax and does not include the associated Transition Tax rebate that may apply, For certainty, any applicable Transition Tax shall be payable by the Purchaser in addition to the Purchase Price. Notwithstanding the foregoing, if the Purchaser is registered for GST or HST purposes and, on or before the Completion Date, the Purchaser provides the Vendorwith a certificate as to the GST or HST registered status of the Purchaser containing the Purchasers GST or HST registration number, if so permitted by applicable law and at the discretion of the Vendor, the Purchaserwill not be required to paythe GSTor HSTtotheVendor butwitl be entitledto self-assess the GST or HST and account for the same directly to Revenue Canada.

(h)

15.

AssIgnment by Purchaser. The Purchaser may not assign his or her interest in the Strata Lot or in this Agreement without the written consent of the Vendor, which consent may be arbitrarily withheld in the sole discretion of the Vendor and, if the Vendor consents, then such consent will be upon the terms 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, the Vendorwill 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 the publicwith respect to the resale of the Strata Lot by the Purchaser before the Completion Datewithoutthe express written consent of the Vendor, which consent may be arbitrarily withheld. AssIgnment by Vendor. The Vendorwill be entitled, in its sole and absolute discretion, to sell, assign orotherwise transfer its right, title and interest In this Agreement without the consent of the Purchaser. ConstructionlMarketing Program. The Purchaseragrees thattheVendormay continue tocanyoutconstnictionworkin respect of the Development and neighbouring developments after the completion of the purchase of the Strata Lot by the Purchaser. The Purchaser acknowledges and accepts that such work may cause a nuisance or inconvenience to the use and enjoyment of the Strata Lot. The Purchaser will not Impede or interfere with the Vendors completion of construction of other strata lots, the common property or the Development or neighbouring developments. The Purchaser acknowledges that the Vendor or its affiliates may retain strata lots in the Development for use as sales and administrative offices andiordisplay suites for marketing purposes or otherwise. The Purchaser agrees 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 and recreational facilities) of the Development or strata lots owned or leased by the Developer, including, without limitation, maintaining display suites, other display areas, parking areas and signage (including signage on the exterior of the Development) and permitting public access to same for the purpose of marketing any unsold strata lots. In addition, the Developer may conducitours of the Development from time to time with prospective purchasers and hold events and other activities within the Development in connection with the marketing and sales activities. Contractual Rights, Notwithstanding anything herein contained, orat law or inequity, this offer and the agreementwhich results from its acceptance creates contractual rights only and not any interest inland. The Purchaserwill acquire an interest in land upon completion of the purchase and sale contemplated herein.

17. 18.

19.

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ADDENDUM A
20. Deposit Insurance. Notwithstanding section 1.02 of this Agreement, the Purchaser acknowledges that the Vendor has entered into a deposit protection contract as contemplated by the Real Estate Development Marketing Act (British Columbia) and as described in the Disclosure Statement, and the Deposit may be released by Onni Realty Inc. or the Vendors Solicitors, as the case 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. Personal Information. The Purchaser and the Vendor hereby consent to the collection, use and disclosure by the Vendor, the Vendors agents, solicitors, affiliates and service providers of personal information about the Purchaser and the Vendor for all purposes consistent with the transaction contemplated herein including: (a) to complete the transaction contemplated by this Agreement; (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 the Development; (d) to market, sell, provide and Inform the Purchaser of products and services of the Vendor and its affiliates and partners, 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) to disclose such personal information to the Vendors affiliates, assignees, business partners, bankers. lawyers, accountants and other advisors and consultants in furtherance of the foregoing purposes. The Purchaser also agrees to provide to the Vendor, the Vendors agents and the Vendors Solicitors, promptly upon request, any additIonal personal or other information not referred to herein that is required in order to comply with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and regulations, rules and policies thereunder or relating thereto, and the 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 references to dollars in the lawful currency of Canada unless otherwise specified, If any payments are made in a currency other than Canadian currency, the funds received will be converted to Canadian funds by the Vendors Solicitors, or Onni Realty Inc., as the case may be, and the Purchaser will be credited with the Canadian funds actually received by the Vendors Solicitors, or Onni Realty Inc., as the case may be, at the date of conversion, less any bank fees. The Vendorwill not be responsible for any delay in converting such payments, fluctuations in exchange rates or bank fees or charges in connection with any conversion. Interpretation. If there is more than one Purchaser, the obligation of such parties will be joint and several. This Agreement may not be altered or amended exceptby an amendment in writing signed by the Vendor and the Purchaser. This Agreement will be govemed and construed in accordance with the laws of British Columbia. Notice. Any notice, delivery or other communication in respect of this Agreement will be in writing unless otherwise provided herein. Any notice, delivery or other communication to the Vendorwill be addressed to the Vendoratitsaddresssetouton the first page of this Agreement and be delivered by mail or fax. Any notice, delivery or other communication to the Purchaser will be addressed to the Purchaseratthe Purchasers postal oremail address orfax numbersetouton thefirstpageofthisAgreementor to the postal or email address or fax number of the Purchasers Solicitors and may be delivered by personal delivery, mail, fax or email. The Purchaserwill notify the Vendor of the name and address of the Purchasers Solicitors as soon as reasonably possible and in any event well in advance of the Completion Date. Provided they are sent to the email or postal address or fax number stipulated herein for such party, notices, deliveries and other communications will be deemed to be received: (a) on the date of receipt if delivered or sent by personal delivery, fax or email, or on the next business day if delivered or sent by personal delivery, fax or email on a day that is not a business day in British Columbia; or (b) 3 business days after the date of mailing thereof. Either party may change its address for notices, deliveries and other communications by a written notice given in accordance with this provision. The Vendor shall have no duty to further verify the currency of the postal or email address or fax number of the Purchaser or the Purchasers Solicitors, as provided in any such case by the Purchaser, and unless the Purchaser advises the Vendor, in writing, of any change to the Purchasers or the Purchasers Solicitors postal or email address or fax number, all notices, deliveries or communications, including, for certainty, delivery of the Amendment and any other amendments to the Disclosure Statement or notice of the Completion Date, shall be deemed to have been received by the Purchaser in accordance with the provisions of this Section 24. The Purchaser acknowledges and agrees thatthe foregoing provision will affect the timing of the Purchasers obligations to pay portions of the Deposit and to complete thetransaction contemplated in this Agreement and the Purchaser assumes all risk and liability associated with any failure to advise the Vendor of any change in the Purchasers or the Purchasers Solicitors postal or email address or fax number. Successors and Assigns. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Waiver. No condoning, excusing or overlooking by the Vendor of any default, breach or violation by the Purchaser at any time or times In respect of any covenant, agreement, obligation, condition orother provision of this Agreement will operate as a waiveror relinquishment of the Vendors rights, powers. remedies or recourses hereunder in respect of any continuing or subsequent default, breach, or violation, orso as to defeat or affect In any way the rights, powers, remedies or recourses of the Vendor hereunder in respect of any such continuing or subsequent default, breach or violation, and no waiver will be inferred from or implied by anything done or omitted to be done by the Vendor save only an express waiver in writing. Except as may be limited herein, the Vendor may, in its sole discretion, exercise any and all rights, powers, remedies and recourse available to it underthis Agreement orany other remedy available to it and such rights, powers, remedies and recourse may be exercised concurrently or individually without the necessity of making any election.

21.

23.

24.

25. 26.

A4
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S.L. No. _________Unit No. ___________

ADDENDUM A
is smaller, by more than 3%, than the area of the Strata Lot as shown on the Preliminary Plan, the Purchase Price will be reduced by an amount determined in accordance with the following formula: R
=

(.97 -NP) xthe Purchase Price

where, R A P
=

the amount of the reduction of the Purchase Price in accordance with this Section 13; the actual area of the Strata Lot on the Completion Date as shown on the Final Strata Plan when measured in the same the area of the Strata Lot as indicated in the Preliminary Plan.

=~

If the actual area of the Strata Lot as shown on the Final Strata Plan is more than 10% smaller than as set out in the Preliminary Plan, when measured in the same manner as set out therein, then the Purchaser may, by written notice to the Vendor, elect to have the Purchase Price a~usted as aforesaid or terminate this Agreement. If the Purchaser elects to complete the purchase of the Strata Lot, the Purchaser will have no claim against the Vendor other than for an adjustment to the Purchase Price as aforesaid. 14. Parking Stalls and Storage Lockers. The Purchaser acknowledges and agrees that: (a) (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, will vary in size, shape and convenience of location; and 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 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 such parldng 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 propertytransfer tax and any applicable taxes, including GST, HST (including the provincial component of the HST), and any other federal or provincial sales, service, transition, value added or other tax required to be paid by the Purchaser in connection with the purchase and sale of the Strata Lot and the equipment and appliances included with the Strata Lot, and any parking stall or storage area or other extras), other than the costs of the Vendor incurred in clearing title to the Strata Lot. The Purchaser acknowledges that OST, HST (including the provincial component of the lIST) and provincial sales and/or transition taxes are, without duplication, applicable to the sale and purchase of the Strata Lot and will be payable by the Purchaser, and that the Purchaser will be solely responsible for applying to the appropriate govemmental authorities In order to obtain any applicable federal or provincial new housing rebate, 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, the Purchase Price is: (i) (ii) (ii) exclusive of any B.C. transition tax and any associated B.C. transition rebate that may apply; exclusive of the 7% provincial component of the 1-1ST and the B.C. new housing rebate, if applicable; and exclusive of the 5% federal component of the lIST (i.e,, GST),

(b)

(c)

and to the extent any such 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 Vendor hereby discloses that, if ownership fl possession of a newly constructed orsubstanfially renovated home transferon orafter April 1,2013: (i) (ii) (i) (e) the 7% provincial component of the HST and the B.C. new housing rebate for primary residences will generally no longer apply; a B.C. transition tax of 2% may become payable; and the builder [Vendor] may become-eligible for an associated B.C. transition rebate.

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

A4 36l0349J1V1nfio
.

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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 the lands described in the Disclosure Statement (as defined in the Contract of Purchase and Sale to which this Addendum is attached).
__________ ____________

Further to the Contract of Purchase and Sale in respect of the Strata Lot dated the
________________________

day of

Purchase Agreement), between Onni Pacific 2009 Development Limited Partnership (the Vendor), and (the Purchaser), the Vendor hereby provides this Addendum pursuant to the requirements of the New Housing Transition Tax and Rebate Act (British Columbia) and the New Housing Transition Tax and Rebate Regulation (collectively, the Act). 1. Capitalized terms used in this Addendum and not defined herein have the meanings given to them in tije Purchase Agreement. 2. Pursuant to the Act, the Vendor acknowledges, confirms and gives notice to the Purchaser as follows: (a) (b) the value of the consideration for the sale determined under section 13 of the Act is the Purchase Price; the Purchase Price does not include any applicable taxes under the Act or the Excise Tax Act (Canada), which taxes include GST, HST (including the provincial component of the HST), transition taxes, and any other federal or provincial sales, service, value added or other tax; no rebate under the Act or the Excise Tax Act (Canada) has been taken into account in determining the amount payable to the Vendor by the Purchaser under this Agreement; and the supplier [Vendor] is not a foreign supplier in respect of the sale of the Strata Lot; and: the Vendor hereby gives further notice to the Purchaser as follows: NOTICE TO PURCHASER If (a) both ownership and possession of newly constructed or substantially renovated housing, or an interest in such housing, transfer on or after April 1, 2013 and (b) either ownership or possession of the housing or interest transfers before April 1, 2015, then:
-

(c)

(d) (e)

(i)

the 7% provincial component of the HST and the BC HST new housing rebate for primary places of residence generally will not apply;

1
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(N) (Ni)

the 2% BC transition tax may be payable by the Purchaser; and the supplier [Vendor] may be eligible for a BC transition rebate in respect of 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 only, need not be agreed to by the Purchaser and does not amend the Purchase Agreement. 4. This Addendum forms part of and is subject to the terms and conditions set out in the Purchase Agreement The Purchase Agreement remains in full force and effect. If there is any inconsistency between a provision of the Purchase Agreement and a provision of this Addendum, the provision in this Addendum will govern.

VENDOR: ONNI PACIFIC 2009 DEVELOPMENT LIMITED PARTNERSHIP by its general partner ONNI DEVELOPMENT (PACIFIC 2009) CORP. Per:______________________________ (Authorized Signatory)

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